NOW Insider Filing: Canney RSU Vesting, Tax Withholding and 10b5-1 Sale

Rhea-AI Filing Summary

Jacqueline P. Canney, Chief People & AI Enablement Officer at ServiceNow (NOW), reported changes in beneficial ownership. The filing shows 137 restricted stock units (RSUs) vested on 08/12/2025 and were recorded as acquired at $0, increasing the underlying holdings prior to withholding. To satisfy tax withholding from the RSU vesting, 70 shares were withheld/relieved at $853.43 per share on 08/12/2025. Separately, 67 shares were sold on 08/13/2025 at $860.57 per share under a pre-existing Rule 10b5-1 trading plan adopted Feb 27, 2025.

After these transactions the reporting person beneficially owned 3,027 shares. The RSUs vest quarterly in 1/16th increments with the first vesting on May 12, 2022, and vesting is conditioned on continued service.

Positive

• Use of a pre-established Rule 10b5-1 trading plan (adopted Feb 27, 2025) provides an affirmative defense for the reported sale
• Disclosure cites Rule 16b-3 tax withholding treatment for RSU vesting, indicating standard compliance
• Reporting person retained 3,027 shares after transactions, maintaining continued economic stake

Negative

• 70 shares were relinquished to cover tax withholding, reducing net share count
• 67 shares were sold under the 10b5-1 plan, representing realized disposition of vested shares

Insights

Financial Analyst

TL;DR: Routine executive vesting and tax-withholding sales with a planned sale under a 10b5-1 agreement; no material change to control.

The Form 4 discloses standard compensation-related activity: RSU vesting produced 137 underlying shares, of which 70 were surrendered to cover federal and state tax withholding and 67 were sold under an existing 10b5-1 plan. The trades were small relative to typical executive holdings and the filing shows continued ownership of 3,027 shares, indicating retention of economic exposure to the company. There is no indication of unusual or opportunistic timing beyond use of a pre-established trading plan.

Corporate Governance Expert

TL;DR: Disclosure aligns with governance best practices: 10b5-1 adoption and tax-withholding in accordance with Rule 16b-3.

The filing explicitly notes the 10b5-1 trading plan adoption date and that share relinquishment to satisfy tax withholding follows Rule 16b-3, demonstrating compliance with Section 16 rules and insider trading defenses. Transactions are documented with dates, prices, and ownership post-transaction, supporting transparency. No departures, acceleration clauses, or other governance red flags are disclosed.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

X

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Canney Jacqueline P

(Last) (First) (Middle)

C/O SERVICENOW, INC.

2225 LAWSON LANE

(Street)

SANTA CLARA CA 95054

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
ServiceNow, Inc. [ NOW ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief People & AI Enblmt. Off.

3. Date of Earliest Transaction (Month/Day/Year)
08/12/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	08/12/2025		M		137	A	$0	3,164	D
Common Stock	08/12/2025		F		70(1)	D	$853.43	3,094	D
Common Stock	08/13/2025		S(2)		67	D	$860.57	3,027	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted Stock Units	(3)	08/12/2025		M			137	(4)	(4)	Common Stock	137	$0	273	D

Explanation of Responses:

1. Represents shares relinquished by the Reporting Person in exchange for the Issuer's payment of federal and state tax withholding obligations of the Reporting Person resulting from the vesting of RSUs, in accordance with Rule 16b-3.

2. The transaction(s) reported on this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on February 27, 2025.

3. Each restricted stock unit represents a contingent right to receive one share of Issuer's common stock.

4. The restricted stock units vest as to 1/16th of the total shares quarterly, with the first vesting having occurred on May 12, 2022, and subject to the continued service of the Reporting Person on each vesting date.

Remarks:

	/s/ Jacqueline P. Canney by Russell S. Elmer, Attorney-in-Fact	08/14/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

Who filed this Form 4 for ServiceNow (NOW)?

The filing was made by Jacqueline P. Canney, Chief People & AI Enablement Officer, via attorney-in-fact.

What transactions are reported on the Form 4 for NOW?

Reported transactions include 137 RSUs vested on 08/12/2025, 70 shares withheld for taxes at $853.43 on 08/12/2025, and 67 shares sold at $860.57 on 08/13/2025 under a 10b5-1 plan.

How many shares did the reporting person own after the transactions?

The reporting person beneficially owned 3,027 shares following the reported transactions.

When was the 10b5-1 trading plan adopted?

The Form 4 states the Rule 10b5-1 trading plan was adopted on February 27, 2025.

What is the RSU vesting schedule disclosed?

Each restricted stock unit represents one share and vests in 1/16th increments quarterly, with the first vesting on May 12, 2022, subject to continued service.