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ServiceNow (NYSE: NOW) CEO converts RSUs, relinquishes shares for tax obligations

Filing Impact
(Very High)
Filing Sentiment
(Negative)
Form Type
4

Rhea-AI Filing Summary

ServiceNow, Inc. Chairman & CEO William R. McDermott reported the vesting and conversion of 1,754 restricted stock units into common stock on August 7, 2025. To satisfy related tax withholding obligations, 943 shares were relinquished at $874.12 per share. Following these transactions, he holds 7,425 shares directly and 4,881 shares indirectly through a trust. The underlying restricted stock units vest over time, including quarterly vesting beginning on February 7, 2025.

Positive

  • None.

Negative

  • None.

Insights

TL;DR: Routine executive RSU vesting with tax-withholding share surrender; not a material disposition.

The Form 4 discloses an ordinary compensation-related equity event: 1,754 RSUs converted and 943 shares surrendered for tax withholding at a reported per-share amount of $874.12. Such share relinquishments to cover tax obligations are common and do not indicate a sale for liquidity or change in control. The sizes reported are small relative to typical market-cap of large-cap software companies and the filing shows continued indirect holdings via trust, which supports ongoing alignment with shareholders. Impact to valuation or control is minimal.

TL;DR: Disclosure is consistent with standard RSU vesting and withholding practices; governance implications are limited.

The filing transparently reports vesting mechanics and tax-withholding actions for the CEO. The disclosed vesting schedule confirms multi-period retention incentives (small tranches in 2024 and quarterly vesting from 2025). Indirect ownership via a trust is documented (4,881 shares), and the form is timely signed by an attorney-in-fact. There is no indication of unusual acceleration or large opportunistic sales, so governance concerns are limited.

Insider McDermott William R
Role Chairman & CEO
Type Security Shares Price Value
Exercise Restricted Stock Units 1,754 $0.00 $0.00
Exercise Common Stock 1,754 $0.00 $0.00
Exercise Price or Tax Liability Common Stock 943 $874.12 $824K
holding Common Stock -- -- --
Holdings After Transaction: Restricted Stock Units — 8,768 shares (Direct); Common Stock — 7,425 shares (Direct); Common Stock — 4,881 shares (Indirect, by Trust)
Footnotes (3)
  1. F1. 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. F2. Each restricted stock unit represents a contingent right to receive one share of Issuer's common stock.
  3. F3. 3.33% of the shares subject to the restricted stock units vested on each of May 7, 2024, and August 7, 2024, 3.34% of the shares subject to the restricted stock units will vest on November 7, 2024, and the remaining 90% of the shares subject to the restricted stock units will vest quarterly beginning on February 7, 2025, and subject to the reporting person's continued service to the Issuer on each vesting date.
RSUs converted to common stock 1,754 shares Restricted stock units converted into common stock on August 7, 2025
Shares relinquished for taxes 943 shares Common shares delivered to cover tax withholding obligations from RSU vesting
Tax-withholding share value $874.12 per share Per-share value for the 943-share tax-withholding disposition
Direct common shares held 7,425 shares Post-transaction direct ownership of ServiceNow common stock
Indirect shares held by trust 4,881 shares Indirect ownership of ServiceNow common stock held by a trust
RSUs vesting quarterly 90% Portion of RSUs scheduled to vest quarterly beginning February 7, 2025
Restricted Stock Units financial
"3.33% of the shares subject to the restricted stock units vested on each of May 7"
Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.
Rule 16b-3 regulatory
"in exchange for the Issuer's payment of federal and state tax withholding obligations ... in accordance with Rule 16b-3"
Rule 16b-3 is a Securities and Exchange Commission regulation that exempts certain routine, pre-approved transactions by company insiders from automatic liability for short-term trading profits. It acts like a safe harbor: if an insider follows a formal plan or the board approves specific transactions in advance, profits from buying and selling company stock within six months are not automatically reclaimed. Investors care because the rule clarifies when insider trades are permissible and reduces uncertainty about potential clawbacks.
tax withholding obligations financial
"payment of federal and state tax withholding obligations of the Reporting Person resulting from the vesting of RSUs"
contingent right financial
"Each restricted stock unit represents a contingent right to receive one share"
indirect ownership financial
"Common Stock ... total_shares_following_transaction 4,881 ... nature_of_ownership "by Trust""

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Form 4 Insider Transactions: What Each Field Means →

FAQ

What did ServiceNow (NOW) CEO William McDermott report in this Form 4?
William McDermott reported the vesting and conversion of 1,754 restricted stock units into common stock, plus a related tax-withholding share disposition. The filing shows both the non-cash RSU conversion and shares relinquished to cover his federal and state tax withholding obligations.

How many ServiceNow (NOW) shares did William McDermott acquire and relinquish?
On August 7, 2025, 1,754 restricted stock units converted into 1,754 ServiceNow common shares. In connection with this vesting, 943 shares were relinquished to the issuer to satisfy federal and state tax withholding obligations, as described in the accompanying footnote language.

What are William McDermott’s ServiceNow (NOW) shareholdings after these transactions?
After the reported transactions, William McDermott holds 7,425 shares of ServiceNow common stock directly. He also has an indirect holding of 4,881 shares held by a trust, reflecting both his personal and trust-related equity exposure reported in the filing.

At what price were ServiceNow (NOW) shares used for tax withholding valued?
The 943 ServiceNow common shares relinquished for tax withholding were valued at $874.12 per share. This value applies specifically to the tax-withholding disposition reported under transaction code F, used to cover federal and state tax obligations from RSU vesting.

How do William McDermott’s ServiceNow (NOW) restricted stock units vest over time?
The restricted stock units vest in tranches: 3.33% vested on May 7, 2024, another 3.33% on August 7, 2024, and 3.34% will vest on November 7, 2024. The remaining 90% will vest quarterly beginning on February 7, 2025, subject to continued service.
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).
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*
McDermott William R
(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)
X Director 10% Owner
X Officer (give title below) Other (specify below)
Chairman & CEO
3. Date of Earliest Transaction (Month/Day/Year)
08/07/2025
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 08/07/2025 M 1,754 A $0 8,368 D
Common Stock 08/07/2025 F 943(1) D $874.12 7,425 D
Common Stock 4,881 I by Trust
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 (2) 08/07/2025 M 1,754 (3) (3) Common Stock 1,754 $0 8,768 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. Each restricted stock unit represents a contingent right to receive one share of Issuer's common stock.
3. 3.33% of the shares subject to the restricted stock units vested on each of May 7, 2024, and August 7, 2024, 3.34% of the shares subject to the restricted stock units will vest on November 7, 2024, and the remaining 90% of the shares subject to the restricted stock units will vest quarterly beginning on February 7, 2025, and subject to the reporting person's continued service to the Issuer on each vesting date.
Remarks:
/s/ William R. McDermott by Russell S. Elmer, Attorney-in-Fact 08/11/2025
** 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.

Source: View Original Filing on SEC EDGAR