ServiceNow (NOW) CEO sells blocks under 10b5-1 plan at $900–$933

Rhea-AI Filing Summary

William R. McDermott, Chairman & CEO and a director of ServiceNow, Inc. (NOW), reported multiple open-market sales of Common Stock executed on 08/28/2025 under a Rule 10b5-1 trading plan adopted on February 27, 2025. The filing lists a series of block sales at prices ranging from about $900.00 up to $933.61 per share, with individual trade sizes shown in the table.

The schedule of dispositions reduces the reported direct beneficial ownership level across the reported lines (examples shown: 12,084 shares down through 6,614 shares). The filing also discloses 4,881 shares held indirectly by a trust. All transactions are reported as sales (code S) and were effected pursuant to the 10b5-1 plan.

Positive

• Transactions executed under a documented Rule 10b5-1 plan, indicating pre-scheduled, non-discretionary sales
• Detailed per-block pricing ranges and explanatory notes were provided, increasing disclosure transparency
• Form 4 filed and signed (attorney-in-fact signature present), meeting reporting requirements

Negative

• None.

Insights

Securities Analyst

TL;DR: Routine 10b5-1 plan sales by the CEO; multiple blocks sold across a wide price range on one day.

The Form 4 documents a series of planned disposals executed on a single date under a previously adopted 10b5-1 plan. The block-level prices span roughly $900 to $933.61, indicating sales across a strong market price band rather than a single price point. The filing shows declining direct beneficial ownership on successive reported lines and an indirect holding of 4,881 shares by a trust. There is no indication in this Form 4 of any new grants, purchases, options exercises, or other corporate events. Impact on float or market liquidity from these sales appears limited relative to typical large-cap volumes, and the disclosure aligns with routine insider liquidity activity.

Corporate Governance Expert

TL;DR: Disclosure follows governance best practices: sales under a documented 10b5-1 plan and reported in a timely Form 4.

The reporting identifies the transactions as being executed pursuant to a Rule 10b5-1 plan adopted February 27, 2025, which provides the affirmative defense for scheduled trades. The Form 4 is signed by an attorney-in-fact on behalf of William R. McDermott and lists his roles as Chairman & CEO and director. The structure and explanatory footnotes provide per-block weighted average price ranges and an offer to provide full per-price allocations on request, which enhances transparency. From a governance perspective this is a routine, properly documented insider sale disclosure without additional red flags in the filing itself.

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^*

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)
08/28/2025

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	08/28/2025		S(1)		355(2)	D	$900.003(3)	12,084	D
Common Stock	08/28/2025		S(1)		400(2)	D	$902.29(4)	11,684	D
Common Stock	08/28/2025		S(1)		200(2)	D	$903.335(5)	11,484	D
Common Stock	08/28/2025		S(1)		300(2)	D	$905.223(6)	11,184	D
Common Stock	08/28/2025		S(1)		265(2)	D	$906.757(7)	10,919	D
Common Stock	08/28/2025		S(1)		287(2)	D	$908.05(8)	10,632	D
Common Stock	08/28/2025		S(1)		300(2)	D	$909.255(9)	10,332	D
Common Stock	08/28/2025		S(1)		221(2)	D	$910.463(10)	10,111	D
Common Stock	08/28/2025		S(1)		616(2)	D	$912.171(11)	9,495	D
Common Stock	08/28/2025		S(1)		134(2)	D	$912.863(12)	9,361	D
Common Stock	08/28/2025		S(1)		100	D	$913.96	9,261	D
Common Stock	08/28/2025		S(1)		273(2)	D	$918.198(13)	8,988	D
Common Stock	08/28/2025		S(1)		200(2)	D	$920.265(14)	8,788	D
Common Stock	08/28/2025		S(1)		190(2)	D	$922.815(15)	8,598	D
Common Stock	08/28/2025		S(1)		10	D	$924.93	8,588	D
Common Stock	08/28/2025		S(1)		623(2)	D	$928.685(16)	7,965	D
Common Stock	08/28/2025		S(1)		595(2)	D	$929.705(17)	7,370	D
Common Stock	08/28/2025		S(1)		138(2)	D	$931.193(18)	7,232	D
Common Stock	08/28/2025		S(1)		129(2)	D	$932.14(19)	7,103	D
Common Stock	08/28/2025		S(1)		489(2)	D	$933.353(20)	6,614	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

Explanation of Responses:

1. The transactions reported on this Form 4 were effected pursuant to the Rule 10b5-1 trading plan adopted by the Reporting Person on February 27, 2025.

2. Represents the aggregate of sales effected on the same day at different prices.

3. Represents the weighted average sales price per share. The shares sold at prices ranging from $900.00 to $900.01 per share. Full information regarding the number of shares sold at each price shall be provided upon request to the staff of the U.S. Securities and Exchange Commission, the Issuer, or a security holder of the Issuer.

4. Represents the weighted average sales price per share. The shares sold at prices ranging from $902.20 to $902.38 per share. Full information regarding the number of shares sold at each price shall be provided upon request to the staff of the U.S. Securities and Exchange Commission, the Issuer, or a security holder of the Issuer.

5. Represents the weighted average sales price per share. The shares sold at prices ranging from $903.33 to $903.34 per share. Full information regarding the number of shares sold at each price shall be provided upon request to the staff of the U.S. Securities and Exchange Commission, the Issuer, or a security holder of the Issuer.

6. Represents the weighted average sales price per share. The shares sold at prices ranging from $904.84 to $905.42 per share. Full information regarding the number of shares sold at each price shall be provided upon request to the staff of the U.S. Securities and Exchange Commission, the Issuer, or a security holder of the Issuer.

7. Represents the weighted average sales price per share. The shares sold at prices ranging from $906.21 to $906.94 per share. Full information regarding the number of shares sold at each price shall be provided upon request to the staff of the U.S. Securities and Exchange Commission, the Issuer, or a security holder of the Issuer.

8. Represents the weighted average sales price per share. The shares sold at prices ranging from $907.90 to $908.82 per share. Full information regarding the number of shares sold at each price shall be provided upon request to the staff of the U.S. Securities and Exchange Commission, the Issuer, or a security holder of the Issuer.

9. Represents the weighted average sales price per share. The shares sold at prices ranging from $909.215 to $909.28 per share. Full information regarding the number of shares sold at each price shall be provided upon request to the staff of the U.S. Securities and Exchange Commission, the Issuer, or a security holder of the Issuer.

10. Represents the weighted average sales price per share. The shares sold at prices ranging from $910.38 to $911.25 per share. Full information regarding the number of shares sold at each price shall be provided upon request to the staff of the U.S. Securities and Exchange Commission, the Issuer, or a security holder of the Issuer.

11. Represents the weighted average sales price per share. The shares sold at prices ranging from $911.73 to $912.58 per share. Full information regarding the number of shares sold at each price shall be provided upon request to the staff of the U.S. Securities and Exchange Commission, the Issuer, or a security holder of the Issuer.

12. Represents the weighted average sales price per share. The shares sold at prices ranging from $912.84 to $912.87 per share. Full information regarding the number of shares sold at each price shall be provided upon request to the staff of the U.S. Securities and Exchange Commission, the Issuer, or a security holder of the Issuer.

13. Represents the weighted average sales price per share. The shares sold at prices ranging from $918.11 to $918.56 per share. Full information regarding the number of shares sold at each price shall be provided upon request to the staff of the U.S. Securities and Exchange Commission, the Issuer, or a security holder of the Issuer.

14. Represents the weighted average sales price per share. The shares sold at prices ranging from $920.26 to $920.27 per share. Full information regarding the number of shares sold at each price shall be provided upon request to the staff of the U.S. Securities and Exchange Commission, the Issuer, or a security holder of the Issuer.

15. Represents the weighted average sales price per share. The shares sold at prices ranging from $922.81 to $922.82 per share. Full information regarding the number of shares sold at each price shall be provided upon request to the staff of the U.S. Securities and Exchange Commission, the Issuer, or a security holder of the Issuer.

16. Represents the weighted average sales price per share. The shares sold at prices ranging from $928.26 to $929.25 per share. Full information regarding the number of shares sold at each price shall be provided upon request to the staff of the U.S. Securities and Exchange Commission, the Issuer, or a security holder of the Issuer.

17. Represents the weighted average sales price per share. The shares sold at prices ranging from $929.36 to $930.29 per share. Full information regarding the number of shares sold at each price shall be provided upon request to the staff of the U.S. Securities and Exchange Commission, the Issuer, or a security holder of the Issuer.

18. Represents the weighted average sales price per share. The shares sold at prices ranging from $930.55 to $931.50 per share. Full information regarding the number of shares sold at each price shall be provided upon request to the staff of the U.S. Securities and Exchange Commission, the Issuer, or a security holder of the Issuer.

19. Represents the weighted average sales price per share. The shares sold at prices ranging from $931.70 to $932.69 per share. Full information regarding the number of shares sold at each price shall be provided upon request to the staff of the U.S. Securities and Exchange Commission, the Issuer, or a security holder of the Issuer.

20. Represents the weighted average sales price per share. The shares sold at prices ranging from $932.73 to $933.61 per share. Full information regarding the number of shares sold at each price shall be provided upon request to the staff of the U.S. Securities and Exchange Commission, the Issuer, or a security holder of the Issuer.

Remarks:

	/s/ William R. McDermott by Russell S. Elmer, Attorney-in-Fact	09/02/2025
	** 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

What transactions did William R. McDermott report on the Form 4 for NOW?

He reported multiple sales of Common Stock executed on 08/28/2025, each shown as disposition (code S) with block sizes and prices listed.

Were the sales part of a 10b5-1 trading plan for ServiceNow (NOW)?

Yes. The Form 4 states the transactions were effected pursuant to a Rule 10b5-1 trading plan adopted on February 27, 2025.

What price range and share counts are disclosed in the filing?

Block prices in the filing range approximately from $900.00 to $933.61 per share; individual block sizes are shown (examples include 355, 400, 616, 623, 595, 489 shares).

How did these sales affect McDermott's reported ownership?

The reported direct beneficial ownership lines decline across the entries (examples: from 12,084 down to 6,614 shares); the filing also discloses 4,881 shares held indirectly by a trust.

Who signed the Form 4 and when?

The Form 4 is signed electronically /s/ William R. McDermott by Russell S. Elmer, Attorney-in-Fact with a signature date of 09/02/2025.