NOW Insider Activity: Canney RSU Vesting and Rule 10b5-1 Sale Executed

Rhea-AI Filing Summary

Jacqueline P. Canney, Chief People & AI Enblmt. Officer at ServiceNow (NOW), reported multiple transactions on Form 4 related to vesting of restricted stock units (RSUs), tax-withholding share remittances, and an executed sale under a 10b5-1 plan. On 08/15/2025 she acquired 2,703 shares, 194 shares, and 298 shares upon RSU vesting and had previously relinquished 1,380, 100, and 153 shares to satisfy tax withholding at $867.24 per share, leaving beneficial ownership balances ranging from 3,027 to 5,730 shares across line items. A sale of 1,562 shares occurred on 08/18/2025 at $866.45 per share under a Rule 10b5-1 plan adopted February 27, 2025.

Insights

Financial Analyst

TL;DR: Routine equity compensation vesting with tax-withholding remittances and a preplanned sale; no material change to control or capital structure.

The Form 4 documents standard equity compensation activity: performance- and service-based RSU vesting converted to common shares, shares surrendered to cover federal and state tax withholding at $867.24 per share, and a Rule 10b5-1 sale of 1,562 shares at $866.45. The transactions reflect compensation settlement mechanics and a pre-established trading plan adopted 02/27/2025, and they do not indicate a change in ownership control. Reported beneficial ownership post-transactions ranges by line from 3,027 to 5,730 shares.

Corporate Governance Expert

TL;DR: Disclosures comply with Section 16 timing and Rule 10b5-1; activity aligns with routine governance and compensation processes.

The filing discloses the mechanics of RSU vesting schedules including performance-based vesting tied to relative TSR metrics and standard quarterly/service vesting schedules. The reporter used Rule 16b-3 mechanics for tax withholding and a Rule 10b5-1 plan for an executed sale on 08/18/2025. From a governance perspective, these are standard, transparent actions consistent with equity plan administration and insider trading policies.

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

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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)
08/15/2025

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	08/15/2025		M		2,703	A	$0	5,730	D
Common Stock	08/15/2025		F		1,380(1)	D	$867.24	4,350	D
Common Stock	08/15/2025		M		194	A	$0	4,544	D
Common Stock	08/15/2025		F		100(1)	D	$867.24	4,444	D
Common Stock	08/15/2025		M		298	A	$0	4,742	D
Common Stock	08/15/2025		F		153(1)	D	$867.24	4,589	D
Common Stock	08/18/2025		S(2)		1,562	D	$866.45	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)	08/15/2025		M			2,703	(4)(5)	(4)(5)	Common Stock	2,703	$0	2,704	D
Restricted Stock Units	(3)	08/15/2025		M			194	(6)	(6)	Common Stock	194	$0	1,165	D
Restricted Stock Units	(3)	08/15/2025		M			298	(7)	(7)	Common Stock	298	$0	2,981	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. 30% of the shares subject to the restricted stock units vested on February 17, 2024, 15% of the shares subject to the restricted stock units vested on each of August 17, 2024 and February 17, 2025, 20% of the shares subject to the restricted stock units vested on August 17, 2025, and the final vest on February 17, 2026 of 20% of the shares subject to the restricted stock units is subject to adjustment based on the Issuer's 3-year relative total stockholder return performance against the S&P 500 index for the period from January 1, 2023 to December 31, 2025, subject to the reporting person's continued service to the Issuer on each vesting date.

5. Acquired upon achievement of certain performance criteria pursuant to the performance-based restricted stock units granted February 15, 2023 under the Issuer's 2021 Equity Incentive Plan. The performance period for the restricted stock units was January 1, 2023 until December 31, 2023, with achievement of the applicable performance criteria subject to determination by the Issuer's Compensation Committee. This determination was obtained on January 22, 2024.

6. The restricted stock units vest as to 1/16th of the total shares quarterly, with the first vesting having occurred on May 17, 2023, and subject to the Reporting Person's continued service to the Issuer on each vesting date.

7. The restricted stock units vest as to 1/12th of the total shares quarterly, with the first vesting having occurred on May 15, 2025, and subject to the Reporting Person's continued service to the Issuer on each vesting date.

Remarks:

	/s/ Jacqueline P. Canney by Russell S. Elmer, Attorney-in-Fact	08/19/2025
	** 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.
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FAQ

What transactions did Jacqueline P. Canney report on Form 4 for ServiceNow (NOW)?

The Form 4 reports RSU vesting acquisitions of 2,703, 194, and 298 shares on 08/15/2025, tax-withholding relinquishments of 1,380, 100, and 153 shares at $867.24, and a sale of 1,562 shares on 08/18/2025 at $866.45.

Was any sale executed under a Rule 10b5-1 plan?

Yes. The filing states the sale of 1,562 shares on 08/18/2025 was effected pursuant to a Rule 10b5-1 plan adopted by the reporting person on 02/27/2025.

Why were some shares relinquished in these transactions?

The reporting person relinquished shares to satisfy federal and state tax withholding obligations resulting from RSU vesting, in accordance with Rule 16b-3.

What performance or vesting schedules are noted for the RSUs?

Performance-based RSUs granted 02/15/2023 had vesting tied to a three-year relative TSR vs the S&P 500 and service-based RSUs vest quarterly as described, with specific percentage and quarter schedules outlined in the filing.

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

Following the reported transactions, beneficial ownership balances shown in the form range across line items from 3,027 to 5,730 shares, depending on the line item.