ServiceNow, Inc. SEC Filings

ServiceNow General Counsel receives performance-based stock award

ServiceNow, Inc. reported that its General Counsel, Russell S. Elmer, acquired 9,470 restricted stock units on February 3, 2026. Each unit represents one share of common stock and was granted at a price of $0 per unit.

The award relates to performance-based restricted stock units granted on February 15, 2024, for a performance period from January 1, 2024 through December 31, 2025. The Compensation Committee certified achievement of the performance criteria on February 3, 2026, triggering this first of two tranches. All 9,470 units are scheduled to vest on February 7, 2026, if Elmer continues serving the company through that date.

ServiceNow, Inc. insider Amit Zavery, President, CPO and COO, received a grant of 31,089 restricted stock units on February 3, 2026. Each unit represents the right to receive one share of ServiceNow common stock at no purchase price.

The award was earned after the Compensation Committee certified performance results for the January 1, 2024 through December 31, 2025 period under performance-based RSUs originally granted on November 15, 2024. All 31,089 RSUs will vest in full on February 7, 2026, provided he remains in service with the company on that date. Following this grant, Zavery beneficially owns 31,089 derivative securities directly.

ServiceNow, Inc. files its annual report describing how its AI-powered ServiceNow AI Platform helps enterprises digitalize workflows across IT, customer service, core business functions and custom applications. The company highlights integrated AI agents, a unified data fabric, and workflow orchestration that connect insights to operational systems.

ServiceNow reports approximately 8,700 customers across many industries and over 2,000 issued patents as of December 31, 2025. It emphasizes growth in public-sector and heavily regulated markets, an expanding global partner ecosystem, and significant ongoing investment in research, development and AI capabilities, alongside extensive risk disclosures around competition, regulation, cybersecurity and data usage.

ServiceNow, Inc. reported that it issued a press release announcing its financial results for the three months and year ended December 31, 2025, furnished as Exhibit 99.1.

The company also announced that its Board of Directors authorized an additional $5.0 billion for its share repurchase program, supplementing approximately $1.4 billion of capacity remaining as of December 31, 2025. Repurchases may be executed at the company’s discretion through various methods and the program has no fixed expiration date and may be suspended or discontinued at any time.

ServiceNow, Inc. reported that it amended the employment agreement with Chairman and CEO William R. McDermott, effective January 1, 2026, confirming he will remain in service to the company through at least December 31, 2030. Over this period he may serve as CEO, co-CEO, Executive Chairman or Non-Executive Chairman, at the Board’s discretion and with his agreement, with compensation aligned to company performance and his responsibilities.

The company also amended its Executive Severance Policy for the CEO, effective January 1, 2026. Following a qualifying termination in connection with a change in control, the CEO becomes eligible for cash severance based on salary and target bonus, extended COBRA benefit payments, and full vesting of unvested RSUs and PRSUs based on actual performance. For qualifying terminations not tied to a change in control, the policy provides reduced cash severance, a current-year bonus, a shorter COBRA benefit period, and partial or pro-rata vesting of equity awards. The policy further details equity treatment upon retirement (subject to conditions), death, or disability.

ServiceNow, Inc. reported that it filed a prospectus supplement to its effective registration statement on Form S-3ASR to cover the resale from time to time by certain stockholders of shares of its common stock. These shares were acquired in connection with ServiceNow’s acquisition of Moveworks, Inc.

The company also filed the legal opinion and related consent of Skadden, Arps, Slate, Meagher & Flom LLP as exhibits, addressing the validity of the shares covered by the prospectus supplement.

ServiceNow is registering for resale up to 1,561,199 shares of its common stock that were issued to former Moveworks, Inc. securityholders as part of ServiceNow’s acquisition of Moveworks, which closed on December 15, 2025. These selling stockholders, including venture funds and Moveworks founders and executives, may sell their shares over time in public or private transactions at market, related, fixed or negotiated prices, but are not obligated to sell any shares.

ServiceNow will not receive any proceeds from these sales, although it will pay registration and listing expenses under a registration rights agreement, while selling stockholders bear their own selling costs. The document also highlights a previously approved 5-for-1 stock split of ServiceNow’s common stock that will become effective on December 17, 2025, and notes that share figures in the filing have not been adjusted for this split. Readers are directed to the company’s incorporated risk factors and forward-looking statements for a fuller discussion of business and market risks.

ServiceNow, Inc. is registering 85,581 shares of common stock under the assumed Moveworks, Inc. Stock Incentive Plan and 256,757 shares under the assumed Moveworks, Inc. 2025 Equity Incentive Plan. These plans and their outstanding stock options and restricted stock units were assumed in connection with ServiceNow’s acquisition of Moveworks, Inc. pursuant to a March 9, 2025 merger agreement.

The document also incorporates ServiceNow’s recent annual, quarterly and current reports, as well as the description of its common stock, into this registration by reference. It summarizes Delaware-law based indemnification protections for directors and officers and confirms that the company’s leadership has authorized the filing, with a power of attorney allowing designated executives to sign amendments.

ServiceNow executive reports small stock sale under pre-set plan

ServiceNow's President and CFO Gina Mastantuono reported selling 415 shares of the company's common stock on 12/05/2025 at a price of $850 per share. After this sale, she beneficially owns 12,228 shares of ServiceNow stock in direct form. The filing states that the transaction was carried out under a Rule 10b5-1 trading plan adopted on August 28, 2025, meaning the trade was pre-scheduled in advance.