ServiceNow (NOW) CEO awarded 57,930 performance-based RSUs

Rhea-AI Filing Summary

ServiceNow Chairman and CEO William R. McDermott reported receiving an award of 57,930 restricted stock units (RSUs) on February 9, 2026. Each RSU represents a contingent right to receive one share of ServiceNow common stock.

The RSUs relate to a performance-based grant originally awarded on February 15, 2023. The number of additional shares was determined by the Compensation Committee based on ServiceNow’s total shareholder return versus the S&P 500 over the three years ended December 31, 2025. After this award, McDermott directly holds 115,860 RSUs.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider McDermott William R

Role Chairman & CEO

Type	Security	Shares	Price	Value
Grant/Award	Restricted Stock Units	57,930	$0.00	--

Holdings After Transaction: Restricted Stock Units — 115,860 shares (Direct)

Footnotes (1)

1. Each restricted stock unit represents a contingent right to receive one share of Issuer's common stock. Additional shares scheduled to vest on February 17, 2026, pursuant to the terms of the performance-based restricted stock units ("RSUs") granted February 15, 2023, based on the Issuer's total shareholder return relative to the S&P 500 for the three years ended December 31, 2025, as determined by the Compensation Committee on February 9, 2026.

Form 4 Insider Transactions: What Each Field Means →

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)
02/09/2026

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

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	(1)	02/09/2026		A		57,930		(2)	(2)	Common Stock	57,930	$0	115,860	D

Explanation of Responses:

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

2. Additional shares scheduled to vest on February 17, 2026, pursuant to the terms of the performance-based restricted stock units ("RSUs") granted February 15, 2023, based on the Issuer's total shareholder return relative to the S&P 500 for the three years ended December 31, 2025, as determined by the Compensation Committee on February 9, 2026.

Remarks:

	/s/ William R. McDermott by Hagen Ganem, Attorney-in-Fact	02/11/2026
	** 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 insider transaction did ServiceNow (NOW) report for William R. McDermott?

ServiceNow reported that Chairman and CEO William R. McDermott acquired 57,930 restricted stock units on February 9, 2026. These RSUs are part of a performance-based equity award tied to the company’s total shareholder return versus the S&P 500 over a three-year period.

How many ServiceNow (NOW) RSUs does William R. McDermott hold after this Form 4?

After the reported transaction, William R. McDermott beneficially owns 115,860 restricted stock units. Each RSU represents a contingent right to receive one share of ServiceNow common stock, reflecting his equity-based compensation as Chairman and CEO linked to prior performance conditions.

What are the terms of the ServiceNow (NOW) performance-based RSUs granted to McDermott?

The additional RSUs are tied to performance-based awards granted on February 15, 2023. Vesting depends on ServiceNow’s total shareholder return relative to the S&P 500 for the three years ended December 31, 2025, as certified by the Compensation Committee on February 9, 2026.

When are William R. McDermott’s new ServiceNow (NOW) RSUs scheduled to vest?

The additional RSUs are scheduled to vest on February 17, 2026. They stem from a 2023 performance-based grant whose payout level was determined by the Compensation Committee after reviewing ServiceNow’s three-year total shareholder return compared with the S&P 500 index.

Does the ServiceNow (NOW) Form 4 show a purchase or a sale by McDermott?

The Form 4 shows an acquisition of restricted stock units, not an open-market purchase or sale. The transaction code is “A,” indicating a grant or award of derivative securities as part of McDermott’s equity compensation rather than a cash stock transaction.

What does each ServiceNow (NOW) restricted stock unit reported in this filing represent?

Each restricted stock unit reported for William R. McDermott represents a contingent right to receive one share of ServiceNow common stock. Delivery of shares depends on satisfaction of vesting and performance conditions outlined in the original February 15, 2023 performance-based RSU award.