ELMER RUSSELL S 4

What Happened Elmer Russell, General Counsel of ServiceNow (NOW), was granted/acquired 9,470 performance-based restricted stock units (RSUs) on February 3, 2026. The transaction is reported as an award/acquisition at $0.00 per unit (compensation-based derivative award). These RSUs represent contingent rights to receive one share each and are the first tranche of a two-tranche performance award.

Key Details

• Transaction date: February 3, 2026; filing date: February 5, 2026 (filed on time).
• Transaction type/code: A (Award/Acquisition of derivative securities) — 9,470 RSUs @ $0.00.
• Shares owned after transaction: Not specified in the filing.
• Footnotes:
  • Each RSU equals a contingent right to one common share (F1).
  • 100% of these RSUs will vest on February 7, 2026, contingent on continued service that day (F2).
  • Award was acquired upon Compensation Committee certification of performance for the Jan 1, 2024–Dec 31, 2025 period; this is the first of two tranches, with remaining tranches subject to future certification (F3).

Context These are compensation-based RSUs awarded after the Compensation Committee certified achievement of performance goals; no cash purchase was made (acquisition price reported as $0). Because these are derivative/compensation awards (not open-market buys or sells), they reflect compensation and performance certification rather than an immediate trading signal.