ELMER RUSSELL S 4
4 · ServiceNow, Inc. · Filed Feb 10, 2026
Research Summary
AI-generated summary of this filing
ServiceNow (NOW) Special Counsel Elmer Russell Receives RSUs, Surrenders Tax Shares
What Happened
- Elmer Russell, Special Counsel at ServiceNow (NOW), received 11,545 shares when restricted stock units (RSUs)/performance-based RSUs converted into common stock (9,470 + 2,075 shares acquired on Feb 6, 2026). To satisfy tax withholding, he relinquished 4,386 shares (3,357 + 1,029) to the company at $100.74 per share, totaling $441,845 in withholding value. The transactions reflect RSU vesting/conversion rather than an open-market sale or purchase.
Key Details
- Transaction date: February 6, 2026; Form 4 filed Feb 10, 2026 (timely within SEC two-business-day rule).
- Shares acquired via derivative conversion (RSUs): 11,545 shares at $0.00 per share (conversion/acquisition).
- Shares disposed for tax withholding: 4,386 shares surrendered at $100.74 per share, total value $441,845.
- Footnotes: transactions relate to vested RSUs and performance-based RSUs; numbers adjusted for a 5-for-1 stock split (Dec 17, 2025). F1 indicates shares were relinquished to cover federal/state tax withholding. F5/F6 describe the performance/time-based vesting mechanics and certifications.
- Shares owned after the transaction are not specified in the supplied extract.
- Remark: As of Feb 10, 2026 the reporting person ceased to be a Section 16 officer but remains an employee.
Context
- This was not an open-market sale for cash gains but a routine tax-withholding disposition following RSU/PSU vesting (common practice when equity awards vest). Such withholding transactions do not necessarily indicate a change in the insider’s view of the company; they are administrative actions to satisfy tax obligations.
Insider Transaction Report
Form 4Exit
ELMER RUSSELL S
Other
Transactions
- Exercise/Conversion
Common Stock
2026-02-06+9,470→ 31,130 total - Tax Payment
Common Stock
[F1]2026-02-06$100.74/sh−3,357$338,184→ 27,773 total - Exercise/Conversion
Common Stock
2026-02-06+2,075→ 29,848 total - Tax Payment
Common Stock
[F1][F2]2026-02-06$100.74/sh−1,029$103,661→ 28,819 total - Exercise/Conversion
Restricted Stock Units
[F3][F4][F5]2026-02-06−9,470→ 0 total→ Common Stock (9,470 underlying) - Exercise/Conversion
Restricted Stock Units
[F3][F6][F7]2026-02-06−2,075→ 6,230 total→ Common Stock (2,075 underlying)
Footnotes (7)
- [F1]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.
- [F2]On December 17, 2025, the Issuer effected a 5-for-1 stock split of its common stock (the "Stock Split"), which resulted in the reporting person receiving four additional shares for each share of common stock of the Issuer held as of such date.
- [F3]Each restricted stock unit represents a contingent right to receive one share of Issuer's common stock.
- [F4]100% of the shares subject to the restricted stock units vested on February 7, 2026.
- [F5]Acquired upon Compensation Committee certification on February 3, 2026, of achievement of performance criteria for the January 1, 2024 through December 31, 2025 performance period under performance-based restricted stock units granted February 15, 2024. Represents the first of two tranches; remaining tranches subject to Compensation Committee certification of future performance.
- [F6]3.33% of the shares subject to the restricted stock units vested on each of May 7, 2024, and August 7, 2024, 3.34% of the shares subject to the restricted stock units vested on November 7, 2024, and the remaining 90% of the shares subject to the restricted stock units began vesting quarterly on February 7, 2025, and subject to the reporting person's continued service to the Issuer on each vesting date.
- [F7]The number of securities reported on this Form 4 have been adjusted to reflect the Stock Split.
Signature
/s/ Russell S. Elmer|2026-02-10