ELMER RUSSELL S 4

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.