ELMER RUSSELL S 4

What Happened

• Elmer Russell S., Special Counsel at ServiceNow (NOW), received an award of 12,359 restricted stock units (RSUs) on February 9, 2026. The filing reports these as a derivative grant (code A) at $0.00 per unit (no cash exchanged). Each RSU represents a contingent right to one share of ServiceNow common stock.

Key Details

• Transaction date: February 9, 2026; Form 4 filed February 11, 2026 (appears timely).
• Transaction type/code: Award / Grant (A); derivative securities (RSUs).
• Shares/units granted: 12,359 RSUs; reported acquisition price: $0.00.
• Shares owned after transaction: Not specified in the provided excerpt of the filing.
• Footnotes: F1 clarifies each RSU is a contingent right to one share. F2 notes additional shares are scheduled to vest February 17, 2026, based on performance-based RSUs granted Feb 15, 2023 tied to ServiceNow’s total shareholder return vs. the S&P 500 for the three years ended Dec 31, 2025, as determined by the Compensation Committee on Feb 9, 2026.
• No indication in the filing of a sale, cashless exercise, tax withholding, 10b5-1 plan, or late filing penalty.

Context

• These RSUs are performance‑based and contingent — they do not represent immediately tradable shares. Vesting and ultimate conversion into common stock depend on the Compensation Committee’s performance determination and the scheduled vesting date(s). Awards like this are routine compensation for employees and executives and are not direct open‑market purchases or sales.