McDermott William R 4

What Happened

• William R. McDermott, Chairman & CEO and Director of ServiceNow (NOW), received a grant of 346,920 performance-based shares/options on April 29, 2026. The grant is reported as a derivative award with a reported per-share price of $697.76, giving an aggregate notional value of $242,066,899.
• This is a tranche from a previously disclosed Performance Stock Option (PSO) award (originally granted Oct 29, 2021) and is a grant/award rather than an open-market purchase or sale.

Key Details

• Transaction date and filing: 2026-04-29 (Form 4 filed 2026-05-01) — filing appears timely (within the two-business-day window).
• Grant specifics: 346,920 shares (derivative); reported price $697.76; aggregate value ~$242,066,899.
• Vesting/conditions: Tranche Six met the subscription revenue metric (certified Apr 29, 2026) but has not vested. Vesting still requires (i) certification that the applicable stock price metric has been met and (ii) that McDermott is Chief Executive Officer or Executive Chairman on the vesting date.
• Previously vested options: As of April 29, 2026, 1,387,680 of the PSO options are fully vested and remain exercisable.
• Exhibit: Form lists a 2026 Section 16 Power of Attorney (EX-24) for McDermott.

Context

• This is a performance-based award (PSO tranche), not an immediate sale or purchase; it does not indicate an immediate cash outflow or inflow. The shares remain contingent on future performance and service conditions.
• For retail investors, grants like this reflect executive compensation tied to multi-year performance goals; they are not direct market bets by the insider unless and until options are exercised or shares are sold.