McDermott William R 4

4 · ServiceNow, Inc. · Filed May 18, 2026

AI-generated summary of this filing

Updated May 19, 2026

ServiceNow (NOW) CEO Bill McDermott Converts RSUs; Shares Withheld

What Happened

Bill McDermott, Chairman & CEO of ServiceNow (NOW), had restricted stock units (RSUs) vest on May 15, 2026. A total of 19,306 shares were issued on conversion of those RSUs (reported as exercise/conversion of derivatives at $0). To satisfy tax withholding obligations, 10,378 shares were relinquished at an applied value of $95.07 per share, resulting in tax withholding proceeds of $986,637. After withholding, McDermott retained approximately 8,928 net shares from this vesting event.

Key Details

Transaction date: 2026-05-15; Form 4 filed 2026-05-18 (filed within the normal reporting window).
Conversion/exercise: 19,306 shares acquired via RSU conversion (reported with $0 exercise price).
Tax withholding disposition: 10,378 shares surrendered at $95.07/share for a total of $986,637 (codes F = tax withholding).
Shares owned after transaction: not specified in the provided filing details.
Relevant footnotes: F1 = shares surrendered to cover federal/state tax withholding; F2–F5 describe that each RSU converts to one share and outline the RSU vesting schedules and prior vesting start dates.

Context

This was not an open-market sale but a routine cashless/tax-withholding action tied to RSU vesting — common practice when equity awards vest. Such withholdings are administrative and do not necessarily indicate a change in insider sentiment.

Form 4

Period: 2026-05-15

DirectorChairman & CEO

Transactions

Exercise/Conversion
Common Stock
2026-05-15+4,160→ 166,447 total
Tax Payment
Common Stock
[F1]
2026-05-15$95.07/sh−2,236$212,577→ 164,211 total
Exercise/Conversion
Common Stock
2026-05-15+6,270→ 170,481 total
Tax Payment
Common Stock
[F1]
2026-05-15$95.07/sh−3,371$320,481→ 167,110 total
Exercise/Conversion
Common Stock
2026-05-15+8,876→ 175,986 total
Tax Payment
Common Stock
[F1]
2026-05-15$95.07/sh−4,771$453,579→ 171,215 total
Exercise/Conversion
Restricted Stock Units
[F2][F3]
2026-05-15−4,160→ 12,480 total
→ Common Stock (4,160 underlying)
Exercise/Conversion
Restricted Stock Units
[F2][F4]
2026-05-15−6,270→ 43,920 total
→ Common Stock (6,270 underlying)
Exercise/Conversion
Restricted Stock Units
[F2][F5]
2026-05-15−8,876→ 97,642 total
→ Common Stock (8,876 underlying)

Holdings

Footnotes (5)

[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]Each restricted stock unit represents a contingent right to receive one share of Issuer's common stock.
[F3]The restricted stock units vest as to 1/16th of the total shares quarterly, with the first vesting having occurred on May 17, 2023, and subject to the Reporting Person's continued service to the Issuer on each vesting date.
[F4]The restricted stock units vest as to 1/12th of the total shares quarterly, with the first vesting having occurred on May 15, 2025, and subject to the Reporting Person's continued service to the Issuer on each vesting date.
[F5]The restricted stock units vest in 12 equal quarterly installments, with the first vesting having occurred on May 15, 2026, and subject to the reporting person's continued service to the Issuer on each vesting date.

Signature

/s/ William R. McDermott by Hossein Nowbar, Attorney-in-Fact|2026-05-18

1 file