ServiceNow, Inc. 8-K

What Happened ServiceNow, Inc. announced in an 8-K (furnished Feb 17, 2026) that five senior executives — William R. McDermott (Chairman & CEO), Gina Mastantuono (President & CFO), Nicholas Tzitzon (Vice Chairman), Jacqueline Canney (Chief People & AI Enablement Officer), and Russell Elmer (Special Counsel) — have terminated their Rule 10b5-1 trading plans, cancelling all future planned sales of company common stock. Separately, on February 13, 2026 Mr. McDermott entered a purchase agreement to buy $3 million of ServiceNow common stock on February 27, 2026; that date is the earliest he can buy without incurring short-swing profit liability under Section 16. The stock purchase will be reported on a Form 4 when required. The report states this disclosure is furnished, not filed, and is not subject to Section 18 liability or automatic incorporation by reference.

Key Details

• Filing date: Form 8-K furnished on February 17, 2026.
• Executives terminating 10b5-1 plans: William R. McDermott; Gina Mastantuono; Nicholas Tzitzon; Jacqueline Canney; Russell Elmer.
• CEO purchase agreement: $3,000,000 of ServiceNow common stock; agreement entered Feb 13, 2026; planned purchase date Feb 27, 2026.
• Compliance notes: Purchase date chosen to avoid Section 16 short-swing profit liability; Form 4 to be filed when required.

Why It Matters Terminating 10b5-1 plans stops pre-scheduled insider sales and can affect the timing and visibility of insider stock sales. The CEO's planned $3M purchase is a direct insider buy, which investors often view as a signal of confidence. The filing is informational (furnished) rather than “filed,” which affects legal presumptions about incorporation and liability. Investors tracking insider activity should watch for the forthcoming Form 4 and any further disclosures.