Canney Jacqueline P 4
4 · ServiceNow, Inc. · Filed Feb 10, 2026
Research Summary
AI-generated summary of this filing
ServiceNow (NOW) Jacqueline Canney Exercises RSUs; Shares Sold for Taxes
What Happened
- Jacqueline P. Canney, ServiceNow's Chief People & AI Enablement Officer, had restricted stock units (RSUs) convert into common shares. The filing shows 14,631 shares were acquired on conversion and 6,045 shares were surrendered/withheld to cover tax withholding obligations, valued at $100.74 per share for a total withholding of $608,973. Net shares retained by Canney from this event = 8,586 shares.
- These events are conversions/vesting of equity awards (derivative transactions), not open‑market purchases or discretionary sales by the insider.
Key Details
- Transaction dates: reported as February 6, 2026; Form 4 filed February 10, 2026 (timely within the 2 business‑day window).
- Prices/values: withholding occurred at $100.74 per share; total tax withholding value = $473,679 (4,702 shares) + $135,294 (1,343 shares) = $608,973.
- Shares: 14,631 shares acquired via conversion/exercise (12,001 + 2,630); 6,045 shares disposed/withheld for taxes (4,702 + 1,343); net +8,586 shares.
- Footnotes: F1 confirms the disposals were shares relinquished to cover federal/state tax withholding; F3–F6 indicate these were restricted stock units (including performance‑based RSUs) subject to vesting/certification; F2 and F7 note a 5‑for‑1 stock split (Dec 17, 2025) and that reported share counts reflect the split.
- Shares owned after the transaction are not specified in the provided filing.
Context
- These filings reflect routine issuance/settlement of RSUs and cashless withholding for taxes (common when awards vest), not an open‑market sale signaling a trading decision.
- The filing includes both time‑based and performance‑based RSU references (some tranches required Compensation Committee certification); one footnote indicates the reported tranche was acquired upon committee certification and is the first of two tranches subject to future certification.
Insider Transaction Report
Form 4
Canney Jacqueline P
Chief People & AI Enblmt. Off.
Transactions
- Exercise/Conversion
Common Stock
2026-02-06+12,001→ 27,136 total - Tax Payment
Common Stock
[F1]2026-02-06$100.74/sh−4,702$473,679→ 22,434 total - Exercise/Conversion
Common Stock
2026-02-06+2,630→ 25,064 total - Tax Payment
Common Stock
[F1][F2]2026-02-06$100.74/sh−1,343$135,294→ 23,721 total - Exercise/Conversion
Restricted Stock Units
[F3][F4][F5]2026-02-06−12,001→ 0 total→ Common Stock (12,001 underlying) - Exercise/Conversion
Restricted Stock Units
[F3][F6][F7]2026-02-06−2,630→ 7,895 total→ Common Stock (2,630 underlying)
Footnotes (7)
- [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]On December 17, 2025, the Issuer effected a 5-for-1 stock split of its common stock (the "Stock Split"), which resulted in the reporting person receiving four additional shares for each share of common stock of the Issuer held as of such date.
- [F3]Each restricted stock unit represents a contingent right to receive one share of Issuer's common stock.
- [F4]100% of the shares subject to the restricted stock units vested on February 7, 2026.
- [F5]Acquired upon Compensation Committee certification on February 3, 2026, of achievement of performance criteria for the January 1, 2024 through December 31, 2025 performance period under performance-based restricted stock units granted February 15, 2024. Represents the first of two tranches; remaining tranches subject to Compensation Committee certification of future performance.
- [F6]3.33% of the shares subject to the restricted stock units vested on each of May 7, 2024, and August 7, 2024, 3.34% of the shares subject to the restricted stock units vested on November 7, 2024, and the remaining 90% of the shares subject to the restricted stock units began vesting quarterly on February 7, 2025, and subject to the reporting person's continued service to the Issuer on each vesting date.
- [F7]The number of securities reported on this Form 4 have been adjusted to reflect the Stock Split.
Signature
/s/ Jacqueline P. Canney by Russell S. Elmer, Attorney-in-Fact|2026-02-10