Canney Jacqueline P 4

What Happened

• Jacqueline P. Canney, ServiceNow’s Chief People & AI Enablement Officer, converted/settled vested restricted stock units (derivative interests) and received a new RSU award. On Feb 17, 2026 she converted 28,008 derivative units into shares (reported as exercises/conversions) and was issued a grant of 42,797 RSU units. To cover tax withholding obligations she surrendered 14,299 shares at an implied price of $105.91 per share, resulting in withheld value of $1,514,407. The conversions are reported at $0 (typical for RSU settlement); the tax-withholding disposals are reported under code F.

Key Details

• Transaction date: Feb 17, 2026; Form 4 filed Feb 19, 2026 (timely — within required reporting window).
• Actions reported: M = exercise/conversion of derivatives (28,008 shares converted), A = grant/award (42,797 RSUs), F = shares surrendered for tax withholding (14,299 shares).
• Tax withholding value: 14,299 shares × $105.91 = $1,514,407 (broken out as 496 shares = $52,531 and 13,803 shares = $1,461,876).
• Net shares delivered from the conversions (after withholding): 28,008 converted − 14,299 withheld = 13,709 net shares.
• Shares owned after the transaction: not specified in the provided filing excerpt.
• Footnotes: F1 explains shares were surrendered to cover federal/state tax withholding; F2–F6 describe that the instruments are RSUs (1 RSU = 1 share), including both time‑based and performance‑based RSUs with various vesting schedules and a performance certification noted (F6).

Context

• These transactions reflect RSU vesting/conversion and a new RSU award, not open‑market purchases or discretionary sales. The surrender of shares to cover taxes is a routine, net‑settlement (cashless) treatment for vested RSUs and does not necessarily indicate a sell decision for cash. Some converted shares relate to performance‑based awards that were certified by the Compensation Committee per the filing.