ServiceNow, Inc.
For the period ended Mar 31, 2026. Filed Apr 23, 2026.
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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Mar 31, 2026 · Filed Apr 23, 2026
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Item 5. Other Information
Rule 10b5-1 Trading Plans
During the quarter ended March 31, 2026, the following Section 16 officers terminated trading arrangements that were intended to satisfy the affirmative defense of Rule 10b5-1(c):
William R. McDermott, our Chief Executive Officer, terminated a trading plan on February 6, 2026. The plan, which was adopted on February 27, 2025 and was scheduled to expire May 19, 2026, previously permitted the sale of up to 100% of the net shares resulting from the vesting of 52,566 restricted stock units and performance-based restricted stock units during the plan period, subject to certain vesting conditions. Net shares were net of tax withholding.
Gina Mastantuono, our President and Chief Financial Officer, terminated a trading plan on February 6, 2026. The plan, which was adopted on August 28, 2025 and was scheduled to expire May 26, 2026, previously permitted the sale of (i) up to 3,700 shares of our common stock and (ii) up to 100% of the net shares resulting from the vesting of 13,136 restricted stock units and performance-based restricted stock units during the plan period, subject to certain vesting conditions. Net shares were net of tax withholding.
Jacqueline Canney, our Chief People and AI Enablement Officer, terminated a trading plan on February 6, 2026. The plan, which was adopted on February 27, 2025 and was scheduled to expire May 22, 2026, previously permitted the sale of 100% of the net shares resulting from the vesting of 13,248 restricted stock units and performance-based restricted stock units during the plan period, subject to certain vesting conditions. Net shares were net of tax withholding.
Nick Tzitzon, our Vice Chairman, terminated a trading plan on February 6, 2026. The plan, which was adopted on February 28, 2025 and was scheduled to expire May 19, 2026, previously permitted the sale of (i) up to 649 shares of our common stock and (ii) 100% of the net shares resulting from the vesting of 11,552 restricted stock units and performance-based restricted stock units during the plan period, subject to certain vesting conditions. Net shares were net of tax withholding.
Russell Elmer, our Special Counsel, terminated a trading plan on February 6, 2026. The plan, which was adopted on May 21, 2025 and was scheduled to expire May 18, 2026, previously permitted the sale of (i)110 shares of our common stock and (ii) 100% of the net shares resulting from the vesting of 10,523 restricted stock units and performance-based restricted stock units during the plan period, subject to certain vesting conditions. Net shares were net of tax withholding.
In addition, on February 13, 2026, Mr. McDermott adopted a “non-Rule 10b5-1 trading arrangement,” as defined by Regulation S-K Item 408(c), by entering into a share purchase agreement with a broker that provided for the purchase of $3 million of shares of our common stock on February 27, 2026, at prevailing market prices.
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