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ServiceNow, Inc.

For the period ended Sep 30, 2026. Filed Oct 28, 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.

Sep 30, 2026 · Filed Oct 28, 2026

NOW$102.76+0.8%Stored close · as of Nov 9, 2026

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Item 5. Other Information

Rule 10b5-1 Trading Plans

During the quarter ended September 30, 2026, the following director and Section 16 officer adopted trading arrangements intended to satisfy the affirmative defense of Rule 10b5-1(c):

Paul Chamberlain, amember of our board of directors, adopted a trading plan on August 27, 2026. The plan, which expires November 15, 2027, provides for the sale of up to 2,700 shares of our common stock.

Gina Mastantuono, our President and Chief Financial Officer, adopted a trading plan on August 28, 2026. The plan, which expires May 18, 2027, provides for the sale of (i) up to 30,000 shares of our common stock and (ii) up to 100% of the net shares resulting from the vesting of 67,028 restricted stock units and performance-based restricted stock units during the plan period, subject to certain vesting conditions. Net shares are net of tax withholding.

Compensatory Arrangements of Certain Officers

On October 26, 2026, the Leadership Development and Compensation Committee (the “Committee”) of the Board of Directors (the “Board”) of ServiceNow, Inc. (the “Company”) unanimously approved grants to certain senior executive leaders of the Company (each, a “Recipient”) of restricted stock unit awards (each such award, a “Leadership Award” and collectively, the “Leadership Awards”) under the Company’s Amended and Restated 2021 Equity Incentive Plan.

The Leadership Awards reflect the Board's desire to retain and incentivize our current senior leadership team during an exceptionally competitive period for enterprise technology talent, and to promote the stability and retention of a high-performing leadership team over the longer term. The awards recognize the strong execution and momentum our leadership has demonstrated in advancing our strategic priorities and are designed to incentivize sustained focus on long-term shareholder value creation, particularly as we navigate the significant industry transitions driven by AI innovation and heightened competition for top enterprise technology talent. The grants are designed with back-loaded vesting through 2029 to sustain leadership continuity, reinforce long-term commitment to our strategic objectives and maintain a strong succession plan.

The Leadership Awards, granted on October 26, 2026, are scheduled to vest as follows: 25% on December 31, 2027, 35% on December 31, 2028, and 40% on December 31, 2029, subject to the Recipient’s continued employment with the Company through each applicable vesting date. Each of the Company’s named executive officers for fiscal year 2025 who remains employed by the Company is a Recipient, and the target values of their Leadership Awards are as follows: William R. McDermott, Chairman and Chief Executive Officer ($50,000,000), Amit Zavery, President, Chief Product Officer and Chief Operating Officer ($25,000,000), Paul Fipps, President, Global Customer Operations ($22,500,000), Gina Mastantuono, President and Chief Financial Officer ($17,750,000) and Jacqueline C. Canney, Chief People and AI Enablement Officer ($11,300,000).

Under the terms of the award agreement, any unvested portion of a Recipient’s Leadership Award will be forfeited when such Recipient’s service with the Company ends, except in connection with a Recipient’s death, Disability or a Qualifying Termination in connection with a Change in Control, in which case the Leadership Award will be treated in accordance with the Company’s Executive Severance Policy. Capitalized terms not defined here have the meanings given in the Severance Policy.

The foregoing summary of the terms and conditions of the Leadership Awards set forth above does not purport to be complete and is qualified by reference to the provisions of the Company’s Amended and Restated 2021 Equity Incentive Plan and form of Global Restricted Stock Unit Agreement, copies of which were filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed May 22, 2026, and Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q filed April 23, 2026, respectively.

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