Item 5. Other Information
ITEM 5. OTHER INFORMATION
Rule 10b5-1 Trading Plans
During the quarter ended March 31, 2025, the following directors and Section 16 officers adopted trading arrangements intended to satisfy the affirmative defense of Rule 10b5-1(c):
• Teresa Briggs , a member of our board of directors , adopted a trading plan on February 10, 2025 . The plan, which expires May 30, 2025 , provides for the sale of 50% of the shares resulting from the vesting of 428 restricted stock units during the plan period, subject to certain vesting conditions.
• Jacqueline Canney , our Chief People and AI Enablement Officer , adopted a trading plan on February 27, 2025 . The plan, which expires May 22, 2026 , provides for 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 are net of tax withholding.
• Kevin McBride , our Chief Accounting Officer , adopted a trading plan on February 27, 2025 . The plan, which expires February 17, 2026 , provides for the sale of 1,120 shares of our common stock during the plan period.
• William R. McDermott , our Chief Executive Officer , adopted a trading plan on February 27, 2025 . The plan, which expires May 19, 2026 , provides for 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 are net of tax withholding.
• Anita Sands , a member of our board of directors , adopted a trading plan on February 27, 2025 . The plan, which expires October 1, 2025 , provides for the sale of up to $1,000,000 of shares of our common stock during the plan period.
• Nick Tzitzon , our Vice Chairman , adopted a trading plan on February 28, 2025 . The plan, which expires May 19, 2026 , provides for 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 are net of tax withholding.
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ITEM 6. EXHIBITS
EXHIBIT INDEX
Exhibit
Number
Description of Document Incorporated by Reference Filed
Herewith
Form File No. Exhibit Filing Date
3.1
Restated Certificate of Incorporation of Registrant, as amended
8-K 001-35580 3.1 6/9/2021
3.2
Restated Bylaws of Registrant
8-K 001-35580 3.1 2/12/2025
10.1*
Form s of Global Restricted Stock Unit Award Agreement and Global Performance Restricted Stock Unit Award Agreement, effective February 10, 2025 , under the Amended and Restated 2021 Equity Incentive Plan
X
10. 2*
Amendment to Employment Agreement dated March 21 , 202 5 , between the Registrant and Amit Zavery
X
31.1
Certification of Periodic Report by Chief Executive Officer under Section 302 of the Sarbanes-Oxley Act of 2002
X
31.2
Certification of Periodic Report by Chief Financial Officer under Section 302 of the Sarbanes-Oxley Act of 2002
X
32.1**
Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350 as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
X
32.2**
Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350 as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
X
101.INS Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. X
101.SCH Inline XBRL Taxonomy Extension Schema Document. X
101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document. X
101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document. X
101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document. X
101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document. X
104 Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101) X
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* Indicates a management contract, compensatory plan or arrangement.
** The certifications on Exhibit 32 hereto are deemed not “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liability of that Section. Such certifications will not be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
S ERVICE N OW , I NC .
Date: April 23, 2025 By: /s/ William R. McDermott
William R. McDermott
Chief Executive Officer
(Principal Executive Officer)
Date: April 23, 2025 By: /s/ Gina Mastantuono
Gina Mastantuono
President and Chief Financial Officer
(Principal Financial Officer)
Date: April 23, 2025 By: /s/ Kevin McBride
Kevin McBride
Chief Accounting Officer
(Principal Accounting Officer)
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Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.