Item 5. Other Information
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.
43
Table of Contents
Item 6. Exhibits
Exhibit Index
44
Table of Contents
Exhibit
Number Description of Document Incorporated by Reference Filed
Herewith
Form File No. Exhibit Filing Date
3.1
Restated Certificate of Incorporation of Registrant
8-K 001-35580 3.1 5/27/2025
3.2
Restated Bylaws of Registrant
8-K 001-35580 3.1 2/12/2025
1 0.1*
Forms of Global Restricted Stock Unit Award Agreement and Global Performance Restricted Stock Unit Award Agreement, effective February 9 , 202 6 , under the Amended and Restated 2021 Equity Incentive Plan
X
1 0. 2 *
Employment Letter Agreement dated April 22 , 202 5 , by and between the Registrant and Paul Fipps
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
* Indicates a management contract, compensatory plan or arrangement.
45
Table of Contents
** 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.
46
Table of Contents
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.
SERVICENOW, INC.
Date: April 22, 2026 By: /s/ William R. McDermott
William R. McDermott
Chief Executive Officer
(Principal Executive Officer)
Date: April 22, 2026 By: /s/ Gina Mastantuono
Gina Mastantuono
President and Chief Financial Officer
(Principal Financial Officer)
Date: April 22, 2026 By: /s/ Danielle Fontaine
Danielle Fontaine
Chief Accounting Officer
(Principal Accounting Officer)
47
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.