Russell S. Elmer - Feb 6, 2024 Form 4 Insider Report for ServiceNow, Inc. (NOW)

Role: General Counsel
Signature: /s/ Russell S. Elmer
Stock symbol: NOW
Transactions as of: Feb 6, 2024
Transactions value $: $2,568,005
Form type: 4
Date filed: 2/8/2024, 04:10 PM
Previous filing: Jan 24, 2024
Next filing: Feb 9, 2024

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
transaction	NOW	Employee Stock Option (Right to Buy)	Award	$2.57M	+3.92K	+50%	$655.94	11.7K	Feb 6, 2024	Common Stock	3.92K	$655.94	Direct	F1

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	As the Issuer has previously disclosed, on December 13, 2021, a Performance Stock Option ("PSO") was granted to the Reporting Person. The Issuer also disclosed that there are eight separate tranches to the PSO and any tranche may vest only if both subscription revenue and stock price performance metrics are met, in addition to service requirements. The performance period ends September 30, 2026. On February 6, 2024, the Issuer's Compensation Committee certified achievement of the subscription revenue metric for Tranche Three of the PSO. Despite having met this performance metric, the shares for Tranche Three have not yet vested. They may vest, if at all, only if: (i) achievement of the applicable stock price metric is certified; and (ii) the Reporting Person is an employee of the Issuer on such vesting date.

Content

As the Issuer has previously disclosed, on December 13, 2021, a Performance Stock Option ("PSO") was granted to the Reporting Person. The Issuer also disclosed that there are eight separate tranches to the PSO and any tranche may vest only if both subscription revenue and stock price performance metrics are met, in addition to service requirements. The performance period ends September 30, 2026. On February 6, 2024, the Issuer's Compensation Committee certified achievement of the subscription revenue metric for Tranche Three of the PSO. Despite having met this performance metric, the shares for Tranche Three have not yet vested. They may vest, if at all, only if: (i) achievement of the applicable stock price metric is certified; and (ii) the Reporting Person is an employee of the Issuer on such vesting date.