William R. McDermott - Nov 5, 2024 Form 4 Insider Report for ServiceNow, Inc. (NOW)

Role: Chairman & CEO, Director
Signature: /s/ William R. McDermott by Russell S. Elmer, Attorney-in-Fact
Stock symbol: NOW
Transactions as of: Nov 5, 2024
Transactions value $: $48,413,380
Form type: 4
Date filed: 11/7/2024, 06:48 PM
Previous filing: Aug 20, 2024
Next filing: Nov 12, 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	$48.4M	+69.4K	+33.33%	$697.76	278K	Nov 5, 2024	Common Stock	69.4K	$697.76	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 October 29, 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 November 5, 2024, the Issuer's Compensation Committee certified achievement of the subscription revenue metric for Tranche Four of the PSO. Despite having met this performance metric, the shares for Tranche Four have not yet vested. They may vest, if at all, only if: (i) the achievement of the applicable stock price metric is certified; and (ii) the Reporting Person is either Chief Executive Officer or Executive Chairman of the Issuer on such vesting date. As of November 5, 2024, 138,768 of the options are fully vested and remain exercisable.

Content

As the Issuer has previously disclosed, on October 29, 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 November 5, 2024, the Issuer's Compensation Committee certified achievement of the subscription revenue metric for Tranche Four of the PSO. Despite having met this performance metric, the shares for Tranche Four have not yet vested. They may vest, if at all, only if: (i) the achievement of the applicable stock price metric is certified; and (ii) the Reporting Person is either Chief Executive Officer or Executive Chairman of the Issuer on such vesting date. As of November 5, 2024, 138,768 of the options are fully vested and remain exercisable.