Form 4: ServiceNow Special Counsel Gains 12,359 Performance RSUs

ServiceNow's Special Counsel, Russell S. Elmer, reported the acquisition of 12,359 performance-based restricted stock units, scheduled to vest on February 17, 2026.

Summary

• Russell S. Elmer, Special Counsel at ServiceNow, Inc., reported changes in beneficial ownership via a Form 4 filing.
• Acquired 12,359 Restricted Stock Units (RSUs) on February 9, 2026.
• Each RSU represents a contingent right to receive one share of ServiceNow's common stock.
• These RSUs are part of a performance-based grant originally made on February 15, 2023.
• The vesting of these RSUs was determined by the Compensation Committee on February 9, 2026, based on ServiceNow's total shareholder return relative to the S&P 500 for the three years ended December 31, 2025.
• Following this transaction, Elmer beneficially owns 24,729 derivative securities (RSUs).
• The 12,359 RSUs are scheduled to vest on February 17, 2026.

Sentiment

Score: 7

Explanation: StockSavvy.ai views this as a moderately positive signal, reflecting the successful achievement of performance targets for executive compensation and continued insider alignment with shareholder interests.

Positives

• An insider, Russell S. Elmer, acquired 12,359 Restricted Stock Units, indicating continued alignment with shareholder interests.
• The vesting of these performance-based RSUs suggests that ServiceNow met or exceeded its total shareholder return targets relative to the S&P 500 for the three years ended December 31, 2025, reflecting strong company performance.

Future Outlook

The 12,359 restricted stock units are scheduled to vest on February 17, 2026, following the Compensation Committee's determination on February 9, 2026, that the company met its performance criteria for the period ending December 31, 2025.

Industry Context

StockSavvy.ai notes that performance-based restricted stock units are a common compensation tool in the technology sector, aligning executive incentives with long-term shareholder value creation and market outperformance, as seen with companies like Salesforce and Workday.

Comparison to Industry Standards

• The use of performance-based RSUs tied to relative Total Shareholder Return (TSR) against a benchmark like the S&P 500 is a standard practice in the technology industry for executive compensation, similar to programs at Microsoft or Adobe.
• The vesting of these RSUs suggests ServiceNow's TSR performance for the three years ended December 31, 2025, met the criteria set by the Compensation Committee, indicating competitive performance within its peer group.

Stakeholder Impact

• Shareholders: Positive, as the vesting of performance-based RSUs suggests the company met its performance targets, potentially indicating strong past performance and continued alignment of executive incentives.
• Employees: May signal a positive outlook for the company's performance and compensation structure.

Next Steps

• The 12,359 restricted stock units are scheduled to vest on February 17, 2026.

Key Dates

Recommendation

This Form 4 reports the vesting of performance-based restricted stock units for a Special Counsel, indicating the company met its performance targets relative to the S&P 500. While positive, it's a routine compensation event reflecting past performance rather than a new strategic development that would warrant a change in investment thesis. It reinforces a 'hold' position for investors already confident in ServiceNow's long-term strategy and execution.

Keywords

ServiceNow, NOW, Russell S. Elmer, Restricted Stock Units, RSU, Insider Transaction, Form 4, Equity Compensation, Performance-Based Equity