ServiceNow, Inc. — Director's Dealing 2023

May 10, 2023

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ServiceNow, Inc. (NOW)
CIK: 0001373715
Period of Report: 2023-05-09

Reporting Person: ELMER RUSSELL S (General Counsel)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2023-05-09	Employee Stock Option (Right to Buy)	$655.94	A	3915	Acquired	2031-12-13	Common Stock (3915.0)	Direct

Footnotes

F1: As the Issuer has previously disclosed, on Dec. 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 in which the performance targets may be met is from Oct. 29, 2021 to and including Sept. 30, 2026. On May 9, 2023, the Issuer's Compensation Committee certified achievement of the subscription revenue metric for Tranche Two of the PSO. Despite having met this performance metric, the shares for Tranche One and Tranche Two have not yet vested. They may vest, if at all, only if: (i) the achievements of the stock price metrics for Tranche One and Tranche Two are certified; and (ii) the Reporting Person serves as an employee of the Issuer on such vesting date and further provided that no vesting may occur before Dec. 13, 2023.