ServiceNow (NOW) exec exercises RSUs; 5,548 shares withheld for tax

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

ServiceNow President, CPO and COO Amit Zavery reported routine equity compensation activity tied to restricted stock unit vesting. On May 15, 2026, he exercised RSUs into 10,320 shares of common stock, while 5,548 shares were surrendered at $95.07 per share to cover federal and state tax withholding obligations. The footnotes explain that each RSU converts into one share of common stock and that the RSUs vest in equal quarterly installments, conditioned on his continued service.

Insider Trade Summary

10,320 shares exercised/converted

Mixed 6 txns

Insider Zavery Amit

Role President, CPO and COO

Type	Security	Shares	Price	Value
Exercise	Restricted Stock Units	3,140	$0.00	--
Exercise	Restricted Stock Units	7,180	$0.00	--
Exercise	Common Stock	3,140	$0.00	--
Tax Withholding	Common Stock	1,688	$95.07	$160K
Exercise	Common Stock	7,180	$0.00	--
Tax Withholding	Common Stock	3,860	$95.07	$367K

Holdings After Transaction: Restricted Stock Units — 21,960 shares (Direct, null); Common Stock — 75,084 shares (Direct, null)

Footnotes (1)

Represents shares relinquished by the Reporting Person in exchange for the Issuer's payment of federal and state tax withholding obligations of the Reporting Person resulting from the vesting of RSUs, in accordance with Rule 16b-3. Each restricted stock unit represents a contingent right to receive one share of Issuer's common stock. The restricted stock units vest as to 1/12th of the total shares quarterly, with the first vesting having occurred on May 15, 2025, and subject to the Reporting Person's continued service to the Issuer on each vesting date. The restricted stock units vest in 12 equal quarterly installments, with the first vesting having occurred on May 15, 2026, and subject to the reporting person's continued service to the Issuer on each vesting date.

Key Figures

RSU exercises: 10,320 shares Tax withholding shares: 5,548 shares Withholding reference price: $95.07 per share +1 more

4 metrics

RSU exercises 10,320 shares Common stock from RSU exercises on May 15, 2026

Tax withholding shares 5,548 shares Shares relinquished to cover tax obligations on May 15, 2026

Withholding reference price $95.07 per share Price used for tax-withholding share valuation

Quarterly vesting installments 12 installments RSUs vest in 12 equal quarterly installments per award

Key Terms

Restricted Stock Units, Rule 16b-3, tax withholding obligations, contingent right

4 terms

Restricted Stock Units financial

"The restricted stock units vest as to 1/12th of the total shares quarterly"

Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.

Rule 16b-3 regulatory

"in accordance with Rule 16b-3"

Rule 16b-3 is a Securities and Exchange Commission regulation that exempts certain routine, pre-approved transactions by company insiders from automatic liability for short-term trading profits. It acts like a safe harbor: if an insider follows a formal plan or the board approves specific transactions in advance, profits from buying and selling company stock within six months are not automatically reclaimed. Investors care because the rule clarifies when insider trades are permissible and reduces uncertainty about potential clawbacks.

tax withholding obligations financial

"payment of federal and state tax withholding obligations of the Reporting Person"

contingent right financial

"Each restricted stock unit represents a contingent right to receive one share"

Form 4 Insider Transactions: What Each Field Means →

05/18/2026 - 08:03 PM

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Zavery Amit

(Last)

(First)

(Middle)

C/O SERVICENOW, INC.

2225 LAWSON LANE

(Street)

SANTA CLARA

CALIFORNIA

95054

(City)

(State)

(Zip)

UNITED STATES

(Country)

2. Issuer Name and Ticker or Trading Symbol
ServiceNow, Inc. [ NOW ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	President, CPO and COO

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/15/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	05/15/2026		M		3,140	A	$0	75,084	D
Common Stock	05/15/2026		F		1,688⁽¹⁾	D	$95.07	73,396	D
Common Stock	05/15/2026		M		7,180	A	$0	80,576	D
Common Stock	05/15/2026		F		3,860⁽¹⁾	D	$95.07	76,716	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Stock Units	⁽²⁾	05/15/2026		M			3,140	⁽³⁾	⁽³⁾	Common Stock	3,140	$0	21,960	D
Restricted Stock Units	⁽²⁾	05/15/2026		M			7,180	⁽⁴⁾	⁽⁴⁾	Common Stock	7,180	$0	78,982	D

Explanation of Responses:

1. Represents shares relinquished by the Reporting Person in exchange for the Issuer's payment of federal and state tax withholding obligations of the Reporting Person resulting from the vesting of RSUs, in accordance with Rule 16b-3.

2. Each restricted stock unit represents a contingent right to receive one share of Issuer's common stock.

3. The restricted stock units vest as to 1/12th of the total shares quarterly, with the first vesting having occurred on May 15, 2025, and subject to the Reporting Person's continued service to the Issuer on each vesting date.

4. The restricted stock units vest in 12 equal quarterly installments, with the first vesting having occurred on May 15, 2026, and subject to the reporting person's continued service to the Issuer on each vesting date.

Remarks:

	/s/ Amit Zavery by Hossein Nowbar, Attorney-in-Fact	05/18/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)

Source: View Original Filing on SEC EDGAR

FAQ

What insider transactions did ServiceNow (NOW) executive Amit Zavery report?

Amit Zavery reported equity compensation activity, exercising restricted stock units into 10,320 ServiceNow common shares. He also had 5,548 shares withheld at $95.07 per share to satisfy federal and state tax withholding obligations tied to the RSU vesting.

Did Amit Zavery buy or sell ServiceNow (NOW) shares on the open market?

The transactions reflect RSU vesting, exercises, and tax withholding, not open-market buying or selling. Shares were issued from vested RSUs, and 5,548 shares were relinquished back to the issuer at $95.07 to cover tax obligations under Rule 16b-3.

How many ServiceNow (NOW) shares came from RSU exercises in this filing?

The filing shows 10,320 ServiceNow common shares issued from RSU exercises. These result from derivative transactions coded “M,” where restricted stock units convert into common stock on vesting, consistent with the compensation agreements described in the footnotes.

How many ServiceNow (NOW) shares were used for tax withholding?

The filing reports 5,548 shares of ServiceNow common stock relinquished for tax withholding. These dispositions, coded “F,” covered federal and state tax obligations arising from the RSU vesting, at a reference price of $95.07 per share noted in the transaction detail.

How do Amit Zavery’s ServiceNow (NOW) RSUs vest over time?

Footnotes explain the RSUs vest in 12 equal quarterly installments. One schedule began vesting on May 15, 2025, and another on May 15, 2026, with each vesting date conditioned on Zavery’s continued service to ServiceNow as an executive.