ServiceNow (NYSE: NOW) withholds 5,546 shares for exec tax
Rhea-AI Filing Summary
ServiceNow, Inc. (NOW) reported that executive Amit Zavery had 10,315 Restricted Stock Units convert into the same number of shares of common stock on August 14, 2026, through two vesting events. In connection with these RSU vestings, a total of 5,546 shares of common stock were withheld at $124 per share to satisfy federal and state tax withholding obligations, as described in a Rule 16b-3 footnote. The RSUs vest in 12 quarterly installments under two separate schedules, contingent on continued service. Following these transactions, an additional 39.95 shares are reported as held indirectly through a trust.
Positive
- None.
Negative
- None.
Insider Trade Summary
Net Buyer: 4,769 shares
Net Buy
7 txns
Insider
Zavery Amit
Role
President, CPO and COO
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Exercise | Restricted Stock Units F2, F3 | 3,135 | $0.00 | $0.00 |
| Exercise | Restricted Stock Units F2, F4 | 7,180 | $0.00 | $0.00 |
| Exercise | Common Stock | 3,135 | $0.00 | $0.00 |
| Tax Withholding | Common Stock F1 | 1,686 | $124.00 | $209K |
| Exercise | Common Stock | 7,180 | $0.00 | $0.00 |
| Tax Withholding | Common Stock F1 | 3,860 | $124.00 | $479K |
| holding | Common Stock | -- | -- | -- |
Holdings After Transaction:
Restricted Stock Units — 90,627 shares (Direct);
Common Stock — 86,065 shares (Direct);
Common Stock — 39.95 shares (Indirect, Trust)
Footnotes (4)
- F1. 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.
- F2. Each restricted stock unit represents a contingent right to receive one share of Issuer's common stock.
- F3. 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.
- F4. 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
RSUs Converted (Tranche 1): 3,135 shares
RSUs Converted (Tranche 2): 7,180 shares
Shares Withheld for Taxes (Lot 1): 1,686 shares at $124.00 per share
+4 more
7 metrics
RSUs Converted (Tranche 1)
3,135 shares
Restricted Stock Units converted into common stock on August 14, 2026
RSUs Converted (Tranche 2)
7,180 shares
Restricted Stock Units converted into common stock on August 14, 2026
Shares Withheld for Taxes (Lot 1)
1,686 shares at $124.00 per share
Relinquished to cover tax withholding obligations from RSU vesting
Shares Withheld for Taxes (Lot 2)
3,860 shares at $124.00 per share
Relinquished to cover tax withholding obligations from RSU vesting
Total RSU Exercises
10,315 shares
Aggregate RSU exercises (code M) reported in the transaction summary
Total Shares for Tax Withholding
5,546 shares
Aggregate code F transactions for payment of tax liability
Indirect Trust Holding
39.95 shares
Common stock held indirectly through a trust after the reported transactions
Key Terms
Restricted Stock Units, Rule 16b-3, indirect, vesting
4 terms
Restricted Stock Units financial
"Each restricted stock unit represents a contingent right to receive one share"
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 exchange for the Issuer's payment of federal and state tax withholding obligations"
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.
indirect financial
"total_shares_following_transaction 39.9500, direct_or_indirect I, nature_of_ownership Trust"
vesting financial
"The restricted stock units vest as to 1/12th of the total shares quarterly"
Vesting is the process by which you earn full ownership of something, like company stock or a retirement benefit, over time. It’s like earning the right to keep a gift piece by piece the longer you stay with a company, making sure employees stay committed before they receive all the benefits.
FAQ
What insider equity activity did ServiceNow (NOW) report for Amit Zavery on August 14, 2026?
On August 14, 2026, Amit Zavery had 10,315 RSUs convert into the same number of ServiceNow common shares. These arose from scheduled RSU vesting under two quarterly vesting schedules contingent on his continued service.
What are the vesting terms of Amit Zavery’s RSUs reported by ServiceNow (NOW)?
One RSU grant vests 1/12 of the total quarterly with the first vesting on May 15, 2025. A second grant vests in 12 equal quarterly installments beginning May 15, 2026, both requiring continued service.
Does this ServiceNow (NOW) Form 4 indicate any open-market stock sales by Amit Zavery?
No open-market sales are reported. Dispositions involve 5,546 shares delivered or withheld at $124 per share to satisfy tax withholding from RSU vesting, reported under transaction code F for tax liability payment.
What indirect holdings of ServiceNow (NOW) stock does Amit Zavery report?
The Form 4 lists 39.95 shares of ServiceNow common stock held indirectly through a trust. This entry is reported as a holding position, with ownership type marked as indirect and nature noted as “Trust.”
How many RSUs did Amit Zavery have convert in each grant reported by ServiceNow (NOW)?
Two RSU tranches converted: one for 3,135 RSUs and another for 7,180 RSUs. Each restricted stock unit represents a contingent right to receive one share of ServiceNow common stock upon vesting.
AI-generated analysis. How Rhea-AI works. Not financial advice.
