ServiceNow (NYSE: NOW) executive reports RSU vesting and tax-withholding share disposition

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

ServiceNow, Inc. executive Amit Zavery reported routine equity compensation activity. On May 7, 2026, he exercised 9,990 restricted stock units, each converting into one share of common stock. In connection with this vesting, 5,370 shares of common stock were relinquished to cover federal and state tax withholding obligations at $93.59 per share under Rule 16b-3.

Following these transactions, Zavery directly held 77,314 shares of common stock and 19,985 restricted stock units. The filing reflects compensation-related vesting and tax withholding rather than an open-market purchase or sale.

Insider Trade Summary

9,990 shares exercised/converted

Mixed 3 txns

Insider Zavery Amit

Role President, CPO and COO

Type	Security	Shares	Price	Value
Exercise	Restricted Stock Units	9,990	$0.00	--
Exercise	Common Stock	9,990	$0.00	--
Tax Withholding	Common Stock	5,370	$93.59	$503K

Holdings After Transaction: Restricted Stock Units — 19,985 shares (Direct, null); Common Stock — 77,314 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. 16.75% of the shares subject to the restricted stock units vested on each of February 7, 2025, May 7, 2025, August 7, 2025, and November 7, 2025, and the remaining 33% of the shares subject to the restricted stock units began vesting quarterly on February 7, 2026, and subject to the reporting person's continued service to the Issuer on each vesting date.

Key Figures

Shares relinquished for taxes: 5,370 shares at $93.59 RSUs exercised: 9,990 restricted stock units Shares held after transaction: 77,314 shares +3 more

6 metrics

Shares relinquished for taxes 5,370 shares at $93.59 Common stock surrendered to cover tax withholding obligations

RSUs exercised 9,990 restricted stock units Each RSU converted into one share of common stock

Shares held after transaction 77,314 shares Direct ownership of ServiceNow common stock following Form 4 transactions

RSUs remaining 19,985 units Restricted stock units outstanding after reported vesting events

Scheduled vesting tranches 16.75% per date RSU vesting on Feb 7, May 7, Aug 7, Nov 7, 2025

Remaining vesting portion 33% of RSU shares Began vesting quarterly on February 7, 2026, subject to continued service

Key Terms

Restricted Stock Units, Rule 16b-3, contingent right, vested, +1 more

5 terms

Restricted Stock Units financial

"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"

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

"Represents shares relinquished by the Reporting Person in exchange for the Issuer's payment of federal and state tax withholding obligations ... 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.

contingent right financial

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

vested financial

"16.75% of the shares subject to the restricted stock units vested on each of February 7, 2025, May 7, 2025, August 7, 2025, and November 7, 2025"

continued service financial

"the remaining 33% of the shares subject to the restricted stock units began vesting quarterly on February 7, 2026, and subject to the reporting person's continued service to the Issuer on each vesting date."

Form 4 Insider Transactions: What Each Field Means →

05/11/2026 - 04:33 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)
05/07/2026

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	05/07/2026		M		9,990	A	$0	77,314	D
Common Stock	05/07/2026		F		5,370⁽¹⁾	D	$93.59	71,944	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⁾	05/07/2026		M			9,990	⁽³⁾	⁽³⁾	Common Stock	9,990	$0	19,985	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. 16.75% of the shares subject to the restricted stock units vested on each of February 7, 2025, May 7, 2025, August 7, 2025, and November 7, 2025, and the remaining 33% of the shares subject to the restricted stock units began vesting quarterly on February 7, 2026, and subject to the reporting person's continued service to the Issuer on each vesting date.

Remarks:

EXHIBIT LIST: EX-24 2026 Section 16 POA - Zavery

	/s/ Amit Zavery by Hossein Nowbar, Attorney-in-Fact	05/11/2026
	** 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 RSU vesting and related tax withholding. He exercised 9,990 restricted stock units into common shares and relinquished 5,370 shares back to ServiceNow to satisfy federal and state tax obligations tied to the vesting.

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

The filing does not show open-market buying or selling. Instead, it reports RSU vesting and a tax-withholding disposition, where 5,370 shares were surrendered to cover tax obligations rather than sold in market transactions.

How many ServiceNow (NOW) shares does Amit Zavery hold after this Form 4?

After the reported transactions, Amit Zavery directly holds 77,314 shares of ServiceNow common stock. In addition, he holds 19,985 restricted stock units, each representing a contingent right to receive one share of common stock upon future vesting.

What happened to the 9,990 restricted stock units in the ServiceNow (NOW) filing?

The 9,990 restricted stock units were exercised into an equal number of ServiceNow common shares at a conversion price of $0.00. This reflects equity compensation vesting rather than a cash purchase of shares on the market.

Why were 5,370 ServiceNow (NOW) shares relinquished by Amit Zavery?

The 5,370 shares were relinquished in exchange for ServiceNow paying Amit Zavery’s federal and state tax withholding obligations arising from RSU vesting. This tax-withholding disposition is described as occurring in accordance with Rule 16b-3.

What is the vesting schedule for Amit Zavery’s ServiceNow (NOW) restricted stock units?

According to the filing, 16.75% of the RSU shares vested on February 7, 2025, May 7, 2025, August 7, 2025, and November 7, 2025. The remaining 33% began vesting quarterly on February 7, 2026, subject to continued service.