ServiceNow (NOW) vice chair settles RSU taxes, keeps 23,209 shares

Rhea-AI Filing Summary

ServiceNow, Inc. vice chairman Nicholas Tzitzon reported RSU vesting and related share transactions. On February 6, 2026, he converted 10,004 and 2,195 restricted stock units into the same number of common shares at an exercise price of $0.

To cover federal and state tax withholding from these RSU vestings, 3,016 and 974 common shares were surrendered at a price of $100.74 per share under Rule 16b-3. After these transactions, he directly owned 23,209 shares of ServiceNow common stock. The reported amounts reflect a prior 5-for-1 stock split, and the RSUs relate to both time-based and performance-based awards that vested based on service and certified performance periods.

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

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X

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^*

Tzitzon Nicholas

(Last) (First) (Middle)

C/O SERVICENOW, INC.

2225 LAWSON LANE

(Street)

SANTA CLARA CA 95054

(City) (State) (Zip)

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)
	Vice Chairman

3. Date of Earliest Transaction (Month/Day/Year)
02/06/2026

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

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

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

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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	02/06/2026		M		10,004	A	$0	25,004	D
Common Stock	02/06/2026		F		3,016(1)	D	$100.74	21,988	D
Common Stock	02/06/2026		M		2,195	A	$0	24,183	D
Common Stock	02/06/2026		F		974(1)	D	$100.74	23,209(2)	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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted Stock Units	(3)	02/06/2026		M			10,004	(4)(5)	(4)(5)	Common Stock	10,004	$0	0	D
Restricted Stock Units	(3)	02/06/2026		M			2,195	(6)	(6)	Common Stock	2,195(7)	$0	6,580	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. On December 17, 2025, the Issuer effected a 5-for-1 stock split of its common stock (the "Stock Split"), which resulted in the reporting person receiving four additional shares for each share of common stock of the Issuer held as of such date.

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

4. 100% of the shares subject to the restricted stock units vested on February 7, 2026.

5. Acquired upon Compensation Committee certification on February 3, 2026, of achievement of performance criteria for the January 1, 2024 through December 31, 2025 performance period under performance-based restricted stock units granted February 15, 2024. Represents the first of two tranches; remaining tranches subject to Compensation Committee certification of future performance.

6. 3.33% of the shares subject to the restricted stock units vested on each of May 7, 2024, and August 7, 2024, 3.34% of the shares subject to the restricted stock units vested on November 7, 2024, and the remaining 90% of the shares subject to the restricted stock units began vesting quarterly on February 7, 2025, and subject to the reporting person's continued service to the Issuer on each vesting date.

7. The number of securities reported on this Form 4 have been adjusted to reflect the Stock Split.

Remarks:

As of February 10, 2026, the reporting person ceased to be a Section 16 officer, but continues to serve as an employee of the Company.

	/s/ Nicholas Tzitzon by Russell S. Elmer, Attorney-in-Fact	02/10/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What insider activity did ServiceNow (NOW) report for Nicholas Tzitzon?

Nicholas Tzitzon reported vesting of restricted stock units into common stock and related tax-share surrenders. On February 6, 2026, he converted 12,199 RSUs into shares and relinquished 3,990 shares to cover tax withholding obligations tied to those vestings.

How many ServiceNow shares does Nicholas Tzitzon own after this Form 4?

After the reported transactions, Nicholas Tzitzon directly owns 23,209 ServiceNow common shares. This figure reflects both the RSU conversions and the shares withheld for taxes, and has been adjusted to account for the company’s 5-for-1 stock split completed in December 2025.

Why were some of Nicholas Tzitzon’s ServiceNow shares surrendered at $100.74?

Shares were surrendered to satisfy federal and state tax withholding from RSU vesting. On February 6, 2026, 3,016 and 974 common shares were relinquished at $100.74 per share, with the issuer paying the taxes in exchange, consistent with Rule 16b-3 treatment for equity awards.

What restricted stock units vested for Nicholas Tzitzon at ServiceNow?

Two RSU awards vested or were exercised into common stock. One covered 10,004 units that fully vested on February 7, 2026, and another covered 2,195 units from a larger grant with a schedule including prior partial vesting and ongoing quarterly vesting tied to continued service.

How did ServiceNow’s stock split affect Nicholas Tzitzon’s reported holdings?

A 5-for-1 stock split on December 17, 2025 increased the number of shares held. The filing notes he received four additional shares for each share owned as of that date, and all share amounts on this Form 4, including RSUs and common stock, are adjusted to reflect the split.

Were performance-based criteria involved in Nicholas Tzitzon’s ServiceNow RSUs?

Yes, part of the RSUs were performance-based. A tranche was acquired after Compensation Committee certification on February 3, 2026, confirming achievement of performance goals for the January 1, 2024 through December 31, 2025 period under awards originally granted on February 15, 2024.