NOW insider vesting: Zavery converts RSUs, relinquishes shares for tax withholding

Rhea-AI Filing Summary

Amit Zavery (President, CPO and COO) reported insider transactions for ServiceNow (NOW) on 08/07/2025. The filing shows 4,056 restricted stock units vested and were converted into common stock. The reporting person relinquished 2,181 shares to permit the issuer to satisfy federal and state tax withholding obligations; the form lists a price of $874.12 for the shares associated with that withholding. The filing reports 12,048 derivative securities (RSUs) beneficially owned following the transactions. The RSU vesting schedule is disclosed: 16.75% vested on February 7, May 7 and August 7, 2025; 16.75% on November 7, 2025; and the remaining 33% vest quarterly beginning February 7, 2026, subject to continued service. The Form is signed on 08/11/2025.

Positive

• 4,056 RSUs vested, indicating conversion of contingent compensation into common stock
• Vesting schedule disclosed, providing transparency on future equity vesting dates and conditions
• Issuer handled tax withholding via share relinquishment, consistent with standard sell-to-cover practice

Negative

• 2,181 shares relinquished to satisfy federal and state tax withholding obligations (reduces net share retention)
• Reported share price of $874.12 for the withholding-related shares indicates significant value relinquished for taxes

Insights

Corporate Governance Expert

TL;DR: Routine executive RSU vesting with sell-to-cover tax withholding; no governance red flags in the filing.

The Form 4 documents standard equity compensation activity for a senior officer. It shows 4,056 RSUs vested and the surrender of 2,181 shares to satisfy tax withholding, which the filer explicitly states was handled by the issuer. The filing also discloses a detailed vesting schedule for the remaining RSUs, which supports transparency about ongoing insider incentives. There are no other transfers, pledges or related-party transactions reported in this filing.

Securities Analyst

TL;DR: Transaction reflects compensation realization by an officer; reported figures are material to insider holdings but routine.

From a market perspective, the filing quantifies immediate equity inflows and tax-related relinquishment: 4,056 RSUs vested and 2,181 shares were relinquished with a reported price of $874.12. The Form also records 12,048 derivative securities (RSUs) beneficially owned after the transactions, clarifying the officer's continuing equity exposure. This is a routine disclosure of compensation vesting rather than a discretionary sale for diversification or liquidity reported here.

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 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)
	President, CPO and COO

3. Date of Earliest Transaction (Month/Day/Year)
08/07/2025

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	08/07/2025		M		4,056	A	$0	8,451	D
Common Stock	08/07/2025		F		2,181(1)	D	$874.12	6,270	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	(2)	08/07/2025		M			4,056	(3)	(3)	Common Stock	4,056	$0	12,048	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, and August 7, 2025, 16.75% will vest on November 7, 2025, and the remaining 33% of the shares subject to the restricted stock units will vest quarterly beginning on February 7, 2026, and subject to the reporting person's continued service to the Issuer on each vesting date.

Remarks:

	/s/ Amit Zavery by Russell S. Elmer, Attorney-in-Fact	08/11/2025
	** 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.

FAQ

What did Amit Zavery report on his Form 4 for ServiceNow (NOW)?

The Form 4 reports that on 08/07/2025 4,056 RSUs vested and the reporting person relinquished 2,181 shares to satisfy federal and state tax withholding; a price of $874.12 is listed.

What is Amit Zavery's role at ServiceNow (NOW)?

The filing identifies the reporting person as Amit Zavery, President, Chief Product Officer (CPO) and Chief Operating Officer (COO).

How many derivative securities (RSUs) are reported as beneficially owned after the transactions?

The Form reports 12,048 derivative securities (restricted stock units) beneficially owned following the reported transactions.

What vesting schedule is disclosed for the RSUs?

The RSU schedule states 16.75% vested on Feb 7, May 7 and Aug 7, 2025; 16.75% on Nov 7, 2025; and the remaining 33% vest quarterly beginning Feb 7, 2026, subject to continued service.

When was the Form 4 signed and filed?

The signature block shows the Form signed on 08/11/2025 by Amit Zavery by Russell S. Elmer, Attorney-in-Fact.