NOW Insider Filing: Vice Chairman Surrenders Shares for Taxes, Sells 1,719 Shares

Rhea-AI Filing Summary

ServiceNow insider transactions summary: Nicholas Tzitzon, Vice Chairman and officer of ServiceNow (NOW), reported multiple equity transactions between 08/15/2025 and 08/18/2025 arising from vesting of restricted stock units and exercises under the companys equity plans and pursuant to a Rule 10b5-1 trading plan adopted February 28, 2025. On 08/15/2025 he was credited with multiple RSU acquisitions totaling 2,782 shares (various vesting tranches), and relinquished 1,347 shares to satisfy tax-withholding obligations at $867.24 per share. On 08/18/2025 he sold 1,719 shares at $866.45, leaving beneficial ownership of 3,000 shares reported following the transactions.

Insights

Financial Analyst

TL;DR: Routine executive equity vesting and programmatic sale under a 10b5-1 plan; not a material change to outstanding share count.

The Form 4 shows standard issuance of performance- and time-based restricted stock units that converted to common shares upon vesting, with a portion surrendered to cover tax withholding and a subsequent sale executed under a pre-established Rule 10b5-1 plan. Reported prices for withholding and sale are approximately $867 per share, consistent across the transactions. The overall change in beneficial ownership is modest in absolute terms and appears administrative in nature rather than indicating a change in corporate strategy or material insider disposition.

Corporate Governance Expert

TL;DR: Disclosures reflect governance best practices: use of Rule 10b5-1 plan and tax-withholding via share surrender on RSU vesting.

The reporting indicates the insider adopted a Rule 10b5-1 trading plan on February 28, 2025, and used standard share surrender to satisfy tax-withholding obligations in accordance with Rule 16b-3. Vesting schedules and performance-based vesting mechanics are disclosed, including relative TSR adjustment features for final vesting. These actions align with common executive compensation administration and reduce regulatory uncertainty around timing of sales.

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

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

X

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)
08/15/2025

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	08/15/2025		M		2,317	A	$0	5,601	D
Common Stock	08/15/2025		F		1,121(1)	D	$867.24	4,480	D
Common Stock	08/15/2025		M		167	A	$0	4,647	D
Common Stock	08/15/2025		F		81(1)	D	$867.24	4,566	D
Common Stock	08/15/2025		M		298	A	$0	4,864	D
Common Stock	08/15/2025		F		145(1)	D	$867.24	4,719	D
Common Stock	08/18/2025		S(2)		1,719	D	$866.45	3,000	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)	08/15/2025		M			2,317	(4)(5)	(4)(5)	Common Stock	2,317	$0	2,318	D
Restricted Stock Units	(3)	08/15/2025		M			167	(6)	(6)	Common Stock	167	$0	999	D
Restricted Stock Units	(3)	08/15/2025		M			298	(7)	(7)	Common Stock	298	$0	2,981	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. The transactions reported on this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on February 28, 2025.

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

4. Acquired upon achievement of certain performance criteria pursuant to the performance-based restricted stock units granted February 15, 2023 under the Issuer's 2021 Equity Incentive Plan. The performance period for the restricted stock units was January 1, 2023 until December 31, 2023, with achievement of the applicable performance criteria subject to determination by the Issuer's Compensation Committee. This determination was obtained on January 22, 2024.

5. 30% of the shares subject to the restricted stock units vested on February 17, 2024, 15% of the shares subject to the restricted stock units vested on each of August 17, 2024 and February 17, 2025, 20% of the shares subject to the restricted stock units vested on August 17, 2025, and the final vest on February 17, 2026 of 20% of the shares subject to the restricted stock units is subject to adjustment based on the Issuer's 3-year relative total stockholder return performance against the S&P 500 index for the period from January 1, 2023 to December 31, 2025, subject to the reporting person's continued service to the Issuer on each vesting date.

6. The restricted stock units vest as to 1/16th of the total shares quarterly, with the first vesting having occurred on May 17, 2023, and subject to the Reporting Person's continued service to the Issuer on each vesting date.

7. 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.

Remarks:

	/s/ Nicholas Tzitzon by Russell S. Elmer, Attorney-in-Fact	08/19/2025
	** 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.
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FAQ

What transactions did ServiceNow insider Nicholas Tzitzon report on Form 4 (NOW)?

He reported RSU vesting and related share transfers on 08/15/2025 and a sale on 08/18/2025, including acquisitions of RSUs converted to 2,782 shares and a sale of 1,719 shares.

How many shares were sold by the reporting person and at what price?

1,719 shares were sold on 08/18/2025 at $866.45 per share.

Why were some shares relinquished by the reporting person?

1,347 shares were relinquished to satisfy federal and state tax withholding obligations resulting from RSU vesting, per the filers explanation.

Was the sale executed under a trading plan for ServiceNow insider transactions?

Yes. The Form 4 states the transactions were effected pursuant to a Rule 10b5-1 trading plan adopted February 28, 2025.

What is the reporting persons beneficial ownership after these transactions?

Beneficial ownership is reported as 3,000 shares following the 08/18/2025 sale.