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.
Positive
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Insights
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.
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.
Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Sale | Common Stock | 1,719 | $866.45 | $1.49M |
| Exercise | Restricted Stock Units | 2,317 | $0.00 | -- |
| Exercise | Restricted Stock Units | 167 | $0.00 | -- |
| Exercise | Restricted Stock Units | 298 | $0.00 | -- |
| Exercise | Common Stock | 2,317 | $0.00 | -- |
| Tax Withholding | Common Stock | 1,121 | $867.24 | $972K |
| Exercise | Common Stock | 167 | $0.00 | -- |
| Tax Withholding | Common Stock | 81 | $867.24 | $70K |
| Exercise | Common Stock | 298 | $0.00 | -- |
| Tax Withholding | Common Stock | 145 | $867.24 | $126K |
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. 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. Each restricted stock unit represents a contingent right to receive one share of Issuer's common stock. 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. 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. 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. 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.
