NOW Insider Nicholas Tzitzon Converts 439 RSUs, Surrenders 213 for Taxes
Rhea-AI Filing Summary
Nicholas Tzitzon, Vice Chairman of ServiceNow (NOW), reported changes in beneficial ownership dated 08/07/2025 relating to restricted stock unit (RSU) vesting. The filing shows 439 RSUs vested and were converted into common stock, and 213 shares were relinquished to satisfy federal and state tax withholding obligations at a reported price of $874.12 per share. The form is signed 08/11/2025.
The filing lists common stock beneficial ownership following reported transactions as 3,439 on one line and 3,226 on another line that reflects the withholding disposition; restricted stock units beneficially owned following the transaction are reported as 2,193. The RSU vesting schedule included in the filing shows small tranches vesting in May, August and November 2024 and the remainder vesting quarterly beginning February 7, 2025, subject to continued service.
Positive
- 439 RSUs vested, converting to common stock which increases reported ownership attributable to the reporting person
- Clear disclosure of tax-withholding treatment and vesting schedule, including the percentage and timing of vesting tranches
Negative
- 213 shares relinquished to satisfy federal and state tax withholding obligations, reducing the net increase in shareholdings
- Withholding price reported at $874.12 per share, indicating a significant per-share cash-equivalent value was realized for the withheld shares
Insights
TL;DR: Routine equity compensation activity: 439 RSUs vested; 213 shares withheld for taxes at $874.12, net change reflected in reported holdings.
The Form 4 documents a compensation-related equity event rather than an open-market trade. The reporting shows conversion of 439 RSUs into common stock and the surrender of 213 shares to cover withholding at $874.12 per share. Beneficial ownership lines indicate the gross and post-withholding share counts (3,439 and 3,226), and 2,193 RSUs remain reported as beneficially owned after the event. This is material to ownership disclosure but is a standard, predictable outcome of executive equity vesting.
TL;DR: Disclosure complies with Section 16 reporting for officer equity vesting and tax withholding; no governance red flags apparent.
The filing describes settlement of vested RSUs via share issuance and share relinquishment to satisfy tax obligations, with an explanation referencing Rule 16b-3 treatment. The included vesting schedule and explicit note that withheld shares were exchanged for tax payment provide clear documentation of the compensation mechanics. No departures from standard reporting practice are shown in the document provided.
Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Exercise | Restricted Stock Units | 439 | $0.00 | -- |
| Exercise | Common Stock | 439 | $0.00 | -- |
| Tax Withholding | Common Stock | 213 | $874.12 | $186K |
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. 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 will vest on November 7, 2024, and the remaining 90% of the shares subject to the restricted stock units will vest quarterly beginning on February 7, 2025, and subject to the reporting person's continued service to the Issuer on each vesting date.
