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

Financial Analyst

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.

Corporate Governance Expert

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.

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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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)
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		439	A	$0	3,439	D
Common Stock	08/07/2025		F		213(1)	D	$874.12	3,226	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			439	(3)	(3)	Common Stock	439	$0	2,193	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. 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.

Remarks:

	/s/ Nicholas Tzitzon 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 transactions did Nicholas Tzitzon report on the ServiceNow (NOW) Form 4?

The Form 4 reports that on 08/07/2025 439 RSUs vested and were converted to common stock, and 213 shares were relinquished to satisfy tax withholding.

How many shares were surrendered for tax withholding and at what price?

The filing states 213 shares were relinquished to cover federal and state taxes at a reported price of $874.12 per share.

What is the reported beneficial ownership after these transactions?

The Form 4 lists common stock beneficial ownership following reported transactions as 3,439 and 3,226 on separate lines reflecting acquisition and ensuing withholding; RSUs beneficially owned following the transaction are reported as 2,193.

What vesting schedule is disclosed for the RSUs?

The filing states 3.33% of RSU shares vested on May 7, 2024 and August 7, 2024, 3.34% will vest on November 7, 2024, and the remaining 90% vests quarterly beginning February 7, 2025, subject to continued service.

When was the Form 4 signed and filed?

The Form 4 bears a signature line dated 08/11/2025 by an attorney-in-fact on behalf of Nicholas Tzitzon.