Form 4: ServiceNow COO Zavery Reports RSU Vesting, Stock Split Impact

ServiceNow's President, CPO, and COO, Amit Zavery, reported the vesting of restricted stock units and related tax-driven share dispositions, reflecting the impact of a recent 5-for-1 stock split.

Summary

• Amit Zavery, President, CPO, and COO of ServiceNow, Inc., reported transactions related to the vesting of Restricted Stock Units (RSUs) on February 6, 2026.
• Zavery acquired 31,089 shares of common stock upon the vesting of performance-based RSUs at a price of $0.
• Concurrently, 13,999 shares were disposed of at $100.74 to cover federal and state tax withholding obligations resulting from the RSU vesting.
• An additional 9,985 shares of common stock were acquired from RSU vesting at a price of $0.
• 4,951 shares were disposed of at $100.74 to cover tax withholding obligations for this second RSU vesting event.
• The reported share numbers have been adjusted to reflect a 5-for-1 stock split effected by ServiceNow on December 17, 2025.
• Following these transactions, Zavery directly beneficially owns 65,744 shares of common stock and 29,975 derivative securities (Restricted Stock Units).

Sentiment

Score: 7

Explanation: StockSavvy.ai views this as a moderately positive filing, reflecting the successful vesting of executive compensation tied to performance and the impact of a corporate action (stock split) that generally signals confidence and aims to broaden investor appeal.

Positives

• Vesting of 31,089 Restricted Stock Units (RSUs) on February 7, 2026, indicating achievement of performance criteria for the January 1, 2024, through December 31, 2025, period.
• Vesting of an additional 9,985 RSUs, with a portion vesting on February 7, 2025, May 7, 2025, August 7, 2025, and November 7, 2025, and the remaining 33% beginning quarterly vesting on February 7, 2026.
• The company effected a 5-for-1 stock split on December 17, 2025, which increased the number of shares held by the reporting person.

Negatives

• Disposition of 13,999 shares and 4,951 shares (totaling 18,950 shares) at $100.74 per share to cover tax withholding obligations, reducing the direct beneficial ownership of common stock.

Future Outlook

The filing indicates future vesting events for a portion of the remaining 29,975 restricted stock units, with quarterly vesting commencing on February 7, 2026, contingent on continued service to the Issuer.

Industry Context

StockSavvy.ai notes that executive RSU vesting and subsequent tax-related share dispositions are standard practices in executive compensation across the technology sector. The 5-for-1 stock split by ServiceNow aligns with a trend among high-growth companies to make shares more accessible to a broader investor base, potentially increasing liquidity and retail investor interest, similar to splits seen from companies like NVIDIA or Tesla in recent years.

Comparison to Industry Standards

• Executive compensation structures involving Restricted Stock Units (RSUs) with performance-based vesting criteria are a common practice in the technology industry, comparable to compensation packages at companies like Microsoft, Salesforce, or Adobe.
• The disposition of shares to cover tax obligations upon RSU vesting is also a standard, tax-efficient mechanism for executives, widely observed across publicly traded companies.
• The 5-for-1 stock split is a significant event, similar in scale to splits undertaken by companies such as Apple (4-for-1 in 2020) or Tesla (5-for-1 in 2020, 3-for-1 in 2022), aiming to increase share accessibility and liquidity.

Stakeholder Impact

• Shareholders: The stock split could increase liquidity and make shares more accessible. The vesting of RSUs for an executive aligns executive interests with shareholder value creation.
• Employees: The RSU vesting demonstrates the company's compensation structure and commitment to performance-based incentives.

Next Steps

• Continued quarterly vesting of the remaining 29,975 restricted stock units, commencing February 7, 2026, subject to Amit Zavery's continued service to ServiceNow.

Key Dates

Recommendation

This Form 4 filing details routine executive compensation events, specifically the vesting of Restricted Stock Units and subsequent tax-related share dispositions, which are expected and do not fundamentally alter the investment thesis for ServiceNow. The impact of the previously announced 5-for-1 stock split is also reflected. While the executive's beneficial ownership remains substantial, these transactions are not indicative of new strategic developments or significant shifts in company performance that would warrant a change in investment recommendation based solely on this filing. Investors should continue to hold based on broader company fundamentals and market outlook.

Keywords

ServiceNow, NOW, Amit Zavery, Form 4, SEC Filing, Insider Trading, Restricted Stock Units, RSU Vesting, Stock Split, Executive Compensation, Share Disposition, Tax Withholding