Form 4: ServiceNow COO Zavery Reports RSU Vesting, Tax-Related Share Sale

ServiceNow President, CPO, and COO Amit Zavery reported the vesting of 4,056 restricted stock units and a subsequent sale of 2,181 shares to cover tax obligations.

Summary

• Amit Zavery, President, CPO, and COO of ServiceNow, Inc. (NOW), reported transactions related to his equity compensation.
• On November 7, 2025, 4,056 restricted stock units (RSUs) vested, converting into an equal number of common shares.
• Concurrently, 2,181 shares of common stock were disposed of at a price of $861.87 per share to satisfy federal and state tax withholding obligations arising from the RSU vesting.
• Following these transactions, Zavery directly beneficially owns 8,434 shares of common stock and 7,992 restricted stock units.
• The vesting on November 7, 2025, represents one of the 16.75% tranches of his RSU grant, with further vesting scheduled quarterly starting February 7, 2026.

Sentiment

Score: 5

Explanation: This is a routine insider transaction related to executive compensation, which is neither inherently positive nor negative for the company's operational or financial performance. It reflects standard compensation practices.

Positives

• The vesting of restricted stock units indicates the achievement of employment milestones or performance conditions, converting contingent rights into actual equity.
• The transaction demonstrates a standard, pre-planned compensation event, reflecting the company's ongoing executive incentive programs.

Negatives

• A portion of the vested shares (2,181 shares) was sold to cover tax liabilities, reducing the direct equity holding from the vested amount.

Future Outlook

The remaining 33% of the restricted stock units held by Amit Zavery are scheduled to vest quarterly, beginning on February 7, 2026, contingent upon his continued service to ServiceNow.

Industry Context

This filing represents a routine insider transaction related to executive compensation, common across publicly traded companies in the technology sector and beyond. Such transactions are standard mechanisms for incentivizing and retaining key executives through equity awards.

Comparison to Industry Standards

• The use of Restricted Stock Units (RSUs) as a form of executive compensation is a widely adopted practice in the technology industry, including companies comparable to ServiceNow such as Salesforce, Microsoft, and Oracle.
• The practice of selling a portion of vested shares to cover tax obligations (known as "sell-to-cover") is a standard and expected procedure for equity compensation, aligning with common practices observed in executive compensation plans across major corporations.

Related Party Transactions

• The vesting of restricted stock units and subsequent tax-related share disposition are transactions between an executive (Amit Zavery) and the company (ServiceNow, Inc.), which are considered related party transactions in the context of executive compensation. These are standard and disclosed as part of the compensation structure.

Stakeholder Impact

• Shareholders: Minimal direct impact as this is a routine compensation event. It reflects the ongoing dilution from equity compensation but also the retention of key executives.
• Employees: No direct impact on general employees, but it highlights the company's executive compensation structure.
• Management: The transaction is a standard part of the executive's compensation, providing equity and liquidity.

Next Steps

• Remaining 33% of restricted stock units will vest quarterly starting February 7, 2026, subject to continued service.

Key Dates

Keywords

ServiceNow, NOW, Amit Zavery, Form 4, Insider Transaction, Restricted Stock Units, RSU Vesting, Share Sale, Tax Withholding, Executive Compensation