Form 4: ServiceNow Exec's RSU Vesting & Tax Withholding

ServiceNow President Amit Zavery reported the vesting of restricted stock units and subsequent share disposal for tax obligations.

Summary

• Amit Zavery, President, CPO, and COO of ServiceNow, Inc., acquired 3,135 shares of common stock through the vesting of Restricted Stock Units (RSUs) on February 13, 2026.
• Concurrently, Zavery disposed of 1,555 shares of common stock at a price of $107.08 per share to cover federal and state tax withholding obligations related to the RSU vesting.
• Following these transactions, Zavery directly beneficially owns 67,324 shares of common stock and 25,100 Restricted Stock Units.
• The RSUs vest quarterly at a rate of 1/12th of the total shares, with the initial vesting having occurred on May 15, 2025, contingent on continued employment.

Sentiment

Score: 7

Explanation: StockSavvy.ai views this as a neutral to slightly positive event, as it represents a routine compensation event where an executive continues to build equity, despite a necessary tax-related sale.

Positives

• The acquisition of 3,135 shares through RSU vesting indicates continued equity ownership and alignment of management interests with shareholders.
• The remaining beneficial ownership of 67,324 common shares and 25,100 RSUs demonstrates a significant ongoing stake in ServiceNow.

Negatives

• The disposal of 1,555 shares, while for tax purposes, represents a reduction in direct shareholding.

Future Outlook

NA

Industry Context

StockSavvy.ai notes that RSU vesting and subsequent tax-related share disposals are standard practices for executive compensation in the technology sector, reflecting a common mechanism for aligning executive incentives with long-term company performance.

Comparison to Industry Standards

• The structure of RSU vesting and tax withholding is a common compensation practice across major tech companies like Microsoft, Salesforce, and Adobe, where executives receive equity that vests over time, often leading to similar Form 4 filings.
• The reported transaction price of $107.08 for tax withholding is specific to ServiceNow's stock price on the transaction date and is not directly comparable as a performance metric to other companies, but the method of tax payment via share disposal is standard.

Stakeholder Impact

• Shareholders: The executive's continued significant equity stake aligns their interests with long-term shareholder value.
• Employees: The RSU vesting structure is a common form of compensation, potentially signaling stability in executive compensation practices.

Next Steps

• Continued quarterly vesting of remaining 25,100 Restricted Stock Units, subject to Amit Zavery's continued service to ServiceNow.

Key Dates

Recommendation

This Form 4 filing details a routine insider transaction involving RSU vesting and tax-related share disposal. It does not provide new fundamental information about ServiceNow's operational performance or strategic direction that would warrant a change in investment recommendation. The executive's continued significant equity ownership is a positive, but the transaction itself is not a strong buy or sell signal.

Keywords

ServiceNow, NOW, Amit Zavery, Form 4, Insider Transaction, Restricted Stock Units, RSU Vesting, Tax Withholding, Equity Compensation, Officer Stock Ownership