Form 4: ServiceNow Executive's Performance Stock Options Advance Towards Vesting

ServiceNow's Vice Chairman, Nicholas Tzitzon, has met a key subscription revenue metric for a tranche of his performance stock options, moving closer to potential vesting.

Summary

• Nicholas Tzitzon, Vice Chairman of ServiceNow, Inc. (NOW), reported a change in beneficial ownership related to his employee stock options.
• On July 24, 2025, the Compensation Committee certified the achievement of the subscription revenue metric for Tranche Five of a Performance Stock Option (PSO) granted on December 13, 2021.
• This Tranche Five consists of 3,915 derivative securities (employee stock options) with an exercise price of $655.94.
• Despite meeting the subscription revenue metric, these 3,915 shares have not yet vested.
• Vesting of these shares is contingent upon two additional conditions: certification of the applicable stock price metric and the reporting person remaining an employee of ServiceNow on the vesting date.
• The performance period for the PSO ends on September 30, 2026.
• As of July 24, 2025, a total of 19,575 derivative securities (PSOs) are beneficially owned by Mr. Tzitzon, with 15,660 of these options already fully vested and exercisable.

Sentiment

Score: 6

Explanation: A key performance metric for executive compensation was met, indicating operational success, though full vesting is still conditional on additional factors.

Positives

• The Issuer's Compensation Committee certified the achievement of the subscription revenue metric for Tranche Five of the Performance Stock Option, indicating the company is meeting internal operational targets.

Negatives

• Despite meeting the subscription revenue metric, the 3,915 shares for Tranche Five have not yet vested and remain subject to additional performance and service conditions.

Risks

• The 3,915 shares from Tranche Five may not vest if the applicable stock price metric is not certified.
• The 3,915 shares from Tranche Five may not vest if the Reporting Person is not an employee of the Issuer on the vesting date.

Future Outlook

The vesting of the 3,915 shares from Tranche Five of the Performance Stock Option is contingent on the future certification of a stock price performance metric and the Reporting Person's continued employment with the Issuer through the vesting date. The overall performance period for the PSO extends until September 30, 2026.

Industry Context

This filing is a routine disclosure of an executive's equity compensation status, reflecting the company's use of performance-based stock options to incentivize management. Such compensation structures are common across the technology and software industry, aligning executive interests with long-term company performance and shareholder value.

Stakeholder Impact

• Shareholders: The achievement of a subscription revenue metric for executive compensation may be viewed positively as it indicates the company is meeting internal performance targets, which could contribute to long-term value creation.
• Employees: The structure of performance-based compensation, as exemplified by this filing, can serve as a model for incentivizing high-level employees based on company performance.

Next Steps

• Certification of the applicable stock price metric for Tranche Five of the Performance Stock Option.
• Continued employment of the Reporting Person with ServiceNow until the vesting date for Tranche Five.

Key Dates

Keywords

ServiceNow, NOW, Nicholas Tzitzon, Performance Stock Option, PSO, Executive Compensation, Stock Options, Vesting, SEC Form 4, Insider Transaction