Form 4: ServiceNow Vice Chairman Reports Stock Transactions

ServiceNow's Vice Chairman, Nicholas Tzitzon, reported the vesting of restricted stock units and subsequent tax-related share dispositions, alongside a change in his Section 16 officer status.

Summary

• Nicholas Tzitzon, Vice Chairman of ServiceNow, Inc., reported multiple transactions involving the company's common stock on February 6, 2026.
• Acquired 10,004 shares of common stock through the vesting of restricted stock units (RSUs) at a price of $0.
• Disposed of 3,016 shares of common stock at $100.74 to cover federal and state tax withholding obligations related to RSU vesting.
• Acquired an additional 2,195 shares of common stock through the vesting of restricted stock units (RSUs) at a price of $0.
• Disposed of 974 shares of common stock at $100.74 for tax withholding purposes.
• Following these transactions, Nicholas Tzitzon beneficially owns 23,209 shares of common stock directly.
• The reported share numbers have been adjusted to reflect a 5-for-1 stock split effected by ServiceNow on December 17, 2025.
• As of February 10, 2026, Nicholas Tzitzon ceased to be a Section 16 officer but continues to serve as an employee of ServiceNow.

Sentiment

Score: 5

Explanation: StockSavvy.ai views this as a neutral, routine disclosure of executive compensation and tax-related transactions, with no significant positive or negative implications for the company's operational performance or strategic direction.

Positives

• The vesting of 10,004 performance-based restricted stock units indicates the achievement of performance criteria for the January 1, 2024, through December 31, 2025, period.
• The vesting of 2,195 restricted stock units reflects continued service to the Issuer.

Negatives

• A total of 3,990 shares were relinquished to cover tax withholding obligations, reducing direct beneficial ownership.

Future Outlook

The filing indicates that remaining tranches of performance-based restricted stock units are subject to future Compensation Committee certification of performance.

Management Comments

• Nicholas Tzitzon ceased to be a Section 16 officer as of February 10, 2026, but continues to serve as an employee of the company.

Industry Context

StockSavvy.ai notes that Form 4 filings are routine disclosures for executive compensation events, such as RSU vesting and subsequent tax-related share sales. The 5-for-1 stock split by ServiceNow is a notable corporate action, often undertaken to increase share liquidity and make the stock more accessible to a broader range of investors, aligning with common practices among high-growth technology companies.

Comparison to Industry Standards

• Restricted Stock Units (RSUs) are a standard component of executive compensation packages across the technology sector, similar to practices at companies like Microsoft, Salesforce, and Adobe, designed to align executive incentives with long-term shareholder value.
• The disposition of shares for tax withholding upon RSU vesting is a common and expected practice for executives, consistent with tax regulations and compensation plan structures seen at most publicly traded companies.
• Stock splits, such as ServiceNow's 5-for-1 split, are a common corporate action, particularly among high-growth companies with high share prices, to improve stock accessibility and liquidity. Companies like Apple and Tesla have historically used stock splits for similar reasons.

Management Changes

Stakeholder Impact

• Shareholders: The transactions are routine and expected for executive compensation, with minimal direct impact on the company's overall financial health or strategic direction. The stock split may enhance liquidity and accessibility for individual investors.

Next Steps

• Remaining tranches of performance-based restricted stock units are subject to future Compensation Committee certification of performance.

Key Dates

Recommendation

This Form 4 details routine executive compensation events, including RSU vesting and tax-related share sales, which are standard and do not provide new fundamental information to alter an investment decision. The change in officer status is noted but does not immediately suggest a change in company strategy or performance that would warrant a change in recommendation.

Keywords

ServiceNow, NOW, Form 4, insider transaction, restricted stock units, RSU vesting, stock split, executive compensation, Nicholas Tzitzon