Form 4: ServiceNow Vice Chairman Sells Shares Under 10b5-1 Plan

ServiceNow Vice Chairman Nicholas Tzitzon reported the sale of 522 shares of common stock under a Rule 10b5-1 trading plan, following the vesting and tax withholding of Restricted Stock Units.

Summary

• Nicholas Tzitzon, Vice Chairman of ServiceNow, Inc., reported transactions involving the company's common stock and Restricted Stock Units (RSUs).
• On November 17, 2025, 166 Restricted Stock Units (RSUs) vested and were converted into common stock.
• Following the RSU vesting, 81 shares of common stock were relinquished on November 17, 2025, at a price of $835.79 per share, to cover federal and state tax withholding obligations.
• On November 18, 2025, Mr. Tzitzon sold 522 shares of common stock at a price of $827.08 per share.
• These transactions were executed pursuant to a Rule 10b5-1 trading plan adopted by Mr. Tzitzon on February 28, 2025.
• After these reported transactions, Mr. Tzitzon beneficially owns 3,000 shares of common stock directly and 833 Restricted Stock Units.

Sentiment

Score: 5

Explanation: This filing reports routine insider transactions involving RSU vesting, tax withholding, and a pre-planned stock sale under a Rule 10b5-1 plan. It is neutral in sentiment as it reflects standard compensation and liquidity management practices rather than a significant change in company outlook or performance.

Positives

• The vesting of 166 Restricted Stock Units represents compensation to the Vice Chairman, indicating continued alignment with company performance.
• The transactions were conducted under a pre-arranged Rule 10b5-1 trading plan, which demonstrates a structured approach to insider stock sales and helps mitigate concerns about opportunistic trading.

Negatives

• The sale of 522 shares by a Vice Chairman, even if pre-planned, represents a reduction in insider ownership, which some investors may interpret as a slight negative signal.

Future Outlook

The filing indicates that the Restricted Stock Units vest as to 1/16th of the total shares quarterly, subject to the Reporting Person's continued service to the Issuer on each vesting date, suggesting ongoing future vesting events.

Industry Context

This filing details routine insider transactions for a technology company executive. Such transactions are common across the industry, particularly for executives receiving equity compensation like Restricted Stock Units, and often involve pre-arranged trading plans for diversification and liquidity.

Comparison to Industry Standards

• The use of a Rule 10b5-1 trading plan for stock sales is a widely accepted corporate governance practice among publicly traded companies, including those in the technology sector, to manage insider trading compliance and provide an affirmative defense against insider trading allegations.
• Equity compensation in the form of Restricted Stock Units (RSUs) is a standard component of executive compensation packages in the technology industry, aligning executive interests with shareholder value creation over time.

Corporate Governance

Stakeholder Impact

• Shareholders: Minimal direct impact, as this is a routine, pre-planned insider transaction. The sale represents a small fraction of the company's outstanding shares and is common for executives managing personal finances and diversifying holdings.
• Employees: No direct impact mentioned.

Next Steps

• Continued quarterly vesting of the remaining Restricted Stock Units, subject to the Vice Chairman's ongoing service to ServiceNow.

Key Dates

Keywords

ServiceNow, NOW, Insider Trading, Form 4, Stock Sale, RSU Vesting, Rule 10b5-1 Plan, Nicholas Tzitzon, Corporate Governance