Zavery Amit 4
4 · ServiceNow, Inc. · Filed Feb 10, 2026
Research Summary
AI-generated summary of this filing
ServiceNow (NOW) COO Amit Zavery Exercises RSUs, Surrenders Shares
What Happened
Amit Zavery, President, Chief Product Officer and Chief Operating Officer of ServiceNow, converted restricted stock units (derivative exercise) into 41,074 shares on February 6, 2026 (acquired at $0 per share as RSU vesting/settlement). To cover tax withholding, he relinquished 18,950 of those shares at an effective price of $100.74 per share, generating withholding proceeds of $1,909,023. Net shares retained from this settlement = 22,124 shares. Some of the awards were performance-based and certified by the Compensation Committee.
Key Details
- Transaction date: February 6, 2026; Form filed Feb 10, 2026 (appears timely within the 2-business-day Rule 16b-3 window).
- Acquisitions (conversion of derivatives / RSUs): 31,089 shares and 9,985 shares @ $0.00 (total 41,074 shares).
- Withholding (dispositions to satisfy tax obligations): 13,999 shares ($1,410,259) and 4,951 shares ($498,764); total withheld = 18,950 shares for $1,909,023 @ $100.74.
- Derivative disposition lines reflect the RSU/derivative instruments converted/cancelled upon settlement.
- Shares owned after transaction: not provided in the extract of the filing.
- Notable footnotes: shares reflect a prior 5-for-1 stock split; certain awards were performance-based (certified Feb 3, 2026) and/or subject to scheduled vesting; withholding was in exchange for issuer payment of tax obligations per Rule 16b-3.
Context
This was not an open-market sale — it was the standard conversion/settlement of RSUs (including performance-based units) with a portion of shares withheld to satisfy tax withholding. Such withholding transactions are routine administrative actions and do not necessarily signal a buy/sell opinion by the insider. Numbers in the filing have been adjusted for the company’s 5-for-1 stock split.
Insider Transaction Report
- Exercise/Conversion
Common Stock
2026-02-06+31,089→ 74,709 total - Tax Payment
Common Stock
[F1]2026-02-06$100.74/sh−13,999$1,410,259→ 60,710 total - Exercise/Conversion
Common Stock
2026-02-06+9,985→ 70,695 total - Tax Payment
Common Stock
[F1][F2]2026-02-06$100.74/sh−4,951$498,764→ 65,744 total - Exercise/Conversion
Restricted Stock Units
[F3][F4][F5]2026-02-06−31,089→ 0 total→ Common Stock (31,089 underlying) - Exercise/Conversion
Restricted Stock Units
[F3][F6][F7]2026-02-06−9,985→ 29,975 total→ Common Stock (9,985 underlying)
Footnotes (7)
- [F1]Represents shares relinquished by the Reporting Person in exchange for the Issuer's payment of federal and state tax withholding obligations of the Reporting Person resulting from the vesting of RSUs, in accordance with Rule 16b-3.
- [F2]On December 17, 2025, the Issuer effected a 5-for-1 stock split of its common stock (the "Stock Split"), which resulted in the reporting person receiving four additional shares for each share of common stock of the Issuer held as of such date.
- [F3]Each restricted stock unit represents a contingent right to receive one share of Issuer's common stock.
- [F4]100% of the shares subject to the restricted stock units vested on February 7, 2026.
- [F5]Acquired upon Compensation Committee certification on February 3, 2026, of achievement of performance criteria for the January 1, 2024 through December 31, 2025 performance period under performance-based restricted stock units granted November 15, 2024.
- [F6]16.75% of the shares subject to the restricted stock units vested on each of February 7, 2025, May 7, 2025, August 7, 2025, and November 7, 2025, and the remaining 33% of the shares subject to the restricted stock units began vesting quarterly on February 7, 2026, and subject to the reporting person's continued service to the Issuer on each vesting date.
- [F7]The number of securities reported on this Form 4 have been adjusted to reflect the Stock Split.