Zavery Amit 4

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.