ServiceNow, Inc.·4

Feb 5, 9:05 PM ET

Tzitzon Nicholas 4

4 · ServiceNow, Inc. · Filed Feb 5, 2026

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ServiceNow (NOW) Vice Chairman Nicholas Tzitzon Receives Award

What Happened Nicholas Tzitzon, Vice Chairman of ServiceNow (NOW), was granted 10,004 restricted stock units (RSUs) on Feb 3, 2026. The RSUs were reported as an award/acquisition at $0.00 (typical for RSU grants) and are derivative rights that may convert into common shares if vesting conditions are met. This award followed Compensation Committee certification of performance for the Jan 1, 2024–Dec 31, 2025 performance period.

Key Details

  • Transaction date: 2026-02-03; Filing date: 2026-02-05 (timely Form 4 filing).
  • Transaction type/code: Award/Grant (A); reported acquisition price: $0.00.
  • Amount: 10,004 restricted stock units (each unit represents the right to one share) — derivative, not immediate common-stock shares.
  • Vesting/conditions: 100% of these RSUs will vest on Feb 7, 2026, subject to Tzitzon's continued service (Footnote F2). Award was made upon Compensation Committee certification of performance; this is the first of two tranches (Footnote F3).
  • Shares owned after transaction: Not disclosed in the filing.
  • Footnotes: F1 explains 1 RSU = right to 1 share; F2 and F3 describe vesting timing and that remaining tranches depend on future committee certification.

Context This transaction is an earned, performance-based award rather than an open-market purchase or sale. The reported acquisition at $0.00 reflects a grant of RSUs that will convert to actual shares only if vesting conditions are satisfied; it does not indicate an immediate cash investment or sale. Performance certification and continued service are required before the RSUs become actual shares.

Insider Transaction Report

Form 4
Period: 2026-02-03
Tzitzon Nicholas
Vice Chairman
Transactions
  • Award

    Restricted Stock Units

    [F1][F2][F3]
    2026-02-03+10,00410,004 total
    Common Stock (10,004 underlying)
Footnotes (3)
  • [F1]Each restricted stock unit represents a contingent right to receive one share of Issuer's common stock.
  • [F2]100% of the shares subject to the restricted stock units will vest on February 7, 2026, subject to the reporting person's continued service to the Issuer on such vesting date.
  • [F3]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 February 15, 2024. Represents the first of two tranches; remaining tranches subject to Compensation Committee certification of future performance.
Signature
/s/ Nicholas Tzitzon by Russell S. Elmer, Attorney-in-Fact|2026-02-05

Documents

1 file
  • 4
    wk-form4_1770343510.xmlPrimary

    FORM 4