Tzitzon Nicholas 4
4 · ServiceNow, Inc. · Filed Feb 10, 2026
Research Summary
AI-generated summary of this filing
ServiceNow (NOW) Vice Chairman Nicholas Tzitzon Exercises and Sells Shares
What Happened
- Nicholas Tzitzon, Vice Chairman of ServiceNow (NOW), converted/received a total of 12,199 shares on Feb 6, 2026 (two derivative/RSU conversions: 10,004 and 2,195 shares). To satisfy tax withholding, 3,016 shares and 974 shares were surrendered at $100.74 per share, totaling $401,953. Net shares received after withholding: 8,209. Several entries show the derivative conversions as $0 (typical for RSU/PSU settlements).
Key Details
- Transaction date: February 6, 2026.
- Prices reported: conversion entries shown at $0 (derivative/RSU conversion); tax-withholding share surrender at $100.74 per share.
- Shares involved: 12,199 shares converted; 3,990 shares withheld for taxes (3,016 + 974); net 8,209 shares issued to the reporting person.
- Cash value withheld for taxes: $303,832 (3,016 × $100.74) and $98,121 (974 × $100.74) — total $401,953.
- Ownership after transaction: not specified in this Form 4 filing.
- Footnotes of note:
- F1: Shares were surrendered to pay federal/state tax withholding obligations (i.e., share-for-tax withholding).
- F3/F4/F5/F6: These were restricted stock units (RSUs) / performance-based RSUs; some awards vested or were certified by the Compensation Committee (certification on Feb 3, 2026; footnotes note vesting schedule and that 100% vesting occurred on Feb 7, 2026).
- F2/F7: Reported share counts reflect a 5-for-1 stock split that occurred Dec 17, 2025.
- Timeliness: Form 4 filed Feb 10, 2026 for a Feb 6 transaction — filed within the required two business days (timely).
Context
- These transactions reflect the conversion/settlement of restricted stock units / performance-based RSUs, not open-market purchases or advisory/insider cash sales. The $0 exercise/conversion entries are typical when RSUs/PSUs convert to shares; the share surrenders labeled "F" represent withholding to cover tax obligations (a routine, non-market sale).
- Footnotes indicate some shares were from a performance-based tranche certified Feb 3, 2026 and that vesting rules and a recent 5-for-1 stock split affect reported counts.
- As of Feb 10, 2026 the reporting person ceased to be a Section 16 officer but remains an employee — filings after that date may be reported differently.
Insider Transaction Report
Form 4Exit
Tzitzon Nicholas
Vice Chairman
Transactions
- Exercise/Conversion
Common Stock
2026-02-06+10,004→ 25,004 total - Tax Payment
Common Stock
[F1]2026-02-06$100.74/sh−3,016$303,832→ 21,988 total - Exercise/Conversion
Common Stock
2026-02-06+2,195→ 24,183 total - Tax Payment
Common Stock
[F1][F2]2026-02-06$100.74/sh−974$98,121→ 23,209 total - Exercise/Conversion
Restricted Stock Units
[F3][F4][F5]2026-02-06−10,004→ 0 total→ Common Stock (10,004 underlying) - Exercise/Conversion
Restricted Stock Units
[F3][F6][F7]2026-02-06−2,195→ 6,580 total→ Common Stock (2,195 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 February 15, 2024. Represents the first of two tranches; remaining tranches subject to Compensation Committee certification of future performance.
- [F6]3.33% of the shares subject to the restricted stock units vested on each of May 7, 2024, and August 7, 2024, 3.34% of the shares subject to the restricted stock units vested on November 7, 2024, and the remaining 90% of the shares subject to the restricted stock units began vesting quarterly on February 7, 2025, 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.
Signature
/s/ Nicholas Tzitzon by Russell S. Elmer, Attorney-in-Fact|2026-02-10