Tzitzon Nicholas 4

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.