Nowbar Hossein 4

What Happened
Hossein Nowbar, President & Chief Legal Officer of ServiceNow (NOW), had 2,856 restricted stock units (RSUs) vest on February 13, 2026. The RSUs converted to shares (no exercise price), and the company withheld 696 shares to cover federal/state tax withholding at $107.08 per share ($74,528). Net shares delivered to Nowbar were 2,160. The gross value of the vested shares at the reported withholding price is about $305,820 (2,856 × $107.08).

Key Details

• Transaction date: 2026-02-13; Form 4 filed: 2026-02-18. (Filing occurred 5 days after the transaction.)
• Items reported:
  • RSU conversion (derivative conversion/M): 2,856 RSUs converted to shares (acquired at $0.00 on Form 4).
  • Tax withholding (F): 696 shares withheld @ $107.08 = $74,528.
• Net shares received by the insider: 2,160 (2,856 vested − 696 withheld).
• Shares owned after transaction: not provided in the supplied data.
• Footnotes: F1 = shares relinquished to satisfy tax withholding; F2 = each RSU equals one share; F3 = RSUs vest 1/12th quarterly, first vesting on Feb 13, 2026, subject to continued service.

Context
This was a routine compensation event (RSU vesting) rather than an open-market purchase or sale by the insider. The withholding of shares to pay taxes is a common “cashless” settlement method and not a market sale for cash. Retail investors should view this as compensation-related insider activity, not necessarily a directional signal about management’s view of the stock. Note the Form 4 was filed several days after the transaction date (Feb 18 filing for a Feb 13 transaction), which appears later than the typical two-business-day reporting window for insiders.