ServiceNow (NOW) Pres. & CLO Hossein Nowbar Exercises RSUs, Withholds Shares

What Happened

• Hossein Nowbar, President and Chief Legal Officer of ServiceNow, reported the conversion/settlement of restricted stock units (reported as derivative exercises). A total of 5,066 shares were issued upon conversion (2,857 + 2,209). To satisfy tax withholding obligations, 1,995 shares (1,125 + 870) were surrendered/withheld at $124.00 per share, generating $247,380 in withholding value. The RSU conversion shows $0 per-share exercise price (typical for RSU vesting).

Key Details

• Transaction date(s): August 14, 2026; Form 4 filed August 18, 2026 (filed within the required window).
• Conversion: 5,066 RSUs converted to 5,066 shares (entries labeled "M" — exercise/conversion of derivative).
• Tax withholding: 1,995 shares surrendered at $124.00 each for $247,380 (entries labeled "F" — payment of tax liability via share withholding).
• Shares owned after transaction: not specified in the provided filing extract.
• Notable footnotes:
  • F2: Shares were relinquished in exchange for the issuer paying federal and state withholding obligations arising from RSU vesting (Rule 16b-3).
  • F3–F5: These awards are restricted stock units (each convertible to one share) with quarterly vesting schedules (vesting began Feb/May 2026 as noted).
  • F1: Filing notes 211.8644 shares acquired under the company ESPP on July 31, 2026 (included in holdings information).
• Transaction codes: M = conversion/exercise of derivative (RSU settlement), F = share surrender for tax withholding.

Context

• This was a routine RSU vesting and net share settlement to cover taxes, not an open-market sale for investment purposes. When RSUs vest, companies commonly withhold or sell a portion of shares to cover withholding taxes — that appears to be what occurred here. These actions are administrative and do not by themselves indicate the insider’s view on the stock.