02/10/2026 | Press release | Distributed by Public on 02/10/2026 18:46
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FORM 4
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) | ||
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1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) |
4. Transaction Code (Instr. 8) |
5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) |
6. Date Exercisable and Expiration Date (Month/Day/Year) |
7. Title and Amount of Underlying Securities (Instr. 3 and 4) |
8. Price of Derivative Security (Instr. 5) |
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) |
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Restricted Stock Units | (3) | 02/06/2026 | M | 10,004 | (4)(5) | (4)(5) | Common Stock | 10,004 | $ 0 | 0 | D | ||||
| Restricted Stock Units | (3) | 02/06/2026 | M | 2,195 | (6) | (6) | Common Stock | 2,195(7) | $ 0 | 6,580 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
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Tzitzon Nicholas C/O SERVICENOW, INC. 2225 LAWSON LANE SANTA CLARA, CA 95054 |
Vice Chairman | |||
| /s/ Nicholas Tzitzon by Russell S. Elmer, Attorney-in-Fact | 02/10/2026 | |
| **Signature of Reporting Person | Date |
| * | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
| ** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
| (1) | 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. |
| (2) | 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. |
| (3) | Each restricted stock unit represents a contingent right to receive one share of Issuer's common stock. |
| (4) | 100% of the shares subject to the restricted stock units vested on February 7, 2026. |
| (5) | 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. |
| (6) | 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. |
| (7) | The number of securities reported on this Form 4 have been adjusted to reflect the Stock Split. |
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Remarks: As of February 10, 2026, the reporting person ceased to be a Section 16 officer, but continues to serve as an employee of the Company. |
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