ServiceNow, Inc.·4

Feb 19, 8:06 PM ET

Fipps Paul 4

4 · ServiceNow, Inc. · Filed Feb 19, 2026

Research Summary

AI-generated summary of this filing

Updated

ServiceNow (NOW) President Paul Fipps Sells 9,641 Shares

What Happened

  • Paul Fipps, President, Global Customer Operations at ServiceNow (NOW), converted restricted/derivative awards and had an open‑market sale. On Feb 17, 2026 he converted/received multiple derivative awards (reported as exercises/conversions and a grant of 67,225 RSUs). Some shares (4,037) were surrendered to cover tax withholding. On Feb 18, 2026 he sold 9,641 shares in the open market at $105.93 for proceeds of about $1,021,271.
  • These transactions include tax withholding (F) and derivative conversions/awards (M/A). The withheld shares covered federal/state taxes from vesting; the larger grant reported (67,225 RSUs) is a restricted stock unit award (no cash outlay).

Key Details

  • Dates & prices: Conversions/awards reported Feb 17, 2026; open‑market sale on Feb 18, 2026 at $105.93 (sale proceeds ≈ $1,021,271). Share‑for‑tax withholding shown at $105.91 per share (total ≈ $427,559 across withholdings).
  • Shares acquired/converted vs sold: Filings show conversions/exercises of ~10,108 derivative units and a grant of 67,225 RSUs; 4,037 shares were withheld for taxes and 9,641 shares were sold. The filing does not state total shares owned after these transactions in the provided excerpt.
  • Notable footnotes: F1 = shares surrendered for tax withholding; F2 = the sale was effected under a Rule 10b5‑1 trading plan adopted Nov 19, 2025; F3–F8 describe RSU/performance vesting terms and timing (including performance adjustments and staggered quarterly vesting).
  • Timeliness: Filing shows no late‑filing flag in the provided data (no “L” flag noted).

Context

  • These were mainly vesting/conversion events and a subsequent open‑market sale under a pre‑arranged 10b5‑1 plan. The tax withholding indicates a cashless settlement of vesting RSUs (shares used to cover tax obligations). Sales executed under 10b5‑1 plans are typically pre‑scheduled; they do not necessarily indicate a change in the insider’s view of the company.

Insider Transaction Report

Form 4
Period: 2026-02-17
Fipps Paul
President, Global Customer Ops
Transactions
  • Exercise/Conversion

    Common Stock

    2026-02-17+34015,666.88 total
  • Tax Payment

    Common Stock

    [F1]
    2026-02-17$105.91/sh136$14,40415,530.88 total
  • Exercise/Conversion

    Common Stock

    2026-02-17+30015,830.88 total
  • Tax Payment

    Common Stock

    [F1]
    2026-02-17$105.91/sh120$12,70915,710.88 total
  • Exercise/Conversion

    Common Stock

    2026-02-17+9,46825,178.88 total
  • Tax Payment

    Common Stock

    [F1]
    2026-02-17$105.91/sh3,781$400,44621,397.88 total
  • Sale

    Common Stock

    [F2]
    2026-02-18$105.93/sh9,641$1,021,27111,756.88 total
  • Award

    Restricted Stock Units

    [F3][F4]
    2026-02-17+67,22567,225 total
    Common Stock (67,225 underlying)
  • Exercise/Conversion

    Restricted Stock Units

    [F3][F5]
    2026-02-173401,365 total
    Common Stock (340 underlying)
  • Exercise/Conversion

    Restricted Stock Units

    [F3][F6]
    2026-02-173001,795 total
    Common Stock (300 underlying)
  • Exercise/Conversion

    Restricted Stock Units

    [F3][F7][F8]
    2026-02-179,4680 total
    Common Stock (9,468 underlying)
Footnotes (8)
  • [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]The transactions reported on this Form 4 were effected pursuant to the Rule 10b5-1 trading plan adopted by the Reporting Person on November 19, 2025.
  • [F3]Each restricted stock unit represents a contingent right to receive one share of Issuer's common stock.
  • [F4]The restricted stock units will vest in 12 equal quarterly installments, with the first vesting occurring on May 15, 2026, and subject to the reporting person's continued service to the Issuer on each vesting date.
  • [F5]The restricted stock units vest in 16 equal quarterly installments, with the first vesting having occurred on May 17, 2023, and subject to the reporting person's continued service to the Issuer on each vesting date.
  • [F6]The restricted stock units vest in 16 equal quarterly installments, with the first vesting having occurred on November 17, 2023, and subject to the reporting person's continued service to the Issuer on each vesting date.
  • [F7]Acquired upon Compensation Committee certification on January 22, 2024, of achievement of performance criteria for the January 1, 2023 through December 31, 2023 performance period under performance-based restricted stock units granted February 15, 2023.
  • [F8]30% of the shares subject to the restricted stock units vested on February 17, 2024, 15% of the shares subject to the restricted stock units vested on each of August 17, 2024 and February 17, 2025, 20% of the shares subject to the restricted stock units vested on August 17, 2025, and the final vest on February 17, 2026 of 20% of the shares subject to the restricted stock units was subject to adjustment based on the Issuer's 3-year relative total stockholder return performance against the S&P 500 index for the period from January 1, 2023 to December 31, 2025, subject to the reporting person's continued service to the Issuer on each vesting date.
Signature
/s/ Paul Fipps by Russell S. Elmer, Attorney-in-Fact|2026-02-19

Documents

1 file
  • 4
    wk-form4_1771549598.xmlPrimary

    FORM 4