Fipps Paul 4
4 · ServiceNow, Inc. · Filed May 18, 2026
Research Summary
AI-generated summary of this filing
ServiceNow (NOW) President Paul Fipps Exercises RSUs, Sells 1,048 Shares
What Happened
- Paul Fipps, President, Global Customer Operations at ServiceNow, had restricted stock units (RSUs) vest on May 15, 2026, converting to 8,287 shares (no exercise price). To satisfy tax withholding obligations he relinquished 3,311 shares (value shown ~$314,777). Separately, on May 18, 2026 he sold 1,048 shares in an open-market transaction for $98.51/share, generating $103,238 in proceeds.
- These disposals were largely routine: the RSU conversion (derivative transactions) creates shares on vesting; some were surrendered to cover taxes (cashless/withholding) and some were sold under a pre-established 10b5-1 plan.
Key Details
- Transaction dates and prices:
- May 15, 2026: RSU conversions (reported as derivative exercises) totaling 8,287 shares at $0.00 (RSUs convert to shares).
- May 15, 2026: Tax-withholding share relinquishments (code F) — 136, 120, 376, 442, and 2,237 shares at $95.07 each (total value ≈ $314,777).
- May 18, 2026: Open-market sale (code S) — 1,048 shares at $98.51 ($103,238), effected pursuant to a 10b5-1 trading plan.
- Shares owned after the transactions: not provided in the supplied filing data.
- Notable footnotes:
- F1: Shares surrendered to cover federal/state tax withholding on vesting (Rule 16b-3).
- F2: The May 18 sale was executed under a Rule 10b5-1 plan adopted Nov 19, 2025.
- F3–F8: RSUs represent 1-for-1 contingent rights and vest on scheduled quarterly installments (various start dates); some tranches vest 1/16th quarterly, others 1/12th or 1/12th over 12 quarters.
- Filing timeliness: Form 4 filed May 18, 2026 for transactions with period end May 15, 2026 — appears timely (within the standard reporting window).
Context
- These were RSU vesting events, not option purchases: RSUs convert to shares at vesting (no exercise price). The combination of share withholding for taxes and an immediate planned sale is a common, administrative outcome of RSU vesting rather than an opportunistic market trade.
- The open-market sale was carried out under a 10b5-1 plan, which indicates the sale was pre-scheduled and not an ad-hoc trade.
Insider Transaction Report
Form 4
Fipps Paul
President, Global Customer Ops
Transactions
- Exercise/Conversion
Common Stock
2026-05-15+340→ 8,483.88 total - Tax Payment
Common Stock
[F1]2026-05-15$95.07/sh−136$12,930→ 8,347.88 total - Exercise/Conversion
Common Stock
2026-05-15+300→ 8,647.88 total - Tax Payment
Common Stock
[F1]2026-05-15$95.07/sh−120$11,408→ 8,527.88 total - Exercise/Conversion
Common Stock
2026-05-15+940→ 9,467.88 total - Tax Payment
Common Stock
[F1]2026-05-15$95.07/sh−376$35,746→ 9,091.88 total - Exercise/Conversion
Common Stock
2026-05-15+1,105→ 10,196.88 total - Tax Payment
Common Stock
[F1]2026-05-15$95.07/sh−442$42,021→ 9,754.88 total - Exercise/Conversion
Common Stock
2026-05-15+5,602→ 15,356.88 total - Tax Payment
Common Stock
[F1]2026-05-15$95.07/sh−2,237$212,672→ 13,119.88 total - Sale
Common Stock
[F2]2026-05-18$98.51/sh−1,048$103,238→ 12,071.88 total - Exercise/Conversion
Restricted Stock Units
[F3][F4]2026-05-15−340→ 1,025 total→ Common Stock (340 underlying) - Exercise/Conversion
Restricted Stock Units
[F3][F5]2026-05-15−300→ 1,495 total→ Common Stock (300 underlying) - Exercise/Conversion
Restricted Stock Units
[F3][F6]2026-05-15−940→ 6,590 total→ Common Stock (940 underlying) - Exercise/Conversion
Restricted Stock Units
[F3][F7]2026-05-15−1,105→ 8,860 total→ Common Stock (1,105 underlying) - Exercise/Conversion
Restricted Stock Units
[F3][F8]2026-05-15−5,602→ 61,623 total→ Common Stock (5,602 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 vest as to 1/16th of the total shares quarterly, 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.
- [F5]The restricted stock units vest as to 1/16th of the total shares quarterly, 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.
- [F6]The restricted stock units vest as to 1/12th of the total shares quarterly, with the first vesting having occurred on May 15, 2025, and subject to the Reporting Person's continued service to the Issuer on each vesting date.
- [F7]The restricted stock units vest as to 1/12th of the total shares quarterly, with the first vesting having occurred on August 15, 2025, and subject to the Reporting Person's continued service to the Issuer on each vesting date.
- [F8]The restricted stock units vest in 12 equal quarterly installments, with the first vesting having occurred on May 15, 2026, and subject to the reporting person's continued service to the Issuer on each vesting date.
Signature
/s/ Paul Fipps by Hossein Nowbar, Attorney-in-Fact|2026-05-18