Fipps Paul 4

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.