ServiceNow (NOW) — Paul Fipps Exercises RSUs, Sells Shares

What Happened
Paul Fipps, President, Global Customer Operations at ServiceNow, had restricted stock units (RSUs) convert to common stock on 2026-08-14. A total of 7,652 shares were issued on conversion (940 + 1,110 + 5,602). To satisfy federal/state tax withholding, 3,057 of those shares (376 + 444 + 2,237) were surrendered at an indicated value of $124.00 per share, totaling $379,068. The conversions are reported with code M (exercise/conversion of derivative) and the share surrenders as code F (payment of exercise price or tax liability).

Key Details

• Transaction date: 2026-08-14; Form 4 filed 2026-08-18 (four days after the transactions). The filing does not indicate a late report.
• Shares converted (acquired): 7,652 shares (total from three RSU vesting events) at $0.00 per-share (conversion).
• Shares surrendered (disposed for taxes): 3,057 shares at $124.00 per-share = $379,068 withheld for taxes.
• Net shares retained from vesting: 4,595 shares (7,652 vested less 3,057 withheld).
• Shares owned after transaction: not specified in the provided filing details.
• Footnotes: F1 explains the share surrender was to cover tax withholding; F2 clarifies each RSU equals one share; F3–F5 describe the different RSU vesting schedules (quarterly 1/12th installments with various start dates).

Context

• This was a routine compensation event (RSU vesting with shares withheld to cover taxes), not an open-market sale or discretionary sale by the insider. For derivative/RSU events, the M code denotes conversion of the award into common shares and the F code denotes shares surrendered to cover tax obligations (a common "sell-to-cover" approach).
• Such transactions typically reflect standard vesting and tax administration rather than a buy/sell decision indicating sentiment.