ServiceNow (NYSE: NOW) exec nets stock from RSU vesting

Filing Impact

(High)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

ServiceNow, Inc. executive Paul Fipps reported stock transactions tied to restricted stock unit (RSU) vesting and performance-based awards. On February 13, 2026, he acquired 5,799 and 6,821 shares of common stock upon exercise or conversion of RSUs at $0.00 per share.

Footnotes state each RSU represents one share of common stock and that 100% of the RSUs subject to one grant vested on February 15, 2026. Additional shares were acquired after the Compensation Committee certified performance for a January 1, 2024 through December 31, 2025 period under performance-based RSUs.

To cover federal and state tax withholding from these vestings, Fipps disposed of 1,844 and 2,724 shares of common stock at $107.08 per share through tax-withholding transactions, leaving him with 15,326.88 shares of directly owned ServiceNow common stock after the reported transactions.

Insider Trade Summary

12,620 shares exercised/converted

Mixed 6 txns

Insider Fipps Paul

Role President, Global Customer Ops

Type	Security	Shares	Price	Value
Exercise	Restricted Stock Units	5,799	$0.00	--
Exercise	Restricted Stock Units	6,821	$0.00	--
Exercise	Common Stock	5,799	$0.00	--
Tax Withholding	Common Stock	1,844	$107.08	$197K
Exercise	Common Stock	6,821	$0.00	--
Tax Withholding	Common Stock	2,724	$107.08	$292K

Holdings After Transaction: Restricted Stock Units — 0 shares (Direct); Common Stock — 13,073.88 shares (Direct)

Footnotes (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. Each restricted stock unit represents a contingent right to receive one share of Issuer's common stock. 100% of the shares subject to the restricted stock units vested on February 15, 2026. 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 18, 2025. Represents the first of three tranches; remaining tranches subject to Compensation Committee certification of future performance. 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 May 15, 2025. Represents the first of three tranches; remaining tranches subject to Compensation Committee certification of future performance.

Form 4 Insider Transactions: What Each Field Means →

02/18/2026 - 09:01 PM

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Fipps Paul

(Last)

(First)

(Middle)

2225 LAWSON LANE

(Street)

SANTA CLARA

95054

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
ServiceNow, Inc. [ NOW ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	President, Global Customer Ops

3. Date of Earliest Transaction (Month/Day/Year)
02/13/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	02/13/2026		M		5,799	A	$0	13,073.88	D
Common Stock	02/13/2026		F		1,844⁽¹⁾	D	$107.08	11,229.88	D
Common Stock	02/13/2026		M		6,821	A	$0	18,050.88	D
Common Stock	02/13/2026		F		2,724⁽¹⁾	D	$107.08	15,326.88	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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 Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Stock Units	⁽²⁾	02/13/2026		M			5,799	⁽³⁾⁽⁴⁾	⁽³⁾⁽⁴⁾	Common Stock	5,799	$0	0	D
Restricted Stock Units	⁽²⁾	02/13/2026		M			6,821	⁽³⁾⁽⁵⁾	⁽³⁾⁽⁵⁾	Common Stock	6,821	$0	0	D

Explanation of Responses:

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. Each restricted stock unit represents a contingent right to receive one share of Issuer's common stock.

3. 100% of the shares subject to the restricted stock units vested on February 15, 2026.

4. 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 18, 2025. Represents the first of three tranches; remaining tranches subject to Compensation Committee certification of future performance.

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 May 15, 2025. Represents the first of three tranches; remaining tranches subject to Compensation Committee certification of future performance.

Remarks:

	/s/ Paul Fipps by Russell S. Elmer, Attorney-in-Fact	02/18/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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Source: View Original Filing on SEC EDGAR

FAQ

What insider transactions did Paul Fipps report at ServiceNow (NOW)?

Paul Fipps reported acquiring common stock via restricted stock unit (RSU) conversions and disposing of shares to cover taxes. On February 13, 2026, he exercised RSUs into shares and then surrendered some shares in tax-withholding transactions, all under pre-existing equity compensation arrangements.

How many ServiceNow shares did Paul Fipps acquire from RSU vesting?

He acquired 5,799 and 6,821 shares of ServiceNow common stock through exercise or conversion of restricted stock units. Each RSU represents a contingent right to receive one share, and these transactions reflect previously granted equity awards becoming actual stock following vesting and performance certification.

Why did Paul Fipps dispose of ServiceNow shares in these Form 4 transactions?

The disposals were tax-withholding transactions, not open-market sales. Fipps relinquished 1,844 and 2,724 shares at $107.08 per share to satisfy federal and state tax obligations arising from RSU vesting, as allowed under Rule 16b-3 for equity compensation settlements.

What performance conditions affected Paul Fipps’s ServiceNow RSU awards?

Footnotes state that some shares were acquired after the Compensation Committee certified performance for a January 1, 2024 through December 31, 2025 period. These shares are the first of three tranches under performance-based RSUs, with remaining tranches subject to future performance certification.

How many ServiceNow shares does Paul Fipps own after these transactions?

Following the reported acquisitions and tax-withholding dispositions, Paul Fipps directly owns 15,326.88 shares of ServiceNow common stock. This figure reflects his updated direct ownership position after RSU conversions and related share surrenders for tax payments noted in the Form 4 filing.

What is the vesting detail for one of Paul Fipps’s ServiceNow RSU grants?

One footnote explains that 100% of the shares subject to a specific restricted stock unit grant vested on February 15, 2026. This full vesting triggered the conversion of those RSUs into common shares and the associated tax-withholding share dispositions reported in the Form 4.