NOW Insider Activity: RSU Vesting and 280-Share Sale Reported
Rhea-AI Filing Summary
ServiceNow insider trades and RSU vesting reported. Kevin Thomas McBride, ServiceNow principal accounting officer, reported transactions dated 08/15/2025 under a Rule 10b5-1 trading plan. The Form 4 shows a sale of 280 shares at $851.77 and multiple zero-price acquisitions representing the conversion/vesting of restricted stock units (RSUs) and performance-based RSUs.
The derivative section shows 657 RSUs converted to common stock (reported as acquired) and additional RSU-related entries of 47 and 63 units. Some shares were relinquished to satisfy federal and state tax withholding. All holdings are reported as direct ownership.
Positive
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Negative
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Insights
TL;DR: Insider sold a small stake under a 10b5-1 plan and received multiple RSU vestings, some used for tax withholding.
The Form 4 documents routine insider activity: a planned sale of 280 shares at $851.77 executed under a Rule 10b5-1 plan adopted February 27, 2025, alongside the vesting/conversion of performance and time-based RSUs into common stock. The filing explicitly notes shares were relinquished to cover federal and state tax withholdings, consistent with standard equity compensation settlement practices. Transactions are reported as direct beneficial ownership changes and no derivative exercises with cash payments are recorded other than zero-price RSU conversions.
TL;DR: Report reflects expected executive compensation vesting and routine tax-withholding share surrender, not an unusual governance event.
The disclosure cites performance-based RSUs granted February 15, 2023 with a multi-year vesting schedule and a performance determination made January 22, 2024. Vesting schedule details and the use of a 10b5-1 plan are provided in the filing, indicating compliance with Rule 16b-3 and standard insider trading frameworks. The nature and timing of vesting and withholding are explicitly described, with remaining performance-contingent vesting subject to relative TSR adjustment through December 31, 2025.
Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Exercise | Restricted Stock Units | 657 | $0.00 | -- |
| Exercise | Restricted Stock Units | 47 | $0.00 | -- |
| Exercise | Restricted Stock Units | 63 | $0.00 | -- |
| Sale | Common Stock | 280 | $851.77 | $238K |
| Exercise | Common Stock | 657 | $0.00 | -- |
| Tax Withholding | Common Stock | 312 | $867.24 | $271K |
| Exercise | Common Stock | 47 | $0.00 | -- |
| Tax Withholding | Common Stock | 23 | $867.24 | $20K |
| Exercise | Common Stock | 63 | $0.00 | -- |
| Tax Withholding | Common Stock | 30 | $867.24 | $26K |
Footnotes (1)
- The transactions reported on this Form 4 were effected pursuant to the Rule 10b5-1 trading plan adopted by the Reporting Person on February 27, 2025. 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. Acquired upon achievement of certain performance criteria pursuant to the performance-based restricted stock units granted February 15, 2023 under the Issuer's 2021 Equity Incentive Plan. The performance period for the restricted stock units was January 1, 2023 until December 31, 2023, with achievement of the applicable performance criteria subject to determination by the Issuer's Compensation Committee. This determination was obtained on January 22, 2024. 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 is 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.
