NOW Form 4: Officer Paul Fipps settles RSUs; 337 shares withheld for taxes

Rhea-AI Filing Summary

Paul Fipps, President, Global Customer Operations at ServiceNow (NOW), reported multiple share transactions tied to restricted stock units and an employee stock purchase. On 08/07/2025 he received shares from vesting and performance-based awards and acquired 6 shares under the company's ESPP on July 31, 2025. To satisfy tax withholding obligations from RSU vesting, he relinquished a total of 337 shares at a per-share withholding price of $874.12.

Table II shows restricted stock units that convert to common stock, including performance-based RSUs granted February 15, 2024 whose performance determination was made February 4, 2025. After the reported transactions the filing lists 998 shares beneficially owned directly and restricted stock units representing 2,579 shares of common stock beneficially owned.

Positive

• Performance-based RSUs were achieved and acquired, reflecting attainment of the applicable performance criteria for awards granted February 15, 2024.
• Employee participation in ESPP with acquisition of 6 shares on July 31, 2025.

Negative

• None.

Insights

Securities Analyst

Routine insider vesting and tax-withholding activity; not a material liquidity or governance event.

The Form 4 discloses scheduled and performance-driven vesting of restricted stock units for an officer, plus a small ESPP purchase. The reporting person relinquished shares to cover tax withholding at $874.12 per share totaling 337 shares, which is a common administrative outcome of RSU vesting. The filing shows direct ownership of 998 shares and RSUs underlying 2,579 shares. There is no indication of open-market purchases or sales beyond withholding transactions, so this activity is operational compensation settlement rather than a market-direction signal.

Corporate Governance Expert

Compensation-related equity settlements consistent with company plans; governance implications are routine.

The report documents vesting schedules and the settlement mechanics: time-based and performance-based RSUs, a performance determination for awards granted February 15, 2024, and treatment of shares to satisfy tax obligations. These disclosures align with Rule 16b-3 allowance for such transactions and provide transparency on management equity holdings. No departures, option exercises for cash proceeds, or unusual transfers are reported that would raise governance concerns.

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

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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 CA 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)
08/07/2025

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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	08/07/2025		M		309	A	$0	810(1)	D
Common Stock	08/07/2025		F		124(2)	D	$874.12	686	D
Common Stock	08/07/2025		M		309	A	$0	995	D
Common Stock	08/07/2025		F		124(2)	D	$874.12	871	D
Common Stock	08/07/2025		M		136	A	$0	1,007	D
Common Stock	08/07/2025		F		55(2)	D	$874.12	952	D
Common Stock	08/07/2025		M		33	A	$0	985	D
Common Stock	08/07/2025		F		14(2)	D	$874.12	971	D
Common Stock	08/07/2025		M		33	A	$0	1,004	D
Common Stock	08/07/2025		F		14(2)	D	$874.12	990	D
Common Stock	08/07/2025		M		14	A	$0	1,004	D
Common Stock	08/07/2025		F		6(2)	D	$874.12	998	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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted Stock Units	(3)	08/07/2025		M			309	(4)	(5)	Common Stock	309	$0	2,579	D
Restricted Stock Units	(3)	08/07/2025		M			309	(4)	(5)	Common Stock	309	$0	2,270	D
Restricted Stock Units	(3)	08/07/2025		M			136	(4)	(5)	Common Stock	136	$0	503	D
Restricted Stock Units	(3)	08/07/2025		M			33	(6)	(6)	Common Stock	33	$0	683	D
Restricted Stock Units	(3)	08/07/2025		M			33	(6)	(6)	Common Stock	33	$0	650	D
Restricted Stock Units	(3)	08/07/2025		M			14	(7)	(7)	Common Stock	14	$0	173	D

Explanation of Responses:

1. Includes 6 shares acquired under the Issuer's Employee Stock Purchase Plan on July 31, 2025.

2. 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.

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

4. 30% of the shares subject to the restricted stock units vested on February 7, 2025, 15% of the shares subject to the restricted stock units vested on August 7, 2025. 15% of the shares subject to the restricted stock units will vest on February 7, 2026, and 20% of the shares subject to the restricted stock units will vest on each of August 7, 2026, and February 7, 2027, subject to the reporting person's continued service to the Issuer on each vesting date.

5. Acquired upon achievement of certain performance criteria pursuant to the performance-based restricted stock units granted February 15, 2024 under the Issuer's 2021 Equity Incentive Plan. The performance period for the restricted stock units was January 1, 2024 until December 31, 2024, with achievement of the applicable performance criteria subject to determination by the Issuer's Compensation Committee. This determination was obtained on February 4, 2025.

6. The restricted stock units vest as to 1/16th of the total shares quarterly, with the first vesting having occurred on May 7, 2024, and subject to the Reporting Person's continued service to the Issuer on each vesting date.

7. The restricted stock units vest as to 1/16th of the total shares quarterly, with the first vesting having occurred on November 7, 2024, and subject to the Reporting Person's continued service to the Issuer on each vesting date.

Remarks:

	/s/ Paul Fipps by Russell S. Elmer, Attorney-in-Fact	08/11/2025
	** 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.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What transactions did ServiceNow (NOW) insider Paul Fipps report on Form 4?

The Form 4 reports RSU vesting events, performance-based RSU settlements, and a 6-share ESPP purchase; portions of vested shares were relinquished to cover tax withholding.

How many shares were relinquished for tax withholding and at what price?

The reporting person relinquished a total of 337 shares for tax withholding at a per-share price of $874.12.

Did any performance-based awards vest for Paul Fipps?

Yes. Performance-based restricted stock units granted on February 15, 2024 were acquired after performance determination was made on February 4, 2025.

What does the Form 4 show about Paul Fipps' holdings after these transactions?

The filing lists 998 shares beneficially owned directly and restricted stock units representing 2,579 shares of common stock beneficially owned following the reported transactions.

Why were some shares marked with transaction code 'F'?

Code 'F' indicates shares were relinquished by the reporting person in exchange for the issuer's payment of federal and state tax withholding obligations resulting from RSU vesting.