NOW Insider Filing: Paul Fipps Relinquishes 596 Shares for Taxes After RSU Vesting

Rhea-AI Filing Summary

Paul Fipps, President, Global Customer Operations at ServiceNow (NOW), reported a series of equity transactions with earliest transaction date 08/15/2025. Multiple restricted stock units (RSUs) vested on that date, resulting in the acquisition of 946, 68, 60, 188, and 221 shares (total acquired via vesting: 1,483 shares) and corresponding increases in beneficial ownership shown in the filing. To satisfy federal and state tax withholding, the reporting person relinquished 379, 28, 24, 76, and 89 shares (total relinquished: 596) at a reported price of $867.24 per share. The filing explains the RSU vesting schedules, including performance-based and time-based vesting and a relative TSR modifier for a portion of the grant. The Form 4 was signed by an attorney-in-fact on 08/19/2025.

Positive

• RSU vesting increased direct beneficial ownership by net shares after tax withholding, reflecting compensation realization
• Disclosure includes detailed vesting schedules and performance conditions, including the TSR-based adjustment and Compensation Committee determination

Negative

• None.

Insights

Financial Analyst

TL;DR: Routine insider vesting and tax-withholding share disposition; increases net holdings but is non-operational.

The filing documents time- and performance-based RSU vesting that converted into 1,483 common shares on 08/15/2025, with 596 shares surrendered to cover tax obligations at $867.24 per share. Net added shares increase the reporting person’s direct ownership and reflect compensation realization rather than open-market purchases or sales. There are no exercise prices or option purchases; transactions are compensation-related and typical for senior executives.

Corporate Governance Expert

TL;DR: Disclosure is complete and follows Rule 16b-3 mechanics; vesting includes performance contingency for part of the grant.

The Form 4 clarifies that certain RSUs were performance-based with a TSR modifier tied to S&P 500 relative performance and that tax-withholding was effected by share relinquishment per Rule 16b-3. Vesting schedules and committee determination dates are disclosed, supporting compliance and transparent insider reporting. No departures, option exercises, or unusual transactions are indicated.

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

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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 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)
08/15/2025

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	08/15/2025		M		946	A	$0	1,968	D
Common Stock	08/15/2025		F		379(1)	D	$867.24	1,589	D
Common Stock	08/15/2025		M		68	A	$0	1,657	D
Common Stock	08/15/2025		F		28(1)	D	$867.24	1,629	D
Common Stock	08/15/2025		M		60	A	$0	1,689	D
Common Stock	08/15/2025		F		24(1)	D	$867.24	1,665	D
Common Stock	08/15/2025		M		188	A	$0	1,853	D
Common Stock	08/15/2025		F		76(1)	D	$867.24	1,777	D
Common Stock	08/15/2025		M		221	A	$0	1,998	D
Common Stock	08/15/2025		F		89(1)	D	$867.24	1,909	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	(2)	08/15/2025		M			946	(3)	(4)	Common Stock	946	$0	947	D
Restricted Stock Units	(2)	08/15/2025		M			68	(5)	(5)	Common Stock	68	$0	409	D
Restricted Stock Units	(2)	08/15/2025		M			60	(6)	(6)	Common Stock	60	$0	478	D
Restricted Stock Units	(2)	08/15/2025		M			188	(7)	(7)	Common Stock	188	$0	1,883	D
Restricted Stock Units	(2)	08/15/2025		M			221	(8)	(8)	Common Stock	221	$0	2,436	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. 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.

4. 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.

5. The restricted stock units vest as to 1/16th of the total shares quarterly, with the first vesting having occurred on May 17, 2023, and subject to the Reporting Person's continued service to the Issuer on each vesting date.

6. The restricted stock units vest as to 1/16th of the total shares quarterly, with the first vesting having occurred on November 17, 2023, and subject to the Reporting Person's continued service to the Issuer on each vesting date.

7. The restricted stock units vest as to 1/12th of the total shares quarterly, with the first vesting having occurred on May 15, 2025, and subject to the Reporting Person's continued service to the Issuer on each vesting date.

8. The restricted stock units vest as to 1/12th of the total shares quarterly, with the first vesting having occurred on August 15, 2025, 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	08/19/2025
	** Signature of Reporting Person	Date
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FAQ

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

The Form 4 reports the vesting of restricted stock units resulting in acquisitions of 946, 68, 60, 188, and 221 shares on 08/15/2025, and the relinquishment of 379, 28, 24, 76, and 89 shares to satisfy tax withholding.

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

A total of 596 shares were relinquished for tax withholding at a reported price of $867.24 per share.

Did the filing disclose any performance-based vesting conditions?

Yes. Part of the RSUs are performance-based with the final 20% tranche subject to adjustment based on the Issuer's relative total stockholder return versus the S&P 500 for 2023–2025.

When was the Form 4 signed and who signed it?

The Form 4 was signed on behalf of Paul Fipps by an attorney-in-fact, Russell S. Elmer, with the signature date of 08/19/2025.

Do these transactions represent open-market trades?

No. The reported acquisitions are the result of RSU vesting (compensation), and the dispositions were shares surrendered to cover tax withholding.