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
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.
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.
Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Exercise | Restricted Stock Units | 946 | $0.00 | -- |
| Exercise | Restricted Stock Units | 68 | $0.00 | -- |
| Exercise | Restricted Stock Units | 60 | $0.00 | -- |
| Exercise | Restricted Stock Units | 188 | $0.00 | -- |
| Exercise | Restricted Stock Units | 221 | $0.00 | -- |
| Exercise | Common Stock | 946 | $0.00 | -- |
| Tax Withholding | Common Stock | 379 | $867.24 | $329K |
| Exercise | Common Stock | 68 | $0.00 | -- |
| Tax Withholding | Common Stock | 28 | $867.24 | $24K |
| Exercise | Common Stock | 60 | $0.00 | -- |
| Tax Withholding | Common Stock | 24 | $867.24 | $21K |
| Exercise | Common Stock | 188 | $0.00 | -- |
| Tax Withholding | Common Stock | 76 | $867.24 | $66K |
| Exercise | Common Stock | 221 | $0.00 | -- |
| Tax Withholding | Common Stock | 89 | $867.24 | $77K |
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. 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. 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. 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. 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. 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. 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.
