NOW Insider Activity: Canney RSU Vesting and Rule 10b5-1 Sale Executed
Rhea-AI Filing Summary
Jacqueline P. Canney, Chief People & AI Enblmt. Officer at ServiceNow (NOW), reported multiple transactions on Form 4 related to vesting of restricted stock units (RSUs), tax-withholding share remittances, and an executed sale under a 10b5-1 plan. On 08/15/2025 she acquired 2,703 shares, 194 shares, and 298 shares upon RSU vesting and had previously relinquished 1,380, 100, and 153 shares to satisfy tax withholding at $867.24 per share, leaving beneficial ownership balances ranging from 3,027 to 5,730 shares across line items. A sale of 1,562 shares occurred on 08/18/2025 at $866.45 per share under a Rule 10b5-1 plan adopted February 27, 2025.
Positive
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Insights
TL;DR: Routine equity compensation vesting with tax-withholding remittances and a preplanned sale; no material change to control or capital structure.
The Form 4 documents standard equity compensation activity: performance- and service-based RSU vesting converted to common shares, shares surrendered to cover federal and state tax withholding at $867.24 per share, and a Rule 10b5-1 sale of 1,562 shares at $866.45. The transactions reflect compensation settlement mechanics and a pre-established trading plan adopted 02/27/2025, and they do not indicate a change in ownership control. Reported beneficial ownership post-transactions ranges by line from 3,027 to 5,730 shares.
TL;DR: Disclosures comply with Section 16 timing and Rule 10b5-1; activity aligns with routine governance and compensation processes.
The filing discloses the mechanics of RSU vesting schedules including performance-based vesting tied to relative TSR metrics and standard quarterly/service vesting schedules. The reporter used Rule 16b-3 mechanics for tax withholding and a Rule 10b5-1 plan for an executed sale on 08/18/2025. From a governance perspective, these are standard, transparent actions consistent with equity plan administration and insider trading policies.
Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Sale | Common Stock | 1,562 | $866.45 | $1.35M |
| Exercise | Restricted Stock Units | 2,703 | $0.00 | -- |
| Exercise | Restricted Stock Units | 194 | $0.00 | -- |
| Exercise | Restricted Stock Units | 298 | $0.00 | -- |
| Exercise | Common Stock | 2,703 | $0.00 | -- |
| Tax Withholding | Common Stock | 1,380 | $867.24 | $1.20M |
| Exercise | Common Stock | 194 | $0.00 | -- |
| Tax Withholding | Common Stock | 100 | $867.24 | $87K |
| Exercise | Common Stock | 298 | $0.00 | -- |
| Tax Withholding | Common Stock | 153 | $867.24 | $133K |
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. The transaction(s) reported on this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on February 27, 2025. 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 1/12th 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.
