Mastantuono Gina 4

What Happened
Gina Mastantuono, President and CFO of ServiceNow (NOW), had 2,355 restricted stock units (RSUs) convert into common shares on 2026-02-13. To satisfy tax withholding, 1,168 of those shares were surrendered (disposed) at a reported value of $107.08 per share, totaling $125,069. The conversion/vesting is recorded as a derivative-to-common conversion (code M) and the share relinquishment for taxes is recorded under tax withholding (code F).

Key Details

• Transaction date: 2026-02-13; Form filed: 2026-02-18 (filed 5 days after the transaction date; later than the standard two-business-day window).
• Vesting/Conversion: 2,355 RSUs converted to 2,355 common shares (reported at $0.00 per share as these were RSU vesting/conversion, code M).
• Tax withholding: 1,168 shares surrendered to cover federal/state taxes at $107.08/share = $125,069 (code F, footnote F1).
• Net shares retained from this vesting: 2,355 − 1,168 = 1,187 shares.
• Footnotes: F1 explains shares were relinquished to cover withholding; F2 confirms each RSU equals one share; F3 notes these RSUs vest 1/12th quarterly (first vesting May 15, 2025) subject to continued service.
• Shares owned after transaction: not specified in the provided excerpt.

Context
This was a routine vesting of RSUs, not an open‑market buy or a discretionary sale for investment purposes. The surrender of shares to cover taxes is common with equity awards and does not necessarily signal executive sentiment. Because RSUs converted to shares and some were immediately withheld for taxes (a share‑withholding settlement), this resembles a cashless settlement of withholding obligations rather than a market sale.