Mastantuono Gina 4
4 · ServiceNow, Inc. · Filed Feb 19, 2026
Research Summary
AI-generated summary of this filing
ServiceNow (NOW) CFO Gina Mastantuono Exercises RSUs, Sells Shares
What Happened Gina Mastantuono, President and CFO of ServiceNow (NOW), had restricted stock units convert (reported as exercises/conversions) on Feb 17, 2026 and a portion of the resulting shares were relinquished to cover tax withholding. Specifically, 1,595 and 44,407 derivative units converted to shares (reported at $0.00), and 858 and 23,869 shares were surrendered at $105.91 per share for tax withholding, producing cash proceeds reported as $90,871 and $2,527,966 (total ≈ $2.62M). The filing also reports a grant/award of 67,225 derivative shares (RSUs) on the same date.
These transactions are primarily vesting/conversion and tax-withholding actions (not open-market sales). The dispositions were share forfeitures to satisfy withholding obligations rather than voluntary sales.
Key Details
- Transaction date: Feb 17, 2026; Form 4 filed Feb 19, 2026 (timely filing).
- Prices: conversions/exercises reported at $0.00; shares relinquished for tax withholding at $105.91 per share.
- Shares surrendered for taxes: 24,727 total (858 + 23,869) for ≈ $2.62M in aggregate.
- Award/grant: 67,225 RSUs reported as an acquisition (derivative).
- Shares owned after transaction: not specified in the provided excerpt of the Form 4.
- Relevant footnotes:
- F1: Shares were relinquished to cover federal/state tax withholding (routine under Rule 16b-3).
- F2–F6: Describe that RSUs equal one share upon vesting, vesting schedules (quarterly installments), performance-based vesting adjustments (including a final adjustment based on 3‑year relative TSR vs. S&P 500), and prior certification of performance-based awards.
- Transaction codes: M = exercise/conversion of derivative; F = payment of exercise price or tax withholding; A = grant/award.
Context This filing reflects vested/converted RSUs and the common practice of surrendering shares to cover tax liabilities (a cashless or share-withholding tax settlement), not an open-market sale. Such withholding transactions are routine and do not necessarily signal insider sentiment. The award of 67,225 RSUs increases future potential share receipts subject to the noted vesting and performance conditions.
Insider Transaction Report
- Exercise/Conversion
Common Stock
2026-02-17+1,595→ 77,021 total - Tax Payment
Common Stock
[F1]2026-02-17$105.91/sh−858$90,871→ 76,163 total - Exercise/Conversion
Common Stock
2026-02-17+44,407→ 120,570 total - Tax Payment
Common Stock
[F1]2026-02-17$105.91/sh−23,869$2,527,966→ 96,701 total - Award
Restricted Stock Units
[F2][F3]2026-02-17+67,225→ 67,225 total→ Common Stock (67,225 underlying) - Exercise/Conversion
Restricted Stock Units
[F2][F4]2026-02-17−1,595→ 6,380 total→ Common Stock (1,595 underlying) - Exercise/Conversion
Restricted Stock Units
[F2][F5][F6]2026-02-17−44,407→ 0 total→ Common Stock (44,407 underlying)
Footnotes (6)
- [F1]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.
- [F2]Each restricted stock unit represents a contingent right to receive one share of Issuer's common stock.
- [F3]The restricted stock units will vest in 12 equal quarterly installments, with the first vesting occurring on May 15, 2026, and subject to the reporting person's continued service to the Issuer on each vesting date.
- [F4]The restricted stock units vest in 16 equal quarterly installments, 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.
- [F5]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 was 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.
- [F6]Acquired upon Compensation Committee certification on January 22, 2024, of achievement of performance criteria for the January 1, 2023 through December 31, 2023 performance period under performance-based restricted stock units granted February 15, 2023.