Mastantuono Gina 4

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.