Mastantuono Gina 4

4 · ServiceNow, Inc. · Filed May 1, 2026

AI-generated summary of this filing

Updated May 1, 2026

ServiceNow (NOW) CFO Gina Mastantuono Receives 39,155-Share Award

What Happened

Gina Mastantuono, President and Chief Financial Officer of ServiceNow (NOW), was reported as acquiring 39,155 derivative shares on April 29, 2026. The reported per-share value for the award is $655.94, for a total reported value of $25,683,331.
This filing reflects certification of a performance metric for Tranche Six of a previously granted Performance Stock Option (PSO). The tranche has been awarded but has not yet vested and remains contingent on additional conditions.

Key Details

Transaction date and price: April 29, 2026 @ $655.94 per share (total $25,683,331).
Transaction type: Award/Grant of derivative securities (Form 4 code A).
Shares owned/vesting status after transaction: The Tranche Six shares (39,155) have been awarded but have not vested; vesting requires (i) certification that the applicable stock price metric is met and (ii) the Reporting Person’s continued employment on the vesting date. The filing also notes 156,620 options are fully vested and remain exercisable as of April 29, 2026.
Background on award: The PSO was originally granted December 13, 2021, contains eight separate tranches, and has a performance period ending September 30, 2026.
Timeliness: Reported on Form 4 filed May 1, 2026 for an April 29, 2026 event — filed within the standard Form 4 window (not indicated as late).
Exhibit: Includes a Section 16 power of attorney (EX-24).

Context

This is a performance-based derivative award (PSO tranche). The filing does not report a cash purchase or sale; it documents an award contingent on meeting remaining performance and service conditions. Such awards reflect company compensation practices and do not, by themselves, indicate the insider’s intent to buy or sell open-market shares.

Form 4

Period: 2026-04-29

President and CFO

Transactions

Award
Employee Stock Option (Right to Buy)
[F1]
2026-04-29$655.94/sh+39,155$25,683,331→ 234,930 total
Exercise: $655.94Exp: 2031-12-13→ Common Stock (39,155 underlying)

Footnotes (1)

[F1]As the Issuer has previously disclosed, on December 13, 2021, a Performance Stock Option ("PSO") was granted to the Reporting Person. The Issuer also disclosed that there are eight separate tranches to the PSO and any tranche may vest only if both subscription revenue and stock price performance metrics are met, in addition to service requirements. The performance period ends September 30, 2026. On April 29, 2026, the Issuer's Compensation Committee certified achievement of the subscription revenue metric for Tranche Six of the PSO. Despite having met this performance metric, the shares for Tranche Six have not yet vested. They may vest, if at all, only if: (i) achievement of the applicable stock price metric is certified; and (ii) the Reporting Person is an employee of the Issuer on such vesting date. As of April 29, 2026, 156,620 of the options are fully vested and remain exercisable.

Signature

/s/ Gina Mastantuono by Hossein Nowbar, Attorney-in-Fact|2026-05-01

4 files