Mastantuono Gina 4

What Happened
Gina Mastantuono, President and Chief Financial Officer of ServiceNow (NOW), had 3,945 restricted stock units (RSUs convert/vest) on May 7, 2026. Of those, 2,121 shares were surrendered to the company to satisfy federal and state tax withholding obligations, resulting in $198,504 withheld. The remaining shares (3,945 − 2,121 = 1,824) were delivered to Mastantuono. The filings show the RSU conversion as a derivative exercise (code M) and the share relinquishment for taxes as a withholding/disposition (code F).

Key Details

• Transaction date: May 7, 2026; Form 4 filed May 11, 2026 (filed within the two-business-day window).
• Conversion/vesting: 3,945 RSUs converted to common shares at $0.00 per share (code M).
• Tax withholding: 2,121 shares surrendered at an implied value of $93.59 per share, totaling $198,504 (code F).
• Implied delivered shares: 1,824 shares remaining after withholding (3,945 vested − 2,121 withheld).
• Footnotes: F1 explains shares were relinquished to cover tax withholding in accordance with Rule 16b-3; F2 clarifies each RSU equals one share; F3 summarizes the RSU vesting schedule (small portions vested in 2024; the remaining 90% began vesting quarterly from Feb 7, 2025, subject to continued service).
• Shares owned after transaction: not specified in the provided filing.

Context
This was not a market purchase but the routine vesting of RSUs and the standard cashless/net-share settlement for taxes. The conversion shows RSUs vested (acquired at $0 cost) and a portion withheld to cover tax liabilities—common practice that does not by itself indicate a buy or sell preference.