Mastantuono Gina 4

4 · ServiceNow, Inc. · Filed May 18, 2026

AI-generated summary of this filing

Updated May 19, 2026

ServiceNow CFO Gina Mastantuono Exercises RSUs; Shares Withheld

What Happened

Gina Mastantuono, President and Chief Financial Officer of ServiceNow (NOW), had restricted stock units (RSUs) convert to common shares on May 15, 2026. A total of 9,547 RSUs converted into 9,547 shares. Of those, 5,134 shares were surrendered to the company to cover federal and state tax withholding obligations, calculated at an implied value of $95.07 per share and totaling $488,089. The remaining 4,413 shares were issued to her.

Key Details

Transaction date: May 15, 2026; Form 4 filed May 18, 2026 (timely filing).
Conversion details: three conversion entries of 1,595, 2,350 and 5,602 RSUs (total 9,547 shares).
Tax withholding: 858, 1,264 and 3,012 shares withheld (total 5,134) at $95.07/share, aggregate $488,089 (codes F = tax withholding).
Shares issued to insider after withholding: 4,413 (9,547 converted minus 5,134 withheld).
Footnotes: F1 indicates shares were relinquished to cover tax withholding; F2–F5 describe RSU mechanics and vesting schedules (quarterly vesting, contingent on continued service).
Filing status: Reported on Form 4 and appears timely (filed three calendar days after the May 15 transaction, within the two-business-day SEC window).

Context

This was not an open-market sale but a routine tax-withholding transaction tied to RSU vesting (company retained shares to pay withholding). Such transactions are administrative and do not necessarily signal the insider’s view on the stock.
The filings show conversion of RSU derivatives (code M) and share relinquishment for tax payment (code F). Retail investors should treat this as routine employee compensation vesting rather than a discretionary sale.

Form 4

Period: 2026-05-15

President and CFO

Transactions

Exercise/Conversion
Common Stock
2026-05-15+1,595→ 100,120 total
Tax Payment
Common Stock
[F1]
2026-05-15$95.07/sh−858$81,570→ 99,262 total
Exercise/Conversion
Common Stock
2026-05-15+2,350→ 101,612 total
Tax Payment
Common Stock
[F1]
2026-05-15$95.07/sh−1,264$120,168→ 100,348 total
Exercise/Conversion
Common Stock
2026-05-15+5,602→ 105,950 total
Tax Payment
Common Stock
[F1]
2026-05-15$95.07/sh−3,012$286,351→ 102,938 total
Exercise/Conversion
Restricted Stock Units
[F2][F3]
2026-05-15−1,595→ 4,785 total
→ Common Stock (1,595 underlying)
Exercise/Conversion
Restricted Stock Units
[F2][F4]
2026-05-15−2,350→ 16,475 total
→ Common Stock (2,350 underlying)
Exercise/Conversion
Restricted Stock Units
[F2][F5]
2026-05-15−5,602→ 61,623 total
→ Common Stock (5,602 underlying)

Footnotes (5)

[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 vest as to 1/16th of the total shares quarterly, 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.
[F4]The restricted stock units vest as to 1/12th of the total shares quarterly, with the first vesting having occurred on May 15, 2025, and subject to the Reporting Person's continued service to the Issuer on each vesting date.
[F5]The restricted stock units vest in 12 equal quarterly installments, with the first vesting having occurred on May 15, 2026, and subject to the reporting person's continued service to the Issuer on each vesting date.

Signature

/s/ Gina Mastantuono by Hossein Nowbar, Attorney-in-Fact|2026-05-18

1 file