ServiceNow (NOW) CFO Gina Mastantuono Exercises RSUs, Sells Shares

What Happened

• Gina Mastantuono, President and Chief Financial Officer of ServiceNow (NOW), had restricted stock units (RSUs) convert into 7,957 shares on August 14, 2026. Of those, 4,278 shares were relinquished to the company to satisfy federal and state tax withholding obligations at $124.00 per share, resulting in tax withholding proceeds of $530,472. The remaining 3,679 shares were issued to her (net received).
• The exercise/conversion entries are reported with an exercise price of $0.00, consistent with RSU vesting rather than option exercises. The withholding was done pursuant to Rule 16b-3 and is a routine tax-surrender (not an open-market sale).

Key Details

• Transaction date: 2026-08-14; filing date: 2026-08-18 (timely filing).
• RSUs converted: 7,957 shares (2,355 + 5,602). Shares withheld for taxes: 4,278 (1,266 + 3,012) at $124.00 each; withholding value: $156,984 + $373,488 = $530,472.
• Net shares issued to insider after withholding: 3,679 shares.
• Footnotes: F1 = shares relinquished for issuer-paid tax withholding per Rule 16b-3; F2–F4 describe that these are RSUs (one share per unit) vesting in quarterly installments (different grants with first vesting dates on May 15, 2025 and May 15, 2026).
• No 10b5-1 plan or late filing flagged in this Form 4.

Context

• This was a routine RSU vesting and tax-withholding transaction (a cashless settlement). Relinquishing shares to cover taxes is standard and should not be read as a directional market signal by itself.
• The filing shows conversion of RSUs (derivative conversion) rather than an open-market sale or purchase. Purchases are generally more informative about insider conviction; here the insider received net shares but surrendered a portion solely for tax obligations.