ServiceNow CFO exercises RSUs, covers tax with shares

ServiceNow, Inc. President and CFO Gina Mastantuono reported routine equity compensation activity.

Rhea-AI Filing Summary

ServiceNow, Inc. President and CFO Gina Mastantuono reported routine equity compensation activity. On May 7, 2026, she exercised restricted stock units that converted into 3,945 shares of common stock, while 2,121 shares were relinquished back to the company to cover federal and state tax withholding obligations related to the RSU vesting.

After these transactions, she directly held 98,525 shares of ServiceNow common stock, and 7,895 restricted stock units remained outstanding. The filing describes these events as an exercise of derivative securities and a tax-withholding disposition under Rule 16b-3, rather than open-market purchases or sales.

Insider Trade Summary

3,945 shares exercised/converted

Exercise 3 txns

Insider Mastantuono Gina

Role President and CFO

Type	Security	Shares	Price	Value
Exercise	Restricted Stock Units	3,945	$0.00	$0.00
Exercise	Common Stock	3,945	$0.00	$0.00
Exercise Price or Tax Liability	Common Stock	2,121	$93.59	$199K

Holdings After Transaction: Restricted Stock Units — 7,895 contracts (Direct); Common Stock — 98,525 shares (Direct)

Footnotes (3)

1. 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.
2. F2. Each restricted stock unit represents a contingent right to receive one share of Issuer's common stock.
3. F3. 3.33% of the shares subject to the restricted stock units vested on each of May 7, 2024, and August 7, 2024, 3.34% of the shares subject to the restricted stock units vested on November 7, 2024, and the remaining 90% of the shares subject to the restricted stock units began vesting quarterly on February 7, 2025, and subject to the reporting person's continued service to the Issuer on each vesting date.

Key Figures

RSUs converted: 3,945 shares Shares relinquished for taxes: 2,121 shares Shares held after transactions: 98,525 shares +2 more

5 metrics

RSUs converted 3,945 shares Restricted stock units converted into common stock on May 7, 2026

Shares relinquished for taxes 2,121 shares Surrendered to cover federal and state tax withholding

Shares held after transactions 98,525 shares Direct common stock holdings following Form 4 transactions

RSUs remaining outstanding 7,895 units Restricted stock units still outstanding after reported vesting

Tax disposition price reference $93.59 per share Reference price used for 2,121-share tax-withholding disposition

Key Terms

Restricted Stock Units, Rule 16b-3, tax withholding obligations, derivative exercise/conversion, +1 more

5 terms

Restricted Stock Units financial

"security_title: "Restricted Stock Units""

Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.

Rule 16b-3 regulatory

"in accordance with Rule 16b-3"

Rule 16b-3 is a Securities and Exchange Commission regulation that exempts certain routine, pre-approved transactions by company insiders from automatic liability for short-term trading profits. It acts like a safe harbor: if an insider follows a formal plan or the board approves specific transactions in advance, profits from buying and selling company stock within six months are not automatically reclaimed. Investors care because the rule clarifies when insider trades are permissible and reduces uncertainty about potential clawbacks.

tax withholding obligations financial

"payment of federal and state tax withholding obligations"

derivative exercise/conversion financial

"transaction_action: "derivative exercise/conversion""

contingent right financial

"represents a contingent right to receive one share"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did ServiceNow (NOW) CFO Gina Mastantuono report in this Form 4?

Gina Mastantuono reported RSU vesting and related tax withholding. She converted 3,945 restricted stock units into common shares and relinquished 2,121 shares to cover tax obligations. These are compensation-related entries, not open-market stock purchases or sales.

How many ServiceNow (NOW) shares did the CFO acquire through RSU vesting?

The CFO’s RSU vesting converted into 3,945 common shares. These shares came from restricted stock units that vested according to their schedule, with each unit representing a contingent right to receive one share of ServiceNow common stock upon vesting.

Why were 2,121 ServiceNow (NOW) shares relinquished by the CFO?

2,121 shares were surrendered to cover tax withholding obligations. The filing states these shares were relinquished in exchange for the issuer paying federal and state tax withholding related to the RSU vesting, consistent with Rule 16b-3 treatment.

How many ServiceNow (NOW) shares does the CFO hold after these transactions?

After the reported transactions, the CFO directly holds 98,525 shares. This total reflects the net impact of RSU conversion and the shares relinquished for tax withholding, as disclosed in the Form 4’s post-transaction holdings column.

What ServiceNow (NOW) restricted stock units remain outstanding for the CFO?

The Form 4 shows 7,895 restricted stock units still outstanding. These RSUs continue to represent contingent rights to receive common stock, subject to future vesting dates and the executive’s continued service to ServiceNow on each vesting date.

Is this ServiceNow (NOW) Form 4 an open-market stock sale by the CFO?

No, the Form 4 does not show any open-market sale. It records RSU conversion into common stock and a tax-withholding disposition under Rule 16b-3, where shares are surrendered to satisfy tax obligations rather than sold in the market.

AI-generated analysis. How Rhea-AI works. Not financial advice.

Form 4 Insider Transactions: What Each Field Means →

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Accepted by SEC EDGAR 05/11/2026 - 04:33 PM Learn about SEC filing dates

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Mastantuono Gina

(Last) (First) (Middle)

C/O SERVICENOW, INC.

2225 LAWSON LANE

(Street)

SANTA CLARA CALIFORNIA 95054

(City) (State) (Zip)

UNITED STATES

(Country)

2. Issuer Name and Ticker or Trading Symbol
ServiceNow, Inc. [ NOW ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	President and CFO

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/07/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	05/07/2026		M		3,945	A	$0	100,646	D
Common Stock	05/07/2026		F		2,121(1)	D	$93.59	98,525	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted Stock Units	(2)	05/07/2026		M			3,945	(3)	(3)	Common Stock	3,945	$0	7,895	D

Explanation of Responses:

1. 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.

2. Each restricted stock unit represents a contingent right to receive one share of Issuer's common stock.

3. 3.33% of the shares subject to the restricted stock units vested on each of May 7, 2024, and August 7, 2024, 3.34% of the shares subject to the restricted stock units vested on November 7, 2024, and the remaining 90% of the shares subject to the restricted stock units began vesting quarterly on February 7, 2025, and subject to the reporting person's continued service to the Issuer on each vesting date.

Remarks:

	/s/ Gina Mastantuono by Hossein Nowbar, Attorney-in-Fact	05/11/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)