ServiceNow (NYSE: NOW) CFO receives 39,155 performance-based options

Rhea-AI Filing Summary

ServiceNow, Inc. President and CFO Gina Mastantuono received an employee stock option grant covering 39,155 shares of common stock at an exercise price of $655.94 per share. The option, which expires on December 13, 2031, is part of a previously disclosed Performance Stock Option with multiple tranches.

For Tranche Six, the subscription revenue goal was certified as achieved on April 29, 2026, but these shares will vest only if the applicable stock price metric is later certified and she remains employed on the vesting date. As of April 29, 2026, 156,620 options from this award are fully vested and exercisable.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Mastantuono Gina

Role President and CFO

Type	Security	Shares	Price	Value
Grant/Award	Employee Stock Option (Right to Buy)	39,155	$655.94	$25.68M

Holdings After Transaction: Employee Stock Option (Right to Buy) — 234,930 shares (Direct, null)

Footnotes (1)

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Key Figures

Option grant size: 39,155 options Exercise price: $655.94 per share Expiration date: December 13, 2031 +3 more

6 metrics

Option grant size 39,155 options Employee Stock Option grant to President and CFO

Exercise price $655.94 per share Conversion or exercise price for granted options

Expiration date December 13, 2031 Option expiration for Performance Stock Option

Total options after grant 234,930 options Total derivative holdings following transaction

Vested options 156,620 options Fully vested and exercisable as of April 29, 2026

Performance period end September 30, 2026 End of performance period for the PSO

Key Terms

Performance Stock Option, tranches, subscription revenue metric, stock price metric, +1 more

5 terms

Performance Stock Option financial

"on December 13, 2021, a Performance Stock Option ("PSO") was granted"

tranches financial

"there are eight separate tranches to the PSO"

Tranches are portions or slices of a larger financing deal—such as a loan, bond issue, or equity round—that are released at different times or under different conditions. For investors they matter because each tranche can carry different risk, interest or payout terms and may be paid only if certain targets are met; think of funding as slices of a cake handed out as progress is made.

subscription revenue metric financial

"certified achievement of the subscription revenue metric for Tranche Six"

stock price metric financial

"only if: (i) achievement of the applicable stock price metric is certified"

Compensation Committee financial

"the Issuer's Compensation Committee certified achievement of the subscription revenue metric"

A compensation committee is a group within a company's leadership responsible for setting and reviewing how much top executives and employees are paid, including salaries, bonuses, and benefits. It matters to investors because fair and effective pay decisions can influence a company's performance, leadership motivation, and overall governance, helping ensure that the company’s management is aligned with shareholders’ interests.

Form 4 Insider Transactions: What Each Field Means →

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)
04/29/2026

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

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
Employee Stock Option (Right to Buy)	$655.94	04/29/2026		A		39,155		(1)	12/13/2031	Common Stock	39,155	$655.94	234,930	D

Explanation of Responses:

1. 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.

Remarks:

EXHIBIT LIST: EX-24 2026 Section 16 POA - Mastantuono

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

FAQ

What did ServiceNow (NOW) disclose about Gina Mastantuono’s new options?

ServiceNow reported that President and CFO Gina Mastantuono received an employee stock option grant for 39,155 shares of common stock at $655.94 per share. The grant is part of a larger performance-based option award with multiple tranches and specific vesting conditions.

How is Tranche Six of Gina Mastantuono’s Performance Stock Option structured at ServiceNow (NOW)?

Tranche Six of Gina Mastantuono’s Performance Stock Option can vest only if both a subscription revenue metric and a stock price performance metric are achieved, along with service requirements. As of April 29, 2026, the subscription revenue metric for this tranche has been certified as achieved.

Have the Tranche Six options for ServiceNow (NOW) CFO vested yet?

The Tranche Six options have not yet vested. They may vest only if the applicable stock price metric is certified and Gina Mastantuono remains an employee of ServiceNow on the vesting date, despite the revenue metric already being achieved.

How many options from the Performance Stock Option are already vested for ServiceNow (NOW) CFO?

As of April 29, 2026, 156,620 options from Gina Mastantuono’s Performance Stock Option grant are fully vested and remain exercisable. This figure reflects portions of the multi-tranche award that have already satisfied their performance and service-based vesting conditions.

When does the Performance Stock Option related to this ServiceNow (NOW) Form 4 expire?

The Performance Stock Option granted to Gina Mastantuono, including Tranche Six, carries an expiration date of December 13, 2031. Any unexercised options after that date will lapse, subject to the vesting and service conditions described for each tranche of the award.