ServiceNow CFO reports RSU vesting and tax share use

ServiceNow, Inc. President and CFO Gina Mastantuono reported an equity compensation transaction on August 7, 2026.

Accepted by SEC EDGAR 08/11/2026 - 04:06 PM EDT Learn about SEC filing dates

Rhea-AI Filing Summary

ServiceNow, Inc. President and CFO Gina Mastantuono reported an equity compensation transaction on August 7, 2026. Restricted stock units representing 3,945 shares of common stock vested and were exercised into the same number of common shares. Of these shares, 2,121 common shares were delivered or withheld at $124.88 per share to satisfy federal and state tax withholding obligations. Following the RSU conversion, 3,950 restricted stock units remained outstanding. A related footnote also states that 78.4656 shares were acquired earlier under the company’s Employee Stock Purchase Plan on July 31, 2026.

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 F3, F4	3,945	$0.00	$0.00
Exercise	Common Stock F1	3,945	$0.00	$0.00
Tax Withholding	Common Stock F2	2,121	$124.88	$265K

Holdings After Transaction: Restricted Stock Units — 3,950 contracts (Direct); Common Stock — 104,840.4656 shares (Direct)

Footnotes (4)

1. F1. Includes 78.4656 shares acquired under the Issuer's Employee Stock Purchase Plan on July 31, 2026.
2. F2. 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.
3. F3. Each restricted stock unit represents a contingent right to receive one share of Issuer's common stock.
4. F4. 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 vested and exercised: 3,945 shares Shares withheld for taxes: 2,121 shares Tax withholding price: $124.88 per share +2 more

5 metrics

RSUs vested and exercised 3,945 shares Restricted stock units converting into common stock on August 7, 2026

Shares withheld for taxes 2,121 shares Common stock delivered or withheld to satisfy tax obligations

Tax withholding price $124.88 per share Price used for shares delivered or withheld for tax liabilities

RSUs remaining 3,950 units Restricted stock units remaining outstanding after the reported vesting event

ESPP shares acquired 78.4656 shares Shares acquired under the Employee Stock Purchase Plan on July 31, 2026

Key Terms

Restricted Stock Units, Rule 16b-3, Employee Stock Purchase Plan

3 terms

Restricted Stock Units financial

"Each restricted stock unit represents a contingent right to receive one share"

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 exchange for the Issuer's payment of federal and state tax withholding obligations...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.

Employee Stock Purchase Plan financial

"Includes 78.4656 shares acquired under the Issuer's Employee Stock Purchase Plan"

An employee stock purchase plan is a company program that lets workers buy shares through small payroll deductions, often at a discount to the market price and after a set offering period. Think of it like a workplace savings plan that turns into ownership: it encourages employees to share in the company’s success and can create predictable buying or selling of stock that investors watch because it affects supply, demand and employee incentives.

FAQ

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

What equity transaction did ServiceNow (NOW) executive Gina Mastantuono report?

Gina Mastantuono reported the vesting and exercise of 3,945 restricted stock units into common stock, plus a related tax-withholding share disposition and remaining unvested RSUs, as part of her equity compensation.

How many ServiceNow (NOW) RSUs vested for Gina Mastantuono on August 7, 2026?

On August 7, 2026, 3,945 restricted stock units vested for Gina Mastantuono, each representing a contingent right to receive one share of ServiceNow common stock, and were exercised into the same number of common shares.

How many ServiceNow (NOW) shares were withheld for taxes in this Form 4?

The filing reports that 2,121 shares of ServiceNow common stock were delivered or withheld at $124.88 per share to cover federal and state tax withholding obligations arising from the RSU vesting.

How many restricted stock units does the ServiceNow (NOW) executive still hold after this transaction?

After the reported RSU vesting and conversion, Gina Mastantuono is shown holding 3,950 restricted stock units, which continue to vest quarterly subject to her continued service to ServiceNow.

What additional ServiceNow (NOW) shares did Gina Mastantuono acquire through the ESPP?

A footnote states that Gina Mastantuono acquired 78.4656 shares under ServiceNow’s Employee Stock Purchase Plan on July 31, 2026, which are included in her reported common stock holdings associated with this Form 4.

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

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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)
08/07/2026

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	08/07/2026		M		3,945	A	$0	106,961.4656(1)	D
Common Stock	08/07/2026		F		2,121(2)	D	$124.88	104,840.4656	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	(3)	08/07/2026		M			3,945	(4)	(4)	Common Stock	3,945	$0	3,950	D

Explanation of Responses:

1. Includes 78.4656 shares acquired under the Issuer's Employee Stock Purchase Plan on July 31, 2026.

2. 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.

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

4. 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	08/11/2026
	** 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)