ServiceNow CFO reports RSU vesting and tax withholding
ServiceNow President and CFO Gina Mastantuono reported routine equity compensation activity involving restricted stock units that vested into common stock.
Rhea-AI Filing Summary
ServiceNow President and CFO Gina Mastantuono reported routine equity compensation activity involving restricted stock units that vested into common stock. She exercised derivative awards covering 9,547 shares of common stock and had 5,134 shares withheld at $95.07 per share to cover tax obligations under Rule 16b-3.
These tax-withholding dispositions are not open-market sales. Following the transactions, she directly holds 102,938 shares of ServiceNow common stock. The footnotes indicate the RSUs vest in scheduled quarterly installments, conditioned on her continued service with the company.
Positive
- None.
Negative
- None.
Insider Trade Summary
9,547 shares exercised/converted
Exercise
9 txns
Insider
Mastantuono Gina
Role
President and CFO
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Exercise | Restricted Stock Units | 1,595 | $0.00 | $0.00 |
| Exercise | Restricted Stock Units | 2,350 | $0.00 | $0.00 |
| Exercise | Restricted Stock Units | 5,602 | $0.00 | $0.00 |
| Exercise | Common Stock | 1,595 | $0.00 | $0.00 |
| Exercise Price or Tax Liability | Common Stock | 858 | $95.07 | $82K |
| Exercise | Common Stock | 2,350 | $0.00 | $0.00 |
| Exercise Price or Tax Liability | Common Stock | 1,264 | $95.07 | $120K |
| Exercise | Common Stock | 5,602 | $0.00 | $0.00 |
| Exercise Price or Tax Liability | Common Stock | 3,012 | $95.07 | $286K |
Holdings After Transaction:
Restricted Stock Units — 82,883 contracts (Direct);
Common Stock — 102,938 shares (Direct)
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.
Key Figures
RSU-related exercises: 9,547 shares
Tax-withheld shares: 5,134 shares
Tax-withholding price: $95.07 per share
+4 more
7 metrics
RSU-related exercises
9,547 shares
Derivative exercises/conversions into common stock on May 15, 2026
Tax-withheld shares
5,134 shares
Shares relinquished to cover tax obligations on RSU vesting
Tax-withholding price
$95.07 per share
Price used for F-code tax-withholding dispositions
Post-transaction holdings
100,120 shares
Direct common stock owned after final reported transaction
RSU award 1 vesting schedule
1/16th quarterly
First vesting on May 17, 2023, subject to continued service
RSU award 2 vesting schedule
1/12th quarterly
First vesting on May 15, 2025, subject to continued service
RSU award 3 vesting schedule
12 equal quarterly installments
First vesting on May 15, 2026, subject to continued service
Key Terms
Restricted Stock Units, Rule 16b-3, tax withholding obligations, contingent right, +1 more
5 terms
Restricted Stock Units financial
"Each restricted stock unit represents a contingent right to receive one share of Issuer's common stock."
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
"Represents shares relinquished ... 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 of the Reporting Person resulting from the vesting of RSUs"
contingent right financial
"Each restricted stock unit represents a contingent right to receive one share of Issuer's common stock."
vesting financial
"The restricted stock units vest as to 1/16th of the total shares quarterly"
Vesting is the process by which you earn full ownership of something, like company stock or a retirement benefit, over time. It’s like earning the right to keep a gift piece by piece the longer you stay with a company, making sure employees stay committed before they receive all the benefits.
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What insider transactions did ServiceNow (NOW) CFO Gina Mastantuono report?
Gina Mastantuono reported routine equity compensation activity, with restricted stock units converting into common shares. She exercised derivative awards for 9,547 shares and had 5,134 shares withheld to cover tax obligations, rather than selling shares in the open market.
What role did restricted stock units play in the ServiceNow (NOW) Form 4 filing?
The Form 4 centers on restricted stock units (RSUs) vesting into common stock. Each RSU represents a contingent right to receive one common share. As tranches vested, they converted into shares, triggering associated tax-withholding share dispositions reported in the non-derivative section.
How do ServiceNow (NOW) CFO Gina Mastantuono’s RSUs vest over time?
Footnotes state several RSU awards vest quarterly in installments. One grant vests 1/16th quarterly starting May 17, 2023, another vests 1/12th quarterly from May 15, 2025, and another in 12 equal quarterly installments beginning May 15, 2026, all requiring continued service.
AI-generated analysis. How Rhea-AI works. Not financial advice.
