ServiceNow (NYSE: NOW) CFO granted 67,225 RSUs, covers tax with shares

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(Very High)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

ServiceNow President and CFO Gina Mastantuono reported multiple equity compensation transactions involving restricted stock units (RSUs) and common stock on February 17, 2026.

She received a grant of 67,225 RSUs, each representing one share of common stock. These RSUs vest in 12 equal quarterly installments starting on May 15, 2026, subject to continued service. Additional RSUs previously granted were exercised and converted into 1,595 and 44,407 shares of common stock.

To cover federal and state tax withholding obligations arising from RSU vesting, 858 and 23,869 shares of common stock were relinquished at a price of $105.91 per share, in transactions structured as share deliveries for tax payments rather than open-market sales. After these transactions, she directly owned 96,701 shares of ServiceNow common stock.

Insider Trade Summary

46,002 shares exercised/converted

Mixed 7 txns

Insider Mastantuono Gina

Role President and CFO

Type	Security	Shares	Price	Value
Grant/Award	Restricted Stock Units	67,225	$0.00	--
Exercise	Restricted Stock Units	1,595	$0.00	--
Exercise	Restricted Stock Units	44,407	$0.00	--
Exercise	Common Stock	1,595	$0.00	--
Tax Withholding	Common Stock	858	$105.91	$91K
Exercise	Common Stock	44,407	$0.00	--
Tax Withholding	Common Stock	23,869	$105.91	$2.53M

Holdings After Transaction: Restricted Stock Units — 67,225 shares (Direct); Common Stock — 77,021 shares (Direct)

Footnotes (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. Each restricted stock unit represents a contingent right to receive one share of Issuer's common stock. The restricted stock units will vest in 12 equal quarterly installments, with the first vesting occurring on May 15, 2026, and subject to the reporting person's continued service to the Issuer on each vesting date. The restricted stock units vest in 16 equal quarterly installments, 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. 30% of the shares subject to the restricted stock units vested on February 17, 2024, 15% of the shares subject to the restricted stock units vested on each of August 17, 2024 and February 17, 2025, 20% of the shares subject to the restricted stock units vested on August 17, 2025, and the final vest on February 17, 2026 of 20% of the shares subject to the restricted stock units was subject to adjustment based on the Issuer's 3-year relative total stockholder return performance against the S&P 500 index for the period from January 1, 2023 to December 31, 2025, subject to the reporting person's continued service to the Issuer on each vesting date. Acquired upon Compensation Committee certification on January 22, 2024, of achievement of performance criteria for the January 1, 2023 through December 31, 2023 performance period under performance-based restricted stock units granted February 15, 2023.

Form 4 Insider Transactions: What Each Field Means →

02/19/2026 - 08:06 PM

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

95054

(City)

(State)

(Zip)

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

3. Date of Earliest Transaction (Month/Day/Year)
02/17/2026

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

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

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

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	02/17/2026		M		1,595	A	$0	77,021	D
Common Stock	02/17/2026		F		858⁽¹⁾	D	$105.91	76,163	D
Common Stock	02/17/2026		M		44,407	A	$0	120,570	D
Common Stock	02/17/2026		F		23,869⁽¹⁾	D	$105.91	96,701	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Stock Units	⁽²⁾	02/17/2026		A		67,225		⁽³⁾	⁽³⁾	Common Stock	67,225	$0	67,225	D
Restricted Stock Units	⁽²⁾	02/17/2026		M			1,595	⁽⁴⁾	⁽⁴⁾	Common Stock	1,595	$0	6,380	D
Restricted Stock Units	⁽²⁾	02/17/2026		M			44,407	⁽⁵⁾⁽⁶⁾	⁽⁵⁾⁽⁶⁾	Common Stock	44,407	$0	0	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. The restricted stock units will vest in 12 equal quarterly installments, with the first vesting occurring on May 15, 2026, and subject to the reporting person's continued service to the Issuer on each vesting date.

4. The restricted stock units vest in 16 equal quarterly installments, 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.

5. 30% of the shares subject to the restricted stock units vested on February 17, 2024, 15% of the shares subject to the restricted stock units vested on each of August 17, 2024 and February 17, 2025, 20% of the shares subject to the restricted stock units vested on August 17, 2025, and the final vest on February 17, 2026 of 20% of the shares subject to the restricted stock units was subject to adjustment based on the Issuer's 3-year relative total stockholder return performance against the S&P 500 index for the period from January 1, 2023 to December 31, 2025, subject to the reporting person's continued service to the Issuer on each vesting date.

6. Acquired upon Compensation Committee certification on January 22, 2024, of achievement of performance criteria for the January 1, 2023 through December 31, 2023 performance period under performance-based restricted stock units granted February 15, 2023.

Remarks:

	/s/ Gina Mastantuono by Russell S. Elmer, Attorney-in-Fact	02/19/2026
	** 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.

Source: View Original Filing on SEC EDGAR

FAQ

What equity award did ServiceNow (NOW) CFO Gina Mastantuono receive?

Gina Mastantuono received a grant of 67,225 restricted stock units, each representing one share of ServiceNow common stock. The award is part of her equity compensation and vests over time, subject to her continued service with the company.

How do Gina Mastantuono’s new RSUs at ServiceNow (NOW) vest?

The 67,225 restricted stock units vest in 12 equal quarterly installments, beginning on May 15, 2026. Each vesting date is conditioned on Gina Mastantuono’s continued service with ServiceNow, spreading the award over a multi-year period.

Did ServiceNow (NOW) CFO Gina Mastantuono sell shares in the open market?

The filing shows no open-market sales. Instead, 858 and 23,869 shares of common stock were relinquished at $105.91 per share to satisfy federal and state tax withholding obligations related to RSU vesting under Rule 16b-3.

How many ServiceNow (NOW) shares does Gina Mastantuono hold after these transactions?

Following the reported RSU exercises, grants, and tax-withholding share deliveries, Gina Mastantuono directly holds 96,701 shares of ServiceNow common stock. This figure reflects her updated ownership after all February 17, 2026 transactions.

What types of transactions are reported in Gina Mastantuono’s ServiceNow (NOW) Form 4?

The Form 4 reports an RSU grant, exercises and conversions of RSUs into common stock, and share deliveries to cover tax withholding obligations. Transaction codes include A for awards, M for derivative exercises, and F for tax-related share relinquishments.

Are any of Gina Mastantuono’s ServiceNow (NOW) RSUs performance-based?

Yes. Footnotes describe performance-based restricted stock units tied to a performance period from January 1, 2023 through December 31, 2023, with achievement certified on January 22, 2024, and other RSUs tied to three-year relative total shareholder return versus the S&P 500.