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ServiceNow (NYSE: NOW) CFO reports RSU vesting and tax-related share withholding

Filing Impact
(Very High)
Filing Sentiment
(Negative)
Form Type
4

Rhea-AI Filing Summary

ServiceNow President and CFO Gina Mastantuono reported multiple stock transactions dated February 6, 2026 related to vesting of restricted stock units (RSUs) and associated tax withholding. RSU conversions delivered 18,005 and 3,945 shares of common stock at an exercise price of $0 per share.

To cover federal and state tax withholding from these vestings, 7,512 and 1,956 shares of common stock were relinquished at $100.74 per share. After these transactions and adjustments, she directly beneficially owned 73,712 shares of ServiceNow common stock, including 90 shares acquired through the employee stock purchase plan and reflecting a prior 5-for-1 stock split.

Positive

  • None.

Negative

  • None.
Insider Mastantuono Gina
Role President and CFO
Type Security Shares Price Value
Exercise Restricted Stock Units 18,005 $0.00 --
Exercise Restricted Stock Units 3,945 $0.00 --
Exercise Common Stock 18,005 $0.00 --
Tax Withholding Common Stock 7,512 $100.74 $757K
Exercise Common Stock 3,945 $0.00 --
Tax Withholding Common Stock 1,956 $100.74 $197K
Holdings After Transaction: Restricted Stock Units — 0 shares (Direct); Common Stock — 79,235 shares (Direct)
Footnotes (1)
  1. Includes 90 shares acquired under the Issuer's Employee Stock Purchase Plan on January 30, 2026. 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. On December 17, 2025, the Issuer effected a 5-for-1 stock split of its common stock (the "Stock Split"), which resulted in the reporting person receiving four additional shares for each share of common stock of the Issuer held as of such date. Each restricted stock unit represents a contingent right to receive one share of Issuer's common stock. 100% of the shares subject to the restricted stock units vested on February 7, 2026. Acquired upon Compensation Committee certification on February 3, 2026, of achievement of performance criteria for the January 1, 2024 through December 31, 2025 performance period under performance-based restricted stock units granted February 15, 2024. Represents the first of two tranches; remaining tranches subject to Compensation Committee certification of future performance. 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. The number of securities reported on this Form 4 have been adjusted to reflect the Stock Split.
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 CA 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)
02/06/2026
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)
Code V Amount (A) or (D) Price
Common Stock 02/06/2026 M 18,005 A $0 79,235(1) D
Common Stock 02/06/2026 F 7,512(2) D $100.74 71,723 D
Common Stock 02/06/2026 M 3,945 A $0 75,668 D
Common Stock 02/06/2026 F 1,956(2) D $100.74 73,712(3) 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 (4) 02/06/2026 M 18,005 (5)(6) (5)(6) Common Stock 18,005 $0 0 D
Restricted Stock Units (4) 02/06/2026 M 3,945 (7) (7) Common Stock 3,945(8) $0 11,840 D
Explanation of Responses:
1. Includes 90 shares acquired under the Issuer's Employee Stock Purchase Plan on January 30, 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. On December 17, 2025, the Issuer effected a 5-for-1 stock split of its common stock (the "Stock Split"), which resulted in the reporting person receiving four additional shares for each share of common stock of the Issuer held as of such date.
4. Each restricted stock unit represents a contingent right to receive one share of Issuer's common stock.
5. 100% of the shares subject to the restricted stock units vested on February 7, 2026.
6. Acquired upon Compensation Committee certification on February 3, 2026, of achievement of performance criteria for the January 1, 2024 through December 31, 2025 performance period under performance-based restricted stock units granted February 15, 2024. Represents the first of two tranches; remaining tranches subject to Compensation Committee certification of future performance.
7. 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.
8. The number of securities reported on this Form 4 have been adjusted to reflect the Stock Split.
Remarks:
/s/ Gina Mastantuono by Russell S. Elmer, Attorney-in-Fact 02/10/2026
** 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