ServiceNow (NYSE: NOW) CFO receives 18,005 performance-based RSUs

Rhea-AI Filing Summary

ServiceNow, Inc. reported that President and CFO Gina Mastantuono acquired 18,005 restricted stock units on February 3, 2026 after the Compensation Committee certified achievement of performance criteria for the January 1, 2024 through December 31, 2025 period.

Each unit represents one share of common stock and 100% of the shares will vest on February 7, 2026, provided she continues serving the company on that date. This tranche represents the first of two performance-based installments from an award originally granted on February 15, 2024.

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

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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)
02/03/2026

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

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	(1)	02/03/2026		A		18,005		(2)(3)	(2)(3)	Common Stock	18,005	$0	18,005	D

Explanation of Responses:

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

2. 100% of the shares subject to the restricted stock units will vest on February 7, 2026, subject to the reporting person's continued service to the Issuer on such vesting date.

3. 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.

Remarks:

	/s/ Gina Mastantuono by Russell S. Elmer, Attorney-in-Fact	02/05/2026
	** 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.

FAQ

What did ServiceNow (NOW) disclose about Gina Mastantuono in this Form 4?

ServiceNow disclosed that President and CFO Gina Mastantuono acquired 18,005 restricted stock units on February 3, 2026. These units stem from a performance-based award tied to results from January 1, 2024 through December 31, 2025 and will convert into common shares upon vesting.

How many restricted stock units did Gina Mastantuono receive from ServiceNow (NOW)?

Gina Mastantuono received 18,005 restricted stock units. Each unit represents a contingent right to receive one share of ServiceNow common stock, giving her a potential 18,005 additional shares, subject to vesting conditions and her continued service with the company through the specified vesting date.

When will Gina Mastantuono’s ServiceNow (NOW) restricted stock units vest?

All of Gina Mastantuono’s 18,005 restricted stock units are scheduled to vest on February 7, 2026. Vesting is conditioned on her continued service to ServiceNow through that date, meaning she must remain in her role until then for the shares to be delivered.

What performance period determines Gina Mastantuono’s ServiceNow (NOW) RSU award?

The RSU award is based on performance from January 1, 2024 through December 31, 2025. The Compensation Committee certified on February 3, 2026 that the performance criteria were achieved, which triggered this first tranche of 18,005 restricted stock units from the February 15, 2024 grant.

Is Gina Mastantuono’s ServiceNow (NOW) RSU transaction a grant or a market purchase?

The transaction is a grant of performance-based restricted stock units, coded as an acquisition at a price of $0.00 per unit. It reflects stock-based compensation rather than a market purchase of ServiceNow shares on an exchange or in a cash transaction.

Are there additional tranches remaining in Gina Mastantuono’s ServiceNow (NOW) performance RSU award?

Yes. The 18,005 restricted stock units reported represent the first of two tranches from a performance-based award granted on February 15, 2024. Remaining tranches depend on future Compensation Committee certification of additional performance under the award’s terms.