NOW Form 4: Mastantuono Reports RSU Conversions, Share Withholding, and 1,762-Share Sale
Rhea-AI Filing Summary
Gina Mastantuono, President and CFO of ServiceNow, Inc. (NOW), reported multiple equity transactions on Form 4. On 08/15/2025 she received restricted stock units that converted into 4,442, 319, and 471 shares of common stock upon vesting, recorded as acquisitions at $0 per share. Concurrently she surrendered 2,388, 172, and 254 shares to satisfy federal and state tax withholding obligations at a reported price of $867.24 per share. Following those transactions her beneficial ownership moved between 16,014 and 13,990 shares across line items. On 08/18/2025 a separate sale of 1,762 shares occurred at $866.45 per share. The filing notes the 08/18 sale was effected under a Rule 10b5-1 trading plan and explains vesting schedules and performance-based conditions for the RSUs.
Positive
- RSU vesting converted to common stock, reflecting compensation realization without cash exercise cost (acquisitions recorded at $0 per share)
- Disclosure includes Rule 10b5-1 plan statement, indicating the sale on 08/18/2025 was pre-planned and compliant with insider-trading procedures
- Detailed vesting and performance-condition notes are provided, clarifying timing and performance metrics for the granted RSUs
Negative
- Significant share surrender for tax withholding (2,388, 172, and 254 shares at $867.24), which reduced beneficial ownership
- Sale of 1,762 shares on 08/18/2025 at $866.45 decreased the reporting person’s holdings
Insights
TL;DR: Routine executive equity vesting with tax withholding and a Rule 10b5-1 sale; no material change to control.
The Form 4 discloses standard compensation-related equity events: performance and time-based restricted stock units vested and converted to shares, shares were withheld to cover tax obligations at ~$867.24 per share, and a separate pre-planned sale of 1,762 shares at $866.45 was executed under a 10b5-1 plan. These transactions reflect compensation realization and tax settlement rather than active disposition trends; aggregated holdings after the reported activity remain within a mid-five-figure share count and do not indicate a change in voting control or a material financing action.
TL;DR: Disclosure aligns with expected governance practices: RSU vesting disclosure and 10b5-1 plan use are documented.
The filing includes explanatory notes describing vesting schedules, performance conditions tied to a three-year TSR comparison, and the use of a Rule 10b5-1 trading plan for the reported sale. The Reporting Person documented tax-withholding share relinquishments pursuant to Rule 16b-3. From a governance perspective, the filing provides required transparency on timing, mechanics, and conditions of equity compensation and planned dispositions, fulfilling Section 16 reporting expectations.
Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Sale | Common Stock | 1,762 | $866.45 | $1.53M |
| Exercise | Restricted Stock Units | 4,442 | $0.00 | -- |
| Exercise | Restricted Stock Units | 319 | $0.00 | -- |
| Exercise | Restricted Stock Units | 471 | $0.00 | -- |
| Exercise | Common Stock | 4,442 | $0.00 | -- |
| Tax Withholding | Common Stock | 2,388 | $867.24 | $2.07M |
| Exercise | Common Stock | 319 | $0.00 | -- |
| Tax Withholding | Common Stock | 172 | $867.24 | $149K |
| Exercise | Common Stock | 471 | $0.00 | -- |
| Tax Withholding | Common Stock | 254 | $867.24 | $220K |
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. The transactions reported on this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on November 22, 2024. Each restricted stock unit represents a contingent right to receive one share of Issuer's common stock. 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 is 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 achievement of certain performance criteria pursuant to the performance-based restricted stock units granted February 15, 2023 under the Issuer's 2021 Equity Incentive Plan. The performance period for the restricted stock units was January 1, 2023 until December 31, 2023, with achievement of the applicable performance criteria subject to determination by the Issuer's Compensation Committee. This determination was obtained on January 22, 2024. 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. 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.
