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NOW insider: Mastantuono surrenders 425 shares for taxes; 10b5-1 sale

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

Rhea-AI Filing Summary

Gina Mastantuono, President and CFO of ServiceNow (NOW), reported equity activity occurring on August 7-8, 2025. 789 restricted stock units vested and converted into common stock; 425 shares were relinquished to satisfy federal and state tax withholding obligations at a price shown as $874.12 per share; and 292 shares were sold at $878.39 under a Rule 10b5-1 trading plan adopted November 22, 2024. Following these transactions the reporting person beneficially owned 11,551 common shares, and 3,946 restricted stock units remained outstanding. The filings state the 425-share surrender related specifically to RSU tax withholding and that each RSU converts to one share.

Positive

  • None.

Negative

  • None.

Insights

TL;DR: Transactions reflect routine RSU vesting and a pre-arranged 10b5-1 sale; net change is modest and not clearly material to valuation.

The Form 4 documents vesting of 789 RSUs, a tax-withholding share surrender of 425 shares at $874.12, and a sale of 292 shares at $878.39. These actions are linked to compensation vesting and an established trading plan, indicating standard officer liquidity and tax settlement rather than a signal about company fundamentals.

TL;DR: Disclosure shows compliance with Rule 10b5-1 and Rule 16b-3 procedures; activity aligns with expected governance controls.

The report specifies that the sale was effected pursuant to a Rule 10b5-1 plan adopted on November 22, 2024, and that share relinquishment was in exchange for issuer payment of tax withholding obligations under Rule 16b-3. The filing documents vesting schedule details for the RSUs, reinforcing that the transactions follow pre-established governance and compensation mechanics.

Insider Mastantuono Gina
Role President and CFO
Sold 292 shs ($256K)
Type Security Shares Price Value
Sale Common Stock 292 $878.39 $256K
Exercise Restricted Stock Units 789 $0.00 --
Exercise Common Stock 789 $0.00 --
Tax Withholding Common Stock 425 $874.12 $372K
Holdings After Transaction: Common Stock — 11,551 shares (Direct); Restricted Stock Units — 3,946 shares (Direct)
Footnotes (1)
  1. Includes 15 shares acquired under the Issuer's Employee Stock Purchase Plan on July 31, 2025. 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. 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 will vest quarterly beginning on February 7, 2025, and subject to the reporting person's continued service to the Issuer on each vesting date.
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).
X
 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)
08/07/2025
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 08/07/2025 M 789 A $0 12,268(1) D
Common Stock 08/07/2025 F 425(2) D $874.12 11,843 D
Common Stock 08/08/2025 S(3) 292 D $878.39 11,551 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) 08/07/2025 M 789 (5) (5) Common Stock 789 $0 3,946 D
Explanation of Responses:
1. Includes 15 shares acquired under the Issuer's Employee Stock Purchase Plan on July 31, 2025.
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. 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.
4. Each restricted stock unit represents a contingent right to receive one share of Issuer's common stock.
5. 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 will vest quarterly beginning on February 7, 2025, and subject to the reporting person's continued service to the Issuer on each vesting date.
Remarks:
/s/ Gina Mastantuono by Russell S. Elmer, Attorney-in-Fact 08/11/2025
** 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 insider transactions did ServiceNow (NOW) CFO Gina Mastantuono report?

On Aug 7-8, 2025 she had 789 RSUs vest, surrendered 425 shares for tax withholding at $874.12, and sold 292 shares at $878.39.

How many shares does Gina Mastantuono beneficially own after these transactions?

Following the reported transactions she beneficially owned 11,551 common shares and held 3,946 RSUs outstanding.

Was the sale of shares part of an approved trading program?

Yes. The Form 4 states the sale of 292 shares was effected pursuant to a Rule 10b5-1 trading plan adopted on November 22, 2024.

Why were 425 shares relinquished by the reporting person?

The 425 shares were relinquished in exchange for the issuer's payment of federal and state tax withholding obligations resulting from RSU vesting, per the filing.

Did the report include any Employee Stock Purchase Plan (ESPP) activity?

Yes. The filing notes inclusion of 15 shares acquired under the issuer's Employee Stock Purchase Plan on July 31, 2025 in the totals.