Form 4: ServiceNow CFO Reports Routine Stock Transactions

ServiceNow President and CFO Gina Mastantuono reported the vesting of restricted stock units and subsequent sale of shares to cover tax obligations.

Summary

• Gina Mastantuono, President and CFO of ServiceNow, Inc., reported transactions on November 12, 2025.
• Acquired 227 shares of Common Stock through the exercise/conversion of derivative securities (Restricted Stock Units) at a price of $0.
• Disposed of 123 shares of Common Stock at a price of $864.04 to satisfy federal and state tax withholding obligations related to the RSU vesting.
• Following these transactions, Mastantuono directly beneficially owns 12,696 shares of Common Stock.
• 227 Restricted Stock Units were converted, leaving 228 Restricted Stock Units beneficially owned.
• The Restricted Stock Units vest as to 1/16th of the total shares quarterly, with the first vesting occurring on May 12, 2022.

Sentiment

Score: 5

Explanation: The filing reports routine insider transactions related to executive compensation (RSU vesting and tax-related share sale), which is neither inherently positive nor negative for the company's operational or financial performance.

Positives

• Vesting of 227 Restricted Stock Units indicates a portion of executive compensation has been realized.
• The transaction is part of a pre-arranged plan (Rule 10b5-1(c)), indicating planned and routine activity.

Negatives

• A portion of shares (123 shares) was sold to cover tax liabilities, reducing direct beneficial ownership.

Risks

• No specific risks are mentioned in this Form 4 filing, as it primarily reports a routine insider transaction.

Future Outlook

This Form 4 filing does not contain any forward-looking statements or guidance regarding the company's future performance or outlook.

Industry Context

The reported transactions are routine for executives receiving equity compensation. Restricted Stock Units (RSUs) are a common form of non-cash compensation in the technology industry, aligning executive incentives with shareholder value. The sale of shares to cover tax obligations upon vesting is a standard practice across industries.

Comparison to Industry Standards

• The use of Restricted Stock Units (RSUs) as a component of executive compensation is a widespread practice among publicly traded technology companies, similar to peers like Microsoft, Salesforce, and Oracle.
• The disposition of shares to satisfy tax withholding obligations upon RSU vesting is a standard and expected procedure, consistent with practices observed in executive compensation plans across the S&P 500.
• The transaction was made pursuant to a Rule 10b5-1(c) plan, which is a common mechanism used by insiders to pre-arrange stock trades and avoid accusations of trading on material non-public information, aligning with best practices in corporate governance.

Stakeholder Impact

• Shareholders: Minimal direct impact as these are routine compensation-related transactions and not indicative of a change in company fundamentals or strategy.
• Employees: No direct impact mentioned.
• Customers: No direct impact mentioned.
• Suppliers: No direct impact mentioned.
• Creditors: No direct impact mentioned.

Next Steps

• Continued vesting of the remaining 228 Restricted Stock Units according to the established quarterly schedule.

Key Dates

Keywords

ServiceNow, NOW, Form 4, Insider Transaction, Gina Mastantuono, CFO, Restricted Stock Units, RSU, Executive Compensation, Stock Sale, Tax Withholding