Form 4: ServiceNow CFO's Stock Transactions Post-Split

ServiceNow's President and CFO, Gina Mastantuono, reported recent stock acquisitions from RSU vesting and dispositions for tax obligations, following a 5-for-1 stock split.

Summary

• Gina Mastantuono, President and CFO of ServiceNow, Inc., reported transactions involving the acquisition and disposition of common stock.
• Acquired 18,005 shares of common stock on February 6, 2026, from the vesting of performance-based Restricted Stock Units (RSUs) for the January 1, 2024, through December 31, 2025, performance period.
• Acquired an additional 3,945 shares of common stock on February 6, 2026, from the vesting of other Restricted Stock Units.
• Disposed of 7,512 shares and 1,956 shares of common stock on February 6, 2026, at a price of $100.74 per share, to cover federal and state tax withholding obligations resulting from the RSU vesting.
• Beneficial ownership of common stock following these reported transactions is 73,712 shares.
• The company effected a 5-for-1 stock split of its common stock on December 17, 2025, and all reported share numbers have been adjusted to reflect this split.
• An additional 90 shares were acquired under the Issuer's Employee Stock Purchase Plan on January 30, 2026.

Sentiment

Score: 7

Explanation: StockSavvy.ai views this as a moderately positive signal, as it reflects the vesting of performance-based equity, indicating the achievement of company goals and continued executive alignment, despite the routine tax-related share dispositions.

Positives

• The vesting of performance-based Restricted Stock Units indicates the achievement of performance criteria for the 2024-2025 period, reflecting positively on company performance.
• Continued equity ownership by a key executive like the President and CFO aligns management's interests with long-term shareholder value.

Negatives

• Disposition of shares for tax withholding, while a standard practice, results in a reduction of the executive's direct shareholding.

Future Outlook

The filing indicates that the performance-based restricted stock units represent the first of two tranches, with remaining tranches subject to future Compensation Committee certification of performance, suggesting ongoing performance incentives for the executive.

Industry Context

StockSavvy.ai notes that executive equity compensation, particularly through Restricted Stock Units (RSUs) tied to performance, is a common practice in the technology sector to align management incentives with long-term shareholder value. The disposition of shares for tax withholding is a standard, non-discretionary event following RSU vesting.

Stakeholder Impact

• Shareholders: Continued alignment of executive interests with shareholder value through equity ownership.
• Employees: Standard executive compensation practices are being followed.

Next Steps

• Remaining tranches of performance-based restricted stock units are subject to future Compensation Committee certification of performance.

Key Dates

Recommendation

The filing details routine insider transactions related to executive compensation, specifically the vesting of Restricted Stock Units and subsequent share dispositions for tax purposes. These events are expected and do not provide new information that would warrant a change in investment recommendation. The executive's continued equity ownership maintains alignment with shareholder interests.

Keywords

ServiceNow, NOW, Form 4, Insider Transaction, RSU Vesting, Executive Compensation, Stock Split, Gina Mastantuono