McDermott William R 4

What Happened

• Bill McDermott, Chairman & CEO of ServiceNow, exercised/converted a total of 48,784 restricted stock units (RSUs) on Feb 6, 2026 and immediately relinquished 22,739 of those shares to satisfy tax withholding obligations, generating approximately $2.29 million in withholding (18,390 shares for $1,852,609 and 4,349 shares for $438,118 at $100.74 each). No cash exercise price was paid for the RSUs (derivative exercise entries reported at $0).

Key Details

• Transaction date: February 6, 2026; Form filed Feb 10, 2026 (filed within the required two-business-day window).
• Conversion: 40,014 + 8,770 = 48,784 RSUs converted to common shares (reported as derivative exercises, code M).
• Tax withholding: 18,390 + 4,349 = 22,739 shares surrendered (code F) at $100.74/share = $2,290,727 total.
• Net shares added to McDermott’s holdings from this event: 48,784 − 22,739 = 26,045 shares (total post-transaction holdings not shown in the provided data).
• Footnotes: Shares adjusted for a 5-for-1 stock split (Dec 17, 2025, F2); RSUs represent contingent rights to one share each (F3); some RSUs were performance-based and certified Feb 3, 2026 (F5); vesting schedule details and 100% vesting reference (F4, F6, F7). F1 confirms shares were surrendered to satisfy federal/state tax withholding per Rule 16b-3.

Context

• This was not an open-market sale; it was a routine cashless-tax withholding event tied to the vesting/conversion of RSUs. Such share surrenders to cover taxes are common and do not necessarily indicate the insider's market view.
• For clarity: “Exercise/conversion (M)” here refers to RSUs converting into shares (no cash exercise price), and “Payment of tax liability (F)” indicates shares were transferred to the company to cover withholding.