McDermott William R 4
4 · ServiceNow, Inc. · Filed Feb 18, 2026
Research Summary
AI-generated summary of this filing
ServiceNow CEO William McDermott Receives RSUs, Surrenders Shares for Taxes
What Happened
William R. McDermott, Chairman & CEO of ServiceNow (NOW), had 6,275 restricted stock units (RSUs) convert into 6,275 shares on Feb 13, 2026. Of those shares, 3,112 were surrendered to the company to cover federal/state tax withholding at an imputed price of $107.08 per share, generating a tax withholding value of $333,233. The conversion is recorded as the exercise/conversion of a derivative (RSU -> common stock) and the surrender is recorded under tax withholding.
Key Details
- Transaction date: February 13, 2026; Form 4 filed February 18, 2026 (filed 5 days after the transaction). This appears later than the typical 2-business-day Form 4 filing requirement.
- Shares acquired: 6,275 shares (conversion of RSUs) at $0.00 cost basis (code M).
- Shares surrendered for tax withholding: 3,112 shares disposed at $107.08 each, total value $333,233 (code F).
- Shares owned after transaction: not specified in the filing.
- Footnotes: F1 explains shares were relinquished to cover the Reporting Person’s withholding obligations; F2 confirms each RSU converts to one share; F3 notes the RSUs vest 1/12th quarterly with first vesting on May 15, 2025 and are service‑conditioned.
Context
This was a routine vesting of RSUs rather than an open‑market purchase or strategic sale. The surrender of shares to satisfy tax withholding is common in equity compensation and does not necessarily signal a deliberate sale of shares for investment purposes.
Insider Transaction Report
- Exercise/Conversion
Common Stock
2026-02-13+6,275→ 77,155 total - Tax Payment
Common Stock
[F1]2026-02-13$107.08/sh−3,112$333,233→ 74,043 total - Exercise/Conversion
Restricted Stock Units
[F2][F3]2026-02-13−6,275→ 50,190 total→ Common Stock (6,275 underlying)
- 24,405(indirect: By Trust)
Common Stock
Footnotes (3)
- [F1]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.
- [F2]Each restricted stock unit represents a contingent right to receive one share of Issuer's common stock.
- [F3]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.