McDermott William R 4

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.