McDermott William R 4

What Happened

• William R. McDermott, Chairman & CEO of ServiceNow (NOW), converted/exercised derivative awards and received a total of 226,538 shares on February 17, 2026. That total comprises exercises/conversions of 4,160 and 115,860 derivative shares and a grant/award of 106,518 restricted/performance units.
• To satisfy tax withholding obligations, McDermott relinquished 64,511 shares (2,236 + 62,275) at $105.91 per share, for a total withholding of $6,832,360. These share surrenders are routine tax-withholding transactions and not open-market sales.

Key Details

• Transaction date: February 17, 2026; Form 4 filed February 19, 2026 (appears timely).
• Acquired: 226,538 shares (4,160 + 115,860 via derivative exercise/conversion; 106,518 via grant/award). Price reported $0 for the conversions/award (reflecting RSU/PSU settlement).
• Disposed (tax withholding): 64,511 shares at $105.91 = $6,832,360 total.
• Shares owned after the transactions: not specified in the provided filing summary.
• Important footnotes:
  • F1: Shares were relinquished to cover federal/state tax withholding per Rule 16b-3.
  • F2–F6: Units are RSUs/PSUs with various vesting schedules and performance certification details (including performance-based vesting and committee certification for certain awards).
• Transaction codes: M = exercise/conversion of derivative; A = grant/award; F = payment of tax liability (share withholding).

Context

• The zero-dollar acquisition entries reflect conversion/settlement of restricted or performance-based units into common shares, not a cash purchase. The withheld/surrendered shares are a common net-settlement method to pay taxes and do not necessarily signal a change in insider sentiment.
• The filing documents performance- and time-based vesting schedules (including multi-quarter schedules and performance adjustments), so many of these shares reflect scheduled/conditioned vesting rather than discretionary open-market trades.