McDermott William R 4
4 · ServiceNow, Inc. · Filed May 11, 2026
Research Summary
AI-generated summary of this filing
ServiceNow (NOW) CEO William McDermott Exercises RSUs, Sells Shares for Taxes
What Happened
William R. McDermott, Chairman & CEO of ServiceNow, had 8,765 restricted stock units (RSUs) convert into common shares on May 7, 2026. The company withheld 4,712 shares to cover federal and state tax withholding at $93.59 per share (total withheld value $440,996), leaving McDermott with a net 4,053 shares. This was a vesting/conversion of RSUs (derivative conversion), not an open-market purchase — the withholding sale is a routine tax-related disposition.
Key Details
- Transaction date(s): May 7, 2026 (reported on Form 4 filed May 11, 2026 — filing appears timely).
- Actions reported: Conversion of 8,765 RSUs into 8,765 shares (code M); 4,712 shares withheld/used to pay tax obligations (code F) at $93.59/share = $440,996.
- Net shares received by insider: 4,053 shares (8,765 converted − 4,712 withheld).
- Shares owned after transaction: Not specified in the filing.
- Footnotes: F1 = shares relinquished to cover tax withholding; F2 = each RSU equals one share on vesting; F3 = describes the RSU vesting schedule and continued-service condition.
- No 10b5-1 plan or gift noted; disposition was for tax withholding (routine).
Context
This was a standard RSU vesting and company share-withholding to satisfy tax obligations (a common, neutral administrative event). Such withholding sales are routine and do not necessarily indicate insider buying or selling for investment reasons.
Insider Transaction Report
- Exercise/Conversion
Common Stock
2026-05-07+8,765→ 166,999 total - Tax Payment
Common Stock
[F1]2026-05-07$93.59/sh−4,712$440,996→ 162,287 total - Exercise/Conversion
Restricted Stock Units
[F2][F3]2026-05-07−8,765→ 17,540 total→ Common Stock (8,765 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]3.33% of the shares subject to the restricted stock units vested on each of May 7, 2024, and August 7, 2024, 3.34% of the shares subject to the restricted stock units vested on November 7, 2024, and the remaining 90% of the shares subject to the restricted stock units began vesting quarterly on February 7, 2025, and subject to the reporting person's continued service to the Issuer on each vesting date.