McBride Kevin Thomas 4
4 · ServiceNow, Inc. · Filed Feb 10, 2026
Research Summary
AI-generated summary of this filing
ServiceNow (NOW) Kevin McBride Exercises RSUs, Sells Shares
What Happened
Kevin McBride, Principal Accounting Officer at ServiceNow (NOW), had restricted stock units convert to common shares on February 6, 2026. A total of 3,105 shares were issued on conversion (1,550 + 995 + 560). To cover withholding taxes, 1,089 of those shares were surrendered (disposed) at a reported per-share withholding value of $100.74, totaling about $109,706. The conversions show $0 exercise price, consistent with RSU settlement rather than an option purchase.
Key Details
- Transaction date: February 6, 2026. Form filed February 10, 2026 (appears timely).
- Conversions (code M): 1,550; 995; 560 shares acquired at $0.00 (RSU settlement).
- Withholding sales (code F): 583, 324, 182 shares surrendered at $100.74 each, totaling ~$58,731, $32,640 and $18,335 (combined ≈ $109,706).
- Net new shares retained by McBride from this event: 3,105 − 1,089 = 2,016 shares.
- Notable footnotes: tax-withholding surrender in accordance with Rule 16b-3 (F2); shares reflect prior 5-for-1 stock split adjustment (F3/F6); some shares arose from performance-based and time-based RSU vesting schedules (F4–F8). Footnote F1 also notes 138 shares from the ESPP on Jan 30, 2026 were included in reported totals.
- The filing does not disclose McBride’s total post-transaction holdings in the provided excerpt.
Context
This was a compensation-related RSU settlement and a routine net-share withholding to satisfy tax obligations (code M = conversion/exercise of derivative; code F = tax withholding). Because shares were surrendered to cover taxes rather than sold on-market for cash profit-taking, this transaction is standard administrative activity tied to vesting and not an open-market buy or directional sell signal.
Insider Transaction Report
- Exercise/Conversion
Common Stock
[F1]2026-02-06+1,550→ 27,248 total - Tax Payment
Common Stock
[F2]2026-02-06$100.74/sh−583$58,731→ 26,665 total - Exercise/Conversion
Common Stock
2026-02-06+995→ 27,660 total - Tax Payment
Common Stock
[F2]2026-02-06$100.74/sh−324$32,640→ 27,336 total - Exercise/Conversion
Common Stock
2026-02-06+560→ 27,896 total - Tax Payment
Common Stock
[F2][F3]2026-02-06$100.74/sh−182$18,335→ 27,714 total - Exercise/Conversion
Restricted Stock Units
[F4][F5][F6]2026-02-06−1,550→ 4,125 total→ Common Stock (1,550 underlying) - Exercise/Conversion
Restricted Stock Units
[F4][F7][F6]2026-02-06−995→ 7,945 total→ Common Stock (995 underlying) - Exercise/Conversion
Restricted Stock Units
[F4][F8][F6]2026-02-06−560→ 0 total→ Common Stock (560 underlying)
Footnotes (8)
- [F1]Includes 138 shares acquired under the Issuer's Employee Stock Purchase Plan on January 30, 2026.
- [F2]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.
- [F3]On December 17, 2025, the Issuer effected a 5-for-1 stock split of its common stock (the "Stock Split"), which resulted in the reporting person receiving four additional shares for each share of common stock of the Issuer held as of such date.
- [F4]Each restricted stock unit represents a contingent right to receive one share of Issuer's common stock.
- [F5]Acquired upon achievement of certain performance criteria pursuant to the performance-based RSUs granted February 15, 2024, as determined by the Compensation Committee on February 7, 2025. Shares subject to the RSUs vested as follows: 30% on February 7, 2025, 15% on August 7, 2025, 15% on February 6, 2026, 20% of the shares subject to RSUs will vest on August 7, 2026, and 20% on February 7, 2027, provided the reporting person is employed by or is providing services to the Issuer on each applicable vesting date.
- [F6]The number of securities reported on this Form 4 have been adjusted to reflect the Stock Split.
- [F7]The restricted stock units vest as to 1/16th of the total shares quarterly, with the first vesting having occurred on May 7, 2024, and subject to the Reporting Person's continued service to the Issuer on each vesting date.
- [F8]The restricted stock units vested as to 29.17% of the total shares on February 7, 2023, and thereafter in equal quarterly installments over the next three (3) years (with the final vest prorated), and subject to the continued service of the Reporting Person on each vesting date.