McBride Kevin Thomas 4

4 · ServiceNow, Inc. · Filed Feb 18, 2026

AI-generated summary of this filing

Updated Feb 19, 2026

ServiceNow (NOW) Kevin McBride Exercises RSUs, Sells Shares for Taxes

What Happened

Kevin Thomas McBride, formerly ServiceNow’s Principal Accounting Officer, had restricted stock units convert/vest on Feb 13, 2026, resulting in the acquisition of 2,513 shares (315 + 2,198). He simultaneously surrendered 817 shares (103 + 714) to cover federal and state tax withholding, receiving cash value of $11,029 and $76,455 respectively (total ≈ $87,484). The per-share price used for the withholding was $107.08.
These transactions are reported as M (exercise/conversion of derivative/RSU) for the vesting/conversion and F (shares relinquished for tax withholding). This is not an open-market sale for investment purposes but a routine tax-withholding disposition tied to vesting.

Key Details

Transaction date: February 13, 2026; Form filed February 18, 2026 (file appears to be after the typical 2-business-day Form 4 window).
Price for withheld/disposed shares: $107.08 per share.
Shares acquired via conversion/vesting: 2,513 shares (315 + 2,198).
Shares relinquished for tax withholding: 817 shares (103 + 714), total value ≈ $87,484.
Shares owned after transaction: Not disclosed in this filing.
Notable footnotes:
- F1: Shares were relinquished in exchange for the company paying the reporting person’s tax withholding obligations (Rule 16b-3).
- F2–F3: RSUs represent contingent rights to one share each; some vest quarterly (1/12th) subject to continued service (first vesting May 15, 2025).
- F4: Some shares were performance-based RSUs granted Feb 18, 2025 and determined to be earned Feb 9, 2026; those vest on a staged schedule from Feb 15, 2026 through Feb 15, 2028.
Filing timeliness: The Form 4 was filed 5 days after the transactions (filed Feb 18 for Feb 13 transactions); this appears to be later than the usual 2-business-day requirement.

Context

These entries reflect RSU conversions/vests and routine tax-withholding (cashless surrender of shares) rather than a discretionary open-market sale. Tax-withholding dispositions are common when awards vest and do not necessarily signal insider sentiment.
McBride ceased to be a Section 16 officer on Feb 17, 2026 but continues to be an employee; transactions reported here occurred while he was still a Section 16 officer.

Form 4Exit

Period: 2026-02-13

Former Principal Acctg Officer

Transactions

Exercise/Conversion
Common Stock
2026-02-13+315→ 26,629 total
Tax Payment
Common Stock
[F1]
2026-02-13$107.08/sh−103$11,029→ 26,526 total
Exercise/Conversion
Common Stock
2026-02-13+2,198→ 28,724 total
Tax Payment
Common Stock
[F1]
2026-02-13$107.08/sh−714$76,455→ 28,010 total
Exercise/Conversion
Restricted Stock Units
[F2][F3]
2026-02-13−315→ 2,510 total
→ Common Stock (315 underlying)
Exercise/Conversion
Restricted Stock Units
[F2][F4]
2026-02-13−2,198→ 4,407 total
→ Common Stock (2,198 underlying)

Footnotes (4)

[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.
[F4]Acquired upon achievement of certain performance criteria pursuant to the performance-based RSUs granted February 18, 2025, as determined by the Compensation Committee on February 9, 2026. Shares subject to the RSUs will vest as follows: 33.33% on February 15, 2026, 16.66% on August 15, 2026, 16.67% on February 15, 2027, 16.67% on August 15, 2027, and 16.67% on February 15, 2028, provided the reporting person is employed by or is providing services to the Issuer on each applicable vesting date.

Signature

/s/ Kevin Thomas McBride by Russell S. Elmer, Attorney-in-Fact|2026-02-18

1 file