McBride Kevin Thomas 4

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.