McBride Kevin Thomas 4
4 · ServiceNow, Inc. · Filed Feb 19, 2026
Research Summary
AI-generated summary of this filing
ServiceNow (NOW) Kevin McBride Receives RSUs; Surrenders Shares for Taxes
What Happened
Kevin Thomas McBride, ServiceNow’s former Principal Accounting Officer, had multiple equity events on Feb 17, 2026 related to restricted stock units (RSUs) and the conversion of derivative awards. He was credited with a grant/award of 15,150 RSU units (derivative) and conversions that resulted in 6,804 underlying shares (235 + 6,569) being recorded as acquired at $0.00 per share (conversion/vesting). To satisfy federal and state tax withholding on vesting, McBride relinquished 2,673 shares (112 + 2,561) at $105.91 per share, resulting in cashless withholding of approximately $283,098.
Key Details
- Transaction date: February 17, 2026; Form 4 filed February 19, 2026 (timely filing).
- Major items:
- Award (A): 15,150 RSUs granted (derivative; $0.00 per share).
- Exercise/Conversion (M): 235 and 6,569 derivative units converted to common shares (acquired at $0.00).
- Tax withholding (F): 112 shares surrendered @ $105.91 = $11,862; 2,561 shares surrendered @ $105.91 = $271,236; total ≈ $283,098.
- Shares owned after transaction: not specified in the provided filing excerpt.
- Notable footnotes:
- F1: Shares were relinquished to cover federal/state tax withholding in accordance with Rule 16b-3.
- F2–F6: Describe RSU mechanics — each RSU = one share, vesting schedules (quarterly vesting schedules, a mix of time-based and performance-based RSUs), and prior Compensation Committee certification for certain performance-based RSUs.
Context
- These transactions are vesting/conversion and tax-withholding events (codes: M = conversion/exercise of derivative; A = award/grant; F = payment of tax liability via share surrender). They are routine administrative actions tied to RSU/PSU vesting rather than open-market purchases or discretionary sales.
- The share surrender to cover taxes is effectively a cashless withholding; it reduces the net new shares received from vesting.
- No open-market sale or purchase (P/S) was reported — this filing documents compensation-related vesting and withholding.
Insider Transaction Report
Form 4Exit
McBride Kevin Thomas
Former Principal Acctg Officer
Transactions
- Exercise/Conversion
Common Stock
2026-02-17+235→ 28,245 total - Tax Payment
Common Stock
[F1]2026-02-17$105.91/sh−112$11,862→ 28,133 total - Exercise/Conversion
Common Stock
2026-02-17+6,569→ 34,702 total - Tax Payment
Common Stock
[F1]2026-02-17$105.91/sh−2,561$271,236→ 32,141 total - Award
Restricted Stock Units
[F2][F3]2026-02-17+15,150→ 15,150 total→ Common Stock (15,150 underlying) - Exercise/Conversion
Restricted Stock Units
[F2][F4]2026-02-17−235→ 945 total→ Common Stock (235 underlying) - Exercise/Conversion
Restricted Stock Units
[F2][F5][F6]2026-02-17−6,569→ 0 total→ Common Stock (6,569 underlying)
Footnotes (6)
- [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 will vest in 12 equal quarterly installments, with the first vesting occurring on May 15, 2026, and subject to the reporting person's continued service to the Issuer on each vesting date.
- [F4]The restricted stock units vest in 16 equal quarterly installments, with the first vesting having occurred on May 17, 2023, and subject to the reporting person's continued service to the Issuer on each vesting date.
- [F5]30% of the shares subject to the restricted stock units vested on February 17, 2024, 15% of the shares subject to the restricted stock units vested on each of August 17, 2024 and February 17, 2025, 20% of the shares subject to the restricted stock units vested on August 17, 2025, and the final vest on February 17, 2026 of 20% of the shares subject to the restricted stock units was subject to adjustment based on the Issuer's 3-year relative total stockholder return performance against the S&P 500 index for the period from January 1, 2023 to December 31, 2025, subject to the reporting person's continued service to the Issuer on each vesting date.
- [F6]Acquired upon Compensation Committee certification on January 22, 2024, of achievement of performance criteria for the January 1, 2023 through December 31, 2023 performance period under performance-based restricted stock units granted February 15, 2023.
Signature
/s/ Kevin Thomas McBride by Russell S. Elmer, Attorney-in-Fact|2026-02-19