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ServiceNow, Inc.·4

Feb 19, 8:06 PM ET

McBride Kevin Thomas 4

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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.