Equity awards and tax-share withholding for NOV (NYSE: NOV) counsel

Rhea-AI Filing Summary

NOV Inc. senior vice president and general counsel Craig L. Weinstock reported equity-related transactions in the company’s common stock. He acquired 29,765 shares through a time-based restricted stock unit award under the NOV Inc. Long-Term Incentive Plan that will vest in three equal annual installments starting on the first anniversary of the grant date. He also acquired 33,602 shares representing the total number of shares that vested from performance share awards originally granted on February 23, 2023. In connection with that vesting, 13,223 shares were disposed of at $19.99 per share to cover tax withholding obligations, leaving him with directly owned shares as reflected in the post-transaction balances reported for each line item.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Weinstock Craig L.

(Last) (First) (Middle)

10353 RICHMOND AVE.

(Street)

HOUSTON TX 77042

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
NOV Inc. [ NOV ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Sr. VP. & Gen. Counsel

3. Date of Earliest Transaction (Month/Day/Year)
02/18/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	02/18/2026		A		29,765(1)	A	$0	261,778	D
Common Stock	02/18/2026		A		33,602(2)	A	$0	295,380	D
Common Stock	02/18/2026		F		13,223(3)	D	$19.99	282,157	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. An equity award of time-based restricted stock units pursuant to the NOV Inc. Long-Term Incentive Plan, which will vest in three equal annual installments commencing on the first anniversary of the date of the grant.

2. Represents the total number of shares that vested from the performance share awards granted to Mr. Weinstock on February 23, 2023.

3. Represents the number of shares withheld from the vesting of the performance share awards granted to Mr. Weinstock on February 23, 2023 to satisfy tax withholding liability.

	By: Peter F. Vranderic For: Craig L. Weinstock	02/20/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What insider transactions did NOV (NOV) disclose for Craig L. Weinstock?

NOV disclosed that Craig L. Weinstock received two equity-related acquisitions of common stock and a related share disposition for tax withholding. These transactions involved restricted stock units, vested performance shares, and shares withheld to satisfy tax liabilities tied to those awards.

How many NOV (NOV) shares were granted to Craig Weinstock as new equity awards?

Craig Weinstock received an equity award covering 29,765 NOV common shares as time-based restricted stock units. These units were granted under the NOV Inc. Long-Term Incentive Plan and are scheduled to vest in three equal annual installments beginning on the first anniversary of the grant date.

What NOV (NOV) performance share awards vested for Craig Weinstock?

A total of 33,602 NOV common shares vested for Craig Weinstock from performance share awards originally granted on February 23, 2023. This vesting reflects the payout of prior performance-based awards into actual shares of NOV common stock credited to his direct holdings.

Why were 13,223 NOV (NOV) shares disposed of in Craig Weinstock’s Form 4?

The 13,223 NOV shares were withheld to satisfy tax withholding liabilities arising from the vesting of performance share awards granted on February 23, 2023. This tax-related disposition used shares at a price of $19.99 instead of requiring a separate cash payment for taxes.

How will Craig Weinstock’s new NOV (NOV) restricted stock units vest?

Craig Weinstock’s new restricted stock units will vest in three equal annual installments. Vesting begins on the first anniversary of the grant date, meaning one-third of the 29,765-share award will convert to common stock each year over a three-year period, subject to plan terms.