NOV (NOV) CEO granted major stock awards and withholds shares for taxes

Rhea-AI Filing Summary

NOV Inc. Chairman, President, and CEO Jose A. Bayardo reported equity awards and related tax withholding. He acquired 131,316 shares and 55,345 shares of common stock as stock awards, then disposed of 21,779 shares to cover tax withholding on vested performance share awards granted in February 2023.

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

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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^*

Bayardo Jose A

(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)
	Chairman, President, and CEO

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		131,316(1)	A	$0	730,942	D
Common Stock	02/18/2026		A		55,345(2)	A	$0	786,287	D
Common Stock	02/18/2026		F		21,779(3)	D	$19.99	764,508	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. Bayardo on February 23, 2023.

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

	By: Peter F. Vranderic For: Jose A. Bayardo	02/20/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What insider transactions did NOV (NOV) CEO Jose Bayardo report?

NOV CEO Jose Bayardo reported stock-based awards and related tax withholding. He received two common stock awards and then had shares withheld to satisfy taxes on vested performance share awards originally granted in February 2023, according to the Form 4 filing.

Were Jose Bayardo’s NOV Form 4 transactions open-market buys or sells?

The reported NOV transactions were not open-market buys or sells. They reflect stock awards granted to Jose Bayardo and a disposition coded as tax withholding, where shares were withheld to cover tax liabilities on vested performance share awards granted in February 2023.

How many NOV shares did CEO Jose Bayardo acquire in stock awards?

Jose Bayardo acquired two stock awards totaling 186,661 NOV common shares. One award covered 131,316 shares and the other 55,345 shares. These were equity awards under NOV’s long-term incentive arrangements rather than open-market purchases of the company’s stock.

Why did Jose Bayardo dispose of NOV shares in this Form 4 filing?

Jose Bayardo’s reported disposition of NOV shares was for tax withholding. The Form 4 notes shares were withheld from vested performance share awards granted on February 23, 2023 to satisfy tax liabilities, rather than representing an open-market sale transaction by the CEO.

What does the footnote say about NOV restricted stock units granted to the CEO?

A footnote explains that an equity award of time-based restricted stock units was granted under the NOV Inc. Long-Term Incentive Plan. These units will vest in three equal annual installments, starting on the first anniversary of the grant date, subject to the plan’s terms.

What performance share awards are referenced in NOV CEO Jose Bayardo’s Form 4?

The Form 4 references performance share awards granted to Jose Bayardo on February 23, 2023. It states the total number of shares that vested from those awards and clarifies that some shares were withheld from vesting to cover associated tax withholding obligations.