NOV Inc. (NOV) CFO covers RSU tax bill with withheld shares

Rhea-AI Filing Summary

NOV Inc. Senior VP and CFO Rodney C. Reed reported a tax-related share disposition. On February 23, 2026, 2,035 shares of common stock were withheld at $20.28 per share to cover tax obligations from vesting restricted stock units granted on February 23, 2023.

After this tax-withholding disposition, Reed directly held 170,792 shares of NOV common stock. In addition, his NOV Inc. 401(k) Plan account held share equivalents representing 1,545 shares of NOV common stock as of February 23, 2026.

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^*

Reed Rodney C.

(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)
	Senior VP and CFO

3. Date of Earliest Transaction (Month/Day/Year)
02/23/2026

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	02/23/2026		F		2,035(1)	D	$20.28	170,792	D
Common Stock								1,545(2)	I	by 401(k) Plan

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. Represents the number of shares withheld from the vesting of time-based restricted stock units (granted on February 23, 2023) to satisfy tax withholding liability.

2. Represents the number of shares equivalent of NOV common stock held by Mr. Reed under the NOV Inc. 401(k) Plan. The information in this report is based on Mr. Reed's account balance as of February 23, 2026.

	By: Peter F. Vranderic For: Rodney C. Reed	02/25/2026
	** 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.
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FAQ

What insider transaction did NOV (NOV) CFO Rodney C. Reed report?

Rodney C. Reed reported a tax-withholding disposition of NOV shares. On February 23, 2026, 2,035 common shares were withheld to satisfy taxes due on vesting restricted stock units originally granted on February 23, 2023, rather than sold in an open-market trade.

How many NOV (NOV) shares were used to cover Rodney C. Reed’s tax obligations?

A total of 2,035 NOV common shares were withheld to cover tax obligations. These shares related to the vesting of time-based restricted stock units, with the withholding effectively settling Reed’s tax liability instead of requiring a separate cash payment for those taxes.

What is Rodney C. Reed’s NOV (NOV) share ownership after the reported transaction?

After the tax-withholding disposition, Rodney C. Reed directly owned 170,792 NOV common shares. Separately, his NOV Inc. 401(k) Plan account held share equivalents representing 1,545 NOV common shares based on his account balance as of February 23, 2026.

Was the NOV (NOV) CFO’s Form 4 transaction an open-market sale of shares?

No, the transaction was not an open-market sale. The 2,035 NOV shares were withheld by the company to satisfy tax withholding obligations triggered by vesting restricted stock units, rather than being sold by Rodney C. Reed on the open market.

At what price were the NOV (NOV) shares withheld for Rodney C. Reed’s taxes?

The 2,035 NOV common shares were withheld at a price of $20.28 per share. This price was used to determine the value of shares needed to cover Rodney C. Reed’s tax liability from the vesting of his time-based restricted stock units.

How are Rodney C. Reed’s NOV (NOV) 401(k) holdings reported in the Form 4 filing?

The filing reports 1,545 share equivalents of NOV common stock held through the NOV Inc. 401(k) Plan. This indirect ownership figure is based on Rodney C. Reed’s 401(k) account balance as of February 23, 2026, and is disclosed separately from his direct holdings.