NOV (NYSE: NOV) CFO has RSU shares withheld to cover tax bill

Rhea-AI Filing Summary

NOV Inc. Senior VP and CFO Rodney C. Reed reported a tax-withholding disposition of 3,477 shares of NOV common stock on February 19, 2026. The shares were withheld upon vesting of time-based restricted stock units, granted on February 19, 2025, to satisfy tax withholding liability at $20.24 per share.

After this transaction, Reed held 172,827 shares of NOV common stock directly and an additional 1,545 share equivalents indirectly through the NOV Inc. 401(k) Plan, based on his plan account balance as of February 19, 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)
02/19/2026

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	02/19/2026		F		3,477(1)	D	$20.24	172,827	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 19, 2025) 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 19, 2026.

	By: Peter F. Vranderic For: Rodney C. Reed	02/23/2026
	** 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).
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FAQ

What insider transaction did NOV (NOV) disclose for Rodney C. Reed?

NOV reported that Senior VP and CFO Rodney C. Reed had 3,477 shares of common stock withheld on February 19, 2026. The filing describes this as a tax-withholding disposition tied to vesting of time-based restricted stock units granted on February 19, 2025.

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

The Form 4 characterizes the CFO’s activity as a tax-withholding disposition, not an open-market sale. Shares were withheld from vesting restricted stock units to cover tax liabilities, consistent with the “F” transaction code for payment of tax liability by delivering securities.

How many NOV (NOV) shares were involved and at what price?

The filing shows 3,477 shares of NOV common stock withheld at $20.24 per share. These shares came from the vesting of time-based restricted stock units, and were used to satisfy associated tax withholding obligations rather than being sold in an open market transaction.

How many NOV (NOV) shares does Rodney C. Reed hold after the transaction?

After the reported activity, Rodney C. Reed holds 172,827 NOV common shares directly. He also has 1,545 share equivalents of NOV common stock indirectly through the NOV Inc. 401(k) Plan, based on his account balance as of February 19, 2026.

What does the 401(k) position in NOV (NOV) represent for the CFO?

The filing notes 1,545 share equivalents of NOV common stock held under the NOV Inc. 401(k) Plan for Mr. Reed. This amount reflects his 401(k) account balance in NOV stock equivalents as of February 19, 2026, and is reported as indirect ownership.