RSU tax withholding trims NOV (NYSE: NOV) officer share stake

Rhea-AI Filing Summary

NOV Inc. officer Scott B. Livingston reported a tax-related share withholding. On February 6, 2026, 1,738 shares of NOV common stock were withheld at $18.91 per share to cover taxes due on the vesting of previously granted restricted stock units.

After this withholding, Livingston directly beneficially owned 94,646 shares of NOV common stock. The transaction was coded “F,” indicating share withholding for tax obligations rather than an open-market sale.

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^*

Livingston Scott B.

(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)
	See Remarks

3. Date of Earliest Transaction (Month/Day/Year)
02/06/2026

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	02/06/2026		F		1,738(1)	D	$18.91	94,646	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. Represents the number of shares withheld from the vesting of time-based restricted stock units (granted on February 6, 2024) to satisfy tax withholding liability.

	By: Peter F. Vranderic For: Scott B. Livingston	02/09/2026
	** 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) officer Scott B. Livingston report?

Scott B. Livingston reported a tax-related withholding of NOV common shares. On February 6, 2026, 1,738 shares of common stock were withheld in connection with vesting restricted stock units, rather than being sold in the open market, to satisfy his tax obligations.

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

A total of 1,738 NOV common shares were withheld at a price of $18.91 per share. This withholding was tied to the vesting of time-based restricted stock units granted on February 6, 2024, and was used solely to cover tax liabilities.

How many NOV (NOV) shares does Scott B. Livingston own after this transaction?

After the transaction, Scott B. Livingston beneficially owned 94,646 NOV common shares directly. This figure reflects his position following the 1,738-share withholding for taxes related to vesting restricted stock units, as reported in the Form 4 filing.

What does transaction code "F" mean in the NOV (NOV) Form 4 filing?

Transaction code “F” indicates shares were withheld to pay taxes on an equity award. In this case, NOV common shares were withheld upon vesting of restricted stock units, so the insider did not execute an open-market purchase or sale to generate cash.

What equity award triggered the NOV (NOV) share withholding for Scott B. Livingston?

The withholding relates to time-based restricted stock units granted on February 6, 2024. When these units vested on February 6, 2026, NOV withheld 1,738 common shares from the award to satisfy Scott B. Livingston’s associated tax withholding obligation.

Was the NOV (NOV) insider transaction an open-market sale of shares?

No, the transaction was not an open-market sale. It was a tax withholding event coded “F,” where 1,738 NOV common shares from vested restricted stock units were retained by the company to cover Scott B. Livingston’s tax liability, rather than being sold on the market.