Tax withholding trims NOV (NOV) CEO stake as RSUs vest

Rhea-AI Filing Summary

NOV Inc. Chairman, President, and CEO Jose A. Bayardo reported a tax-related share disposition tied to restricted stock units. On February 23, 4,220 shares of common stock at $20.28 per share were withheld from the vesting of time-based RSUs granted on February 23, 2023 to cover tax withholding. After this non-open-market, tax-withholding disposition, Bayardo directly owned 750,673 NOV common shares.

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^*

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)
02/23/2026

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		4,220(1)	D	$20.28	750,673	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 23, 2023) to satisfy tax withholding liability.

	By: Peter F. Vranderic For: Jose A. Bayardo	02/25/2026
	** Signature of Reporting Person	Date
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FAQ

What insider transaction did NOV (NOV) CEO Jose A. Bayardo report?

Jose A. Bayardo reported a tax-related share disposition, not an open-market trade. 4,220 NOV common shares were withheld from the vesting of time-based restricted stock units to satisfy tax withholding obligations, reflecting routine equity compensation processing rather than a discretionary buy or sell decision.

How many NOV shares were involved in the CEO’s tax-withholding transaction?

The transaction involved 4,220 NOV common shares. These shares were withheld from the vesting of time-based restricted stock units to cover tax liabilities. The shares were valued at $20.28 per share, according to the reported transaction price in the insider filing data provided.

Was NOV CEO Jose A. Bayardo’s Form 4 transaction an open-market sale?

No, the transaction was a tax-withholding disposition, not an open-market sale. Shares were withheld upon RSU vesting to satisfy tax obligations, consistent with transaction code “F” and the description of payment of tax liability by delivering securities instead of cash.

What type of NOV equity award led to the CEO’s tax-withholding shares?

The shares came from time-based restricted stock units that vested. These RSUs were originally granted on February 23, 2023, and upon vesting, a portion of the resulting shares—4,220 in total—was withheld to satisfy the associated tax withholding requirement.

How many NOV shares does the CEO own after this Form 4 transaction?

After the tax-withholding disposition, Jose A. Bayardo directly owned 750,673 NOV common shares. This figure reflects his holdings immediately following the RSU-related share withholding event and represents his reported direct ownership position after the transaction was completed.

What does transaction code "F" mean in NOV CEO’s Form 4?

Transaction code “F” indicates payment of exercise price or tax liability by delivering securities. In this case, 4,220 NOV shares were withheld from RSU vesting to cover tax withholding, classifying the event as a tax-withholding disposition rather than a typical market transaction.