ServiceNow (NOW) CEO McDermott logs RSU vesting, tax share withholding and trust holdings
Rhea-AI Filing Summary
ServiceNow, Inc. Chairman & CEO William R. McDermott reported vesting and related transactions for restricted stock units on August 7, 2026. He exercised RSUs into 8,765 shares of common stock and had 4,712 shares of common stock withheld to satisfy tax withholding obligations from the vesting. Following these events, he held 8,775 restricted stock units directly and 24,405 common shares indirectly through a trust.
Positive
- None.
Negative
- None.
Insider Trade Summary
Net Buyer: 4,053 shares
Net Buy
4 txns
Insider
McDermott William R
Role
Chairman & CEO
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Exercise | Restricted Stock Units F2, F3 | 8,765 | $0.00 | $0.00 |
| Exercise | Common Stock | 8,765 | $0.00 | $0.00 |
| Tax Withholding | Common Stock F1 | 4,712 | $124.88 | $588K |
| holding | Common Stock | -- | -- | -- |
Holdings After Transaction:
Restricted Stock Units — 8,775 shares (Direct);
Common Stock — 175,268 shares (Direct);
Common Stock — 24,405 shares (Indirect, by Trust)
Footnotes (3)
- F1. Represents shares relinquished by the Reporting Person in exchange for the Issuer's payment of federal and state tax withholding obligations of the Reporting Person resulting from the vesting of RSUs, in accordance with Rule 16b-3.
- F2. Each restricted stock unit represents a contingent right to receive one share of Issuer's common stock.
- F3. 3.33% of the shares subject to the restricted stock units vested on each of May 7, 2024, and August 7, 2024, 3.34% of the shares subject to the restricted stock units vested on November 7, 2024, and the remaining 90% of the shares subject to the restricted stock units began vesting quarterly on February 7, 2025, and subject to the reporting person's continued service to the Issuer on each vesting date.
Key Figures
RSUs exercised into common stock: 8,765 shares
Shares withheld for taxes: 4,712 shares
Tax withholding price per share: $124.88 per share
+2 more
5 metrics
RSUs exercised into common stock
8,765 shares
Restricted Stock Units converting into common stock on August 7, 2026
Shares withheld for taxes
4,712 shares
Common stock relinquished to cover tax withholding from RSU vesting
Tax withholding price per share
$124.88 per share
Value used for shares withheld to satisfy tax obligations
RSUs held after transactions
8,775 units
Restricted Stock Units directly held following the reported transactions
Indirect trust-held common shares
24,405 shares
Common stock held indirectly by trust after the reported date
Key Terms
Restricted Stock Units, Rule 16b-3, contingent right, tax withholding obligations, +1 more
5 terms
Restricted Stock Units financial
"Each restricted stock unit represents a contingent right to receive one share"
Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.
Rule 16b-3 regulatory
"in exchange for the Issuer's payment of federal and state tax withholding obligations ... in accordance with Rule 16b-3"
Rule 16b-3 is a Securities and Exchange Commission regulation that exempts certain routine, pre-approved transactions by company insiders from automatic liability for short-term trading profits. It acts like a safe harbor: if an insider follows a formal plan or the board approves specific transactions in advance, profits from buying and selling company stock within six months are not automatically reclaimed. Investors care because the rule clarifies when insider trades are permissible and reduces uncertainty about potential clawbacks.
contingent right financial
"Each restricted stock unit represents a contingent right to receive one share"
tax withholding obligations financial
"payment of federal and state tax withholding obligations of the Reporting Person resulting from the vesting"
by Trust financial
"Common Stock ... total shares following transaction 24,405.0000 ... nature_of_ownership by Trust"
FAQ
What did ServiceNow (NOW) CEO William McDermott report in this Form 4?
William McDermott reported RSU vesting-related transactions on August 7, 2026, including 8,765 RSUs converting into common stock and 4,712 shares of common stock withheld to cover tax obligations, plus updated direct and indirect share holdings.
What RSU balance does ServiceNow (NOW) CEO McDermott report after these transactions?
After these transactions, William McDermott reports holding 8,775 restricted stock units directly. These RSUs continue to vest under a schedule that began quarterly vesting on February 7, 2025, contingent on his continued service to the company.
What indirect ServiceNow (NOW) holdings by trust are reported?
The Form 4 reports an indirect holding of 24,405 shares of ServiceNow common stock held "by Trust." These shares are reported as indirect ownership, reflecting that they are held through a trust rather than directly by William McDermott.
How do the ServiceNow (NOW) RSUs vest for William McDermott?
The RSU footnote explains that 3.33% vested on May 7, 2024 and August 7, 2024, 3.34% on November 7, 2024, and the remaining 90% began vesting quarterly on February 7, 2025, subject to his continued service on each vesting date.
AI-generated analysis. How Rhea-AI works. Not financial advice.
