ServiceNow (NOW) CEO McDermott logs major RSU grant and tax share withholdings
Filing Impact
Filing Sentiment
Form Type
4
Rhea-AI Filing Summary
ServiceNow, Inc. Chairman & CEO William R. McDermott reported several equity compensation transactions in company stock and restricted stock units on February 17, 2026. He received a grant of 106,518 restricted stock units, each representing a contingent right to one share of common stock, which will vest in 12 equal quarterly installments beginning on May 15, 2026, subject to continued service.
Existing restricted stock units were exercised into common stock in multiple transactions, including 4,160 and 115,860 units converted to common shares. To cover federal and state tax withholding obligations from RSU vesting, McDermott had 2,236 and 62,275 common shares withheld by the issuer at a price of $105.9100 per share, characterized as tax-withholding dispositions rather than open-market sales. Following these transactions, he reported 129,552 directly held common shares and 24,405 shares held indirectly by a trust.
Positive
- None.
Negative
- None.
Insider Trade Summary
120,020 shares exercised/converted
Mixed
8 txns
Insider
McDermott William R
Role
Chairman & CEO
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Grant/Award | Restricted Stock Units | 106,518 | $0.00 | -- |
| Exercise | Restricted Stock Units | 4,160 | $0.00 | -- |
| Exercise | Restricted Stock Units | 115,860 | $0.00 | -- |
| Exercise | Common Stock | 4,160 | $0.00 | -- |
| Tax Withholding | Common Stock | 2,236 | $105.91 | $237K |
| Exercise | Common Stock | 115,860 | $0.00 | -- |
| Tax Withholding | Common Stock | 62,275 | $105.91 | $6.60M |
| holding | Common Stock | -- | -- | -- |
Holdings After Transaction:
Restricted Stock Units — 106,518 shares (Direct);
Common Stock — 78,203 shares (Direct);
Common Stock — 24,405 shares (Indirect, by Trust)
Footnotes (1)
- 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. Each restricted stock unit represents a contingent right to receive one share of Issuer's common stock. The restricted stock units will vest in 12 equal quarterly installments, with the first vesting occurring on May 15, 2026, and subject to the reporting person's continued service to the Issuer on each vesting date. The restricted stock units vest in 16 equal quarterly installments, with the first vesting having occurred on May 17, 2023, and subject to the reporting person's continued service to the Issuer on each vesting date. 30% of the shares subject to the restricted stock units vested on February 17, 2024, 15% of the shares subject to the restricted stock units vested on each of August 17, 2024 and February 17, 2025, 20% of the shares subject to the restricted stock units vested on August 17, 2025, and the final vest on February 17, 2026 of 20% of the shares subject to the restricted stock units was subject to adjustment based on the Issuer's 3-year relative total stockholder return performance against the S&P 500 index for the period from January 1, 2023 to December 31, 2025, subject to the reporting person's continued service to the Issuer on each vesting date. Acquired upon Compensation Committee certification on January 22, 2024, of achievement of performance criteria for the January 1, 2023 through December 31, 2023 performance period under performance-based restricted stock units granted February 15, 2023.
FAQ
What did ServiceNow (NOW) CEO William McDermott report in this Form 4?
William McDermott reported equity compensation activity, including new restricted stock unit grants, exercises of previously granted RSUs into common stock, and shares withheld to cover tax obligations. These transactions adjust his reported ownership but do not reflect open-market stock purchases or sales.
How many new restricted stock units did the ServiceNow CEO receive?
He received a grant of 106,518 restricted stock units. Each unit represents a contingent right to receive one share of ServiceNow common stock, subject to a vesting schedule and his continued service with the company on each specified vesting date.
What is the vesting schedule for William McDermott’s new ServiceNow RSUs?
The new restricted stock units vest in 12 equal quarterly installments, with the first vesting on May 15, 2026. Vesting is conditioned on McDermott’s continued service to ServiceNow on each vesting date specified in the award terms.
How were performance-based ServiceNow RSUs referenced in this Form 4?
A footnote explains that certain performance-based restricted stock units were acquired after the Compensation Committee certified achievement of performance criteria for the January 1, 2023 to December 31, 2023 period, under awards originally granted on February 15, 2023.