NOW Form 4: McBride vests RSUs and relinquishes shares to cover taxes
Rhea-AI Filing Summary
ServiceNow Principal Accounting Officer Kevin Thomas McBride reported multiple equity transactions on 08/07/2025. Portions of performance-based and service-based restricted stock units vested, producing share acquisitions and automatic relinquishments to satisfy federal and state tax withholding obligations. The filing shows share-for-tax-withholding transactions executed at $874.12 per share and notes that 8 shares were acquired under the company ESPP on 07/31/2025. Following the reported transactions the Form 4 lists direct beneficial ownership of common stock reaching 5,093 shares.
The filing also details vesting schedules: certain performance RSUs granted 02/15/2024 vested 30% on 02/07/2025 and 15% on 08/07/2025 with remaining tranches through 02/07/2027, while other RSUs vest quarterly (1/16th) beginning 05/07/2024. The relinquishments are described as made in accordance with Rule 16b-3.
Positive
- None.
Negative
- None.
Insights
TL;DR: Routine RSU vesting and sell-to-cover tax-withholding; transaction sizes are modest and not a material corporate event.
The Form 4 documents multiple RSU vesting events on 08/07/2025 that resulted in the acquisition of shares and contemporaneous relinquishments to satisfy tax obligations at $874.12 per share. Reported acquired amounts include tranches of 309, 199, and 335 shares; reported relinquishments include 147, 95, and 159 shares. The filing lists direct beneficial ownership up to 5,093 shares after these transactions. From a financial perspective these are compensation-related movements rather than open-market directional trades, so investor impact is neutral.
TL;DR: Disclosures and mechanics align with standard equity compensation practices and Rule 16b-3; governance implications are minimal.
The filing explicitly states that certain shares were relinquished to cover tax withholding in accordance with Rule 16b-3, and it discloses vesting schedules for both performance-based and time-based restricted stock units. The performance RSUs (granted 02/15/2024) had specified percentages vesting on set dates through 02/07/2027, and other RSUs vest quarterly (1/16th). The transactions appear to follow required disclosure protocols and internal compensation plan terms, indicating routine governance compliance rather than a material governance event.
Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Exercise | Restricted Stock Units | 309 | $0.00 | -- |
| Exercise | Restricted Stock Units | 199 | $0.00 | -- |
| Exercise | Restricted Stock Units | 335 | $0.00 | -- |
| Exercise | Common Stock | 309 | $0.00 | -- |
| Tax Withholding | Common Stock | 147 | $874.12 | $128K |
| Exercise | Common Stock | 199 | $0.00 | -- |
| Tax Withholding | Common Stock | 95 | $874.12 | $83K |
| Exercise | Common Stock | 335 | $0.00 | -- |
| Tax Withholding | Common Stock | 159 | $874.12 | $139K |
Footnotes (1)
- Includes 8 shares acquired under the Issuer's Employee Stock Purchase Plan on July 31, 2025. 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. Acquired upon achievement of certain performance criteria pursuant to the performance-based RSUs granted February 15, 2024, as determined by the Compensation Committee on February 7, 2025. 30% of the shares subject to the RSUs vested on February 7, 2025, and 15% of the shares subject to the RSUs vested on August 7, 2025. The remaining shares subject to the RSUs will vest as follows: 15% on February 7, 2026, 20% on August 7, 2026, and 20% on February 7, 2027, provided the reporting person is employed by or is providing services to the Issuer on each applicable vesting date. The restricted stock units vest as to 1/16th of the total shares quarterly, with the first vesting having occurred on May 7, 2024, and subject to the Reporting Person's continued service to the Issuer on each vesting date. Each restricted stock unit represents a contingent right to receive one share of Issuer's common stock 29.17% of the shares subject to the restricted stock units vested on February 7, 2023, and the remaining restricted stock units vest in equal quarterly installments over three (3) years (with the final vest prorated), and subject to the continued service of the Reporting Person on each vesting date.
