NetApp (NTAP) EVP O’Callahan sees RSUs vest with share withholding for taxes

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

NetApp, Inc. executive Elizabeth M. O’Callahan, EVP and Chief Administrative Officer, reported routine equity compensation activity. On May 15, 2026, a total of 7,573 restricted stock units converted into an equal number of common shares as part of previously granted awards.

To satisfy tax obligations, 3,822 common shares were disposed of by share withholding at a reference price of $119.93 per share rather than sold in the open market. Following these transactions, O’Callahan directly held 33,085 NetApp common shares. Footnotes note RSU grants from 2022–2025 that vest over several years, converting one-for-one into common stock.

Insider Trade Summary

7,573 shares exercised/converted

Mixed 6 txns

Insider O'Callahan Elizabeth M

Role EVP, Chief Admin. Officer

Type	Security	Shares	Price	Value
Exercise	Restricted Stock Unit	1,048	$0.00	--
Exercise	Restricted Stock Unit	1,004	$0.00	--
Exercise	Restricted Stock Unit	700	$0.00	--
Exercise	Restricted Stock Unit	4,821	$0.00	--
Exercise	Common Shares	7,573	$0.00	--
Tax Withholding	Common Shares	3,822	$119.93	$458K

Holdings After Transaction: Restricted Stock Unit — 0 shares (Direct, null); Common Shares — 36,907 shares (Direct, null)

Footnotes (1)

Restricted stock units convert into common stock on a one-for-one basis. On July 1, 2022, the reporting person was granted 16,758 restricted stock units. Restricted stock unit awards shall vest as to twenty-five percent (25%) of the shares May 15, 2023 and 1/16th (6.25%) of the shares quarterly thereafter for the next three years, subject to continued service on each applicable vesting date. On July 13, 2023, the reporting person was granted 16,058 restricted stock units. Restricted stock unit awards shall vest as to twenty-five percent (25%) of the shares May 15, 2024 and 1/16th (6.25%) of the shares quarterly thereafter for the next three years, subject to continued service on each applicable vesting date. On July 1, 2024, the reporting person was granted 11,195 restricted stock units. Restricted stock unit awards shall vest as to twenty-five percent (25%) of the shares May 15, 2025 and 1/16th (6.25%) of the shares quarterly thereafter for the next three years, subject to continued service on each applicable vesting date. On July 1, 2025, the reporting person was granted 19,285 restricted stock units. Restricted stock unit awards shall vest as to twenty-five percent (25%) of the shares May 15, 2026 and 1/16th (6.25%) of the shares quarterly thereafter for the next three years, subject to continued service on each applicable vesting date.

Key Figures

RSUs converted: 7,573 shares Tax withholding shares: 3,822 shares Withholding reference price: $119.93 per share +4 more

7 metrics

RSUs converted 7,573 shares Restricted stock units converting into common shares on May 15, 2026

Tax withholding shares 3,822 shares Shares disposed of to satisfy tax obligations at equity vesting

Withholding reference price $119.93 per share Price used for tax-withholding disposition of common shares

Shares held after transactions 33,085 shares Direct NetApp common shares held by O’Callahan following Form 4 transactions

RSU block 1 4,821 units Restricted stock units exercised and converted into common shares

RSU block 2 700 units Restricted stock units exercised and converted into common shares

RSU block 3 1,004 units Restricted stock units exercised and converted into common shares

Key Terms

Restricted stock units, tax-withholding disposition, Exercise or conversion of derivative security, vest

4 terms

Restricted stock units financial

"Restricted stock units convert into common stock on a one-for-one basis."

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.

tax-withholding disposition financial

"transaction_action": "tax-withholding disposition""

A tax-withholding disposition is an event or transaction—such as selling or transferring securities, exercising options, or receiving compensation—that triggers a requirement to hold back part of the payment and remit it to tax authorities. It matters to investors because it reduces the cash they receive immediately and can change the timing and amount of taxable income, like a cashier taking a portion of your sale proceeds to pay taxes before you get the rest.

Exercise or conversion of derivative security financial

"transaction_code_description": "Exercise or conversion of derivative security""

vest financial

"Restricted stock unit awards shall vest as to twenty-five percent (25%) of the shares May 15, 2023"

A vest is the process by which an employee earns the right to receive certain benefits or ownership interests, such as stock or retirement funds, over time. It’s similar to earning a reward gradually, ensuring that the benefit becomes fully yours only after a set period or meeting specific conditions. This makes it important for investors because it determines when they can actually claim or use those benefits.

Form 4 Insider Transactions: What Each Field Means →

05/19/2026 - 04:59 PM

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

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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^*

O'Callahan Elizabeth M

(Last)

(First)

(Middle)

3060 OLSEN DRIVE

(Street)

SAN JOSE

CALIFORNIA

95128

(City)

(State)

(Zip)

UNITED STATES

(Country)

2. Issuer Name and Ticker or Trading Symbol
NetApp, Inc. [ NTAP ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	EVP, Chief Admin. Officer

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/15/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Shares	05/15/2026		M		7,573	A	⁽¹⁾	36,907	D
Common Shares	05/15/2026		F		3,822	D	$119.93	33,085	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Stock Unit	⁽¹⁾	05/15/2026		M			1,048	⁽²⁾	⁽²⁾	Common Shares	1,048	⁽¹⁾	0	D
Restricted Stock Unit	⁽¹⁾	05/15/2026		M			1,004	⁽³⁾	⁽³⁾	Common Shares	1,004	⁽¹⁾	4,015	D
Restricted Stock Unit	⁽¹⁾	05/15/2026		M			700	⁽⁴⁾	⁽⁴⁾	Common Shares	700	⁽¹⁾	5,598	D
Restricted Stock Unit	⁽¹⁾	05/15/2026		M			4,821	⁽⁵⁾	⁽⁵⁾	Common Shares	4,821	⁽¹⁾	14,464	D

Explanation of Responses:

1. Restricted stock units convert into common stock on a one-for-one basis.

2. On July 1, 2022, the reporting person was granted 16,758 restricted stock units. Restricted stock unit awards shall vest as to twenty-five percent (25%) of the shares May 15, 2023 and 1/16th (6.25%) of the shares quarterly thereafter for the next three years, subject to continued service on each applicable vesting date.

3. On July 13, 2023, the reporting person was granted 16,058 restricted stock units. Restricted stock unit awards shall vest as to twenty-five percent (25%) of the shares May 15, 2024 and 1/16th (6.25%) of the shares quarterly thereafter for the next three years, subject to continued service on each applicable vesting date.

4. On July 1, 2024, the reporting person was granted 11,195 restricted stock units. Restricted stock unit awards shall vest as to twenty-five percent (25%) of the shares May 15, 2025 and 1/16th (6.25%) of the shares quarterly thereafter for the next three years, subject to continued service on each applicable vesting date.

5. On July 1, 2025, the reporting person was granted 19,285 restricted stock units. Restricted stock unit awards shall vest as to twenty-five percent (25%) of the shares May 15, 2026 and 1/16th (6.25%) of the shares quarterly thereafter for the next three years, subject to continued service on each applicable vesting date.

	/s/ Dena Acevedo, Attorney-in-Fact for Elizabeth M O'Callahan	05/19/2026
	** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)

Source: View Original Filing on SEC EDGAR

FAQ

What insider activity did NetApp (NTAP) report for Elizabeth O’Callahan?

NetApp reported that EVP Elizabeth O’Callahan had restricted stock units convert into common shares and a portion of those shares withheld to cover tax obligations. These transactions reflect routine equity compensation vesting rather than open-market buying or selling of NTAP stock.

How many NetApp (NTAP) shares were involved in Elizabeth O’Callahan’s Form 4?

The Form 4 shows 7,573 restricted stock units converting into common shares and 3,822 common shares disposed of through tax withholding. After these transactions, Elizabeth O’Callahan directly held 33,085 NetApp common shares according to the reported post-transaction balance.

Did Elizabeth O’Callahan sell NetApp (NTAP) shares on the open market?

The filing indicates a tax-withholding disposition of 3,822 shares at $119.93 per share, not an open-market sale. Shares were delivered to cover tax liabilities arising from equity vesting, a common administrative mechanism in stock-based compensation programs.

What do the restricted stock unit grants mean for NetApp (NTAP) EVP Elizabeth O’Callahan?

Footnotes explain that Elizabeth O’Callahan received RSU grants in 2022, 2023, 2024, and 2025 that vest over several years. As they vest, units convert one-for-one into NetApp common stock, subject to continued service and potential share withholding to satisfy tax obligations.

How many NetApp (NTAP) restricted stock units vested in this Form 4?

The Form 4 lists derivative transactions for 4,821, 700, 1,004, and 1,048 restricted stock units, totaling 7,573 units. Each restricted stock unit converts into one NetApp common share upon vesting, according to the one-for-one conversion described in the footnotes.