NetApp (NTAP) EVP gets performance share awards as taxes paid in stock

Filing Impact

(Very High)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

NetApp EVP and Chief Administrative Officer Elizabeth M. O'Callahan reported routine equity compensation activity involving performance stock units. On May 14, 2026, she received a total of 22,098 common shares through grants and the settlement of performance stock units that convert into common stock on a one-for-one basis. On the same date, 11,146 shares were disposed of at $118.58 per share to cover tax obligations, a tax-withholding mechanism rather than an open-market sale.

Insider Trade Summary

4 transactions reported

Mixed 4 txns

Insider O'Callahan Elizabeth M

Role EVP, Chief Admin. Officer

Type	Security	Shares	Price	Value
Grant/Award	Common Shares	9,917	$0.00	--
Tax Withholding	Common Shares	5,002	$118.58	$593K
Grant/Award	Common Shares	12,181	$0.00	--
Tax Withholding	Common Shares	6,144	$118.58	$729K

Holdings After Transaction: Common Shares — 28,299 shares (Direct, null)

Footnotes (1)

Represents the settlement of performance stock units originally granted on July 13, 2023. Performance stock units convert into common stock on a one-for-one basis.

Key Figures

Shares granted/awarded: 22,098 shares Tax-withholding shares: 11,146 shares Tax reference price: $118.58 per share +2 more

5 metrics

Shares granted/awarded 22,098 shares Common shares acquired via grants and PSU settlement on May 14, 2026

Tax-withholding shares 11,146 shares Shares disposed of to satisfy tax obligations on May 14, 2026

Tax reference price $118.58 per share Price used for tax-withholding dispositions of 6,144 and 5,002 shares

Grant acquisition 1 12,181 shares Common shares reported as grant/award acquisition on May 14, 2026

Grant acquisition 2 9,917 shares Additional common shares reported as grant/award acquisition on May 14, 2026

Key Terms

performance stock units, tax-withholding disposition, grant/award acquisition, convert into common stock on a one-for-one basis

4 terms

performance stock units financial

"Represents the settlement of performance stock units originally granted on July 13, 2023."

Performance stock units are a type of company award that grants employees shares of stock only if certain performance goals are met. They motivate employees to work toward specific company achievements, aligning their interests with those of shareholders. For investors, they can influence a company's future stock supply and reflect management’s confidence in reaching key targets.

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.

grant/award acquisition financial

"transaction_action": "grant/award acquisition""

convert into common stock on a one-for-one basis financial

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

Form 4 Insider Transactions: What Each Field Means →

05/18/2026 - 05:00 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)
05/14/2026

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	05/14/2026		A⁽¹⁾		9,917	A	⁽²⁾	28,299	D
Common Shares	05/14/2026		F		5,002	D	$118.58	23,297	D
Common Shares	05/14/2026		A⁽¹⁾		12,181	A	⁽²⁾	35,478	D
Common Shares	05/14/2026		F		6,144	D	$118.58	29,334	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)

Explanation of Responses:

1. Represents the settlement of performance stock units originally granted on July 13, 2023.

2. Performance stock units convert into common stock on a one-for-one basis.

	/s/ Dena Acevedo, Attorney-in-Fact for Elizabeth M O'Callahan	05/18/2026
	** 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 transactions did NetApp (NTAP) report for Elizabeth M. O'Callahan?

NetApp reported that EVP Elizabeth M. O'Callahan received 22,098 common shares from grants and performance stock unit settlements. On the same day, 11,146 shares were withheld and disposed of to satisfy tax obligations tied to these equity awards.

Were Elizabeth O'Callahan’s NetApp (NTAP) transactions open-market buys or sells?

The filing shows no open-market buys or sells by Elizabeth O'Callahan. Instead, it reports equity grant acquisitions and tax-withholding dispositions, where shares are delivered back to the company to cover exercise price or tax liabilities.

How many NetApp (NTAP) shares were granted to Elizabeth O'Callahan?

Elizabeth O'Callahan acquired 22,098 NetApp common shares via equity awards. These consisted of 12,181 shares and 9,917 shares reported as grant or award acquisitions associated with performance stock units that convert into common stock on a one-for-one basis.

How many NetApp (NTAP) shares were used for tax withholding in this Form 4?

A total of 11,146 NetApp shares were disposed of for tax withholding. Two transactions, for 6,144 and 5,002 shares respectively, were reported as payment of tax liabilities by delivering securities at a reference price of $118.58 per share.

What are performance stock units in the NetApp (NTAP) Form 4 filing?

The filing explains that performance stock units are equity awards that convert into common stock on a one-for-one basis. In this case, they were originally granted on July 13, 2023 and later settled into NetApp common shares for Elizabeth O'Callahan.