NetApp (NTAP) EVP adds shares from RSU vesting as some withheld for taxes

Rhea-AI Filing Summary

NetApp EVP and Chief Administrative Officer Elizabeth M. O’Callahan reported routine equity compensation activity involving restricted stock units (RSUs) and common shares. On February 15, 2026, several RSU tranches vested and were converted into common stock on a one-for-one basis, consistent with prior grant terms.

She acquired common shares through exercises or conversions linked to RSUs, including 2,750 common shares at a stated price of $0.00 per share, reflecting non-cash equity awards. To satisfy tax obligations, 1,443 common shares were disposed of at an average price of $98.22 per share via tax-withholding. Following these transactions, she directly held 21,382 NetApp common shares.

Footnotes describe earlier RSU grants made in 2022, 2023, and 2024, each vesting over multiple years with initial 25% vesting on specific May 15 dates and the remaining 6.25% vesting quarterly thereafter, subject to continued service. These transactions align with those multi-year vesting schedules.

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

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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 CA 95128

(City) (State) (Zip)

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

3. Date of Earliest Transaction (Month/Day/Year)
02/15/2026

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

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

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

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)
			Code	V	Amount	(A) or (D)	Price
Common Shares	02/15/2026		M		2,750	A	(1)	22,825	D
Common Shares	02/15/2026		F		1,443	D	$98.22	21,382	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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted Stock Unit	(1)	02/15/2026		M			1,047	(2)	(2)	Common Shares	1,047	(1)	1,048	D
Restricted Stock Unit	(1)	02/15/2026		M			1,003	(3)	(3)	Common Shares	1,003	(1)	5,019	D
Restricted Stock Unit	(1)	02/15/2026		M			700	(4)	(4)	Common Shares	700	(1)	6,298	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.

	/s/ Dena Acevedo, Attorney-in-Fact for Elizabeth M O'Callahan	02/18/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

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

NetApp reported that EVP and Chief Administrative Officer Elizabeth O’Callahan had RSUs vest and convert into common shares, and some shares were disposed of for tax withholding, reflecting routine equity compensation activity tied to previously granted restricted stock units.

How many NetApp shares does Elizabeth O’Callahan hold after these Form 4 transactions?

After the reported activity, Elizabeth O’Callahan directly holds 21,382 NetApp common shares. This balance reflects both the shares acquired through RSU-related exercises or conversions and the shares withheld to cover tax obligations on February 15, 2026.

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

The transactions were not open-market buys or sales. Shares were acquired through RSU exercises or conversions and disposed of via a tax-withholding transaction, where shares are surrendered to cover tax liabilities rather than sold in the open market.

What tax-withholding transaction did NetApp’s EVP report on the Form 4 filing?

Elizabeth O’Callahan reported a tax-withholding disposition of 1,443 NetApp common shares at an average price of $98.22 per share. This code F transaction reflects shares delivered to satisfy tax obligations arising from RSU vesting events.

How do Elizabeth O’Callahan’s NetApp RSUs convert into common stock?

Her restricted stock units convert into NetApp common stock on a one-for-one basis. Footnotes explain that each RSU grant vests 25% on a specified May 15 date and 6.25% quarterly thereafter over three years, subject to continued service.

What RSU grant schedules are linked to the reported NetApp Form 4 activity?

Footnotes reference RSU grants from July 1, 2022, July 13, 2023, and July 1, 2024. Each award vests 25% on the first May 15 following grant and 6.25% of the shares quarterly for three more years, contingent on continued service.