NetApp EVP Syam Nair Receives 194,272 Restricted Stock Units

Rhea-AI Filing Summary

NetApp, Inc. (NTAP) reporting person Syam Nair, listed as EVP, Chief Product Officer, was granted 194,272 restricted stock units on 08/15/2025. The RSUs convert 1-for-1 into common shares and are subject to service-based vesting: 22% on the first anniversary, 29% on the second, 34% on the third and 15% on the fourth. Following the grant, the reporting person beneficially owns 194,272 common shares via these RSUs, held directly. The Form 4 was signed by an attorney-in-fact on 08/19/2025. No exercise prices, cash purchases, dispositions or other securities classes are reported.

Insights

Compensation Analyst

TL;DR: A standard executive RSU grant, sizable in absolute terms, with multi-year service-based vesting that aligns retention incentives.

The award of 194,272 restricted stock units is a clear equity-based compensation action intended to retain and incentivize the executive over four years given the staged vesting schedule. The 1-for-1 conversion into common shares and direct ownership after grant are typical features for senior executive grants. There are no cash exercises, option spreads, or dispositions disclosed, so the transaction's immediate liquidity or dilution effects are limited to future issuance upon vesting.

Corporate Governance Expert

TL;DR: Filing documents an officer-level equity award with transparent vesting terms; no governance red flags in the disclosure itself.

The Form 4 reflects a routine compensation grant to an executive with explicit vesting percentages by anniversary year. The clear vesting schedule and direct beneficial ownership provide appropriate transparency for stakeholders monitoring insider incentives. The filing shows timely reporting within a few days of grant and includes an attorney-in-fact signature, consistent with common practice for insider reporting.

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^*

Nair Syam

(Last) (First) (Middle)

3060 OLSEN DRIVE

(Street)

SAN JOSE 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 Product Officer

3. Date of Earliest Transaction (Month/Day/Year)
08/15/2025

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

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)	08/15/2025		A		194,272		(2)	(2)	Common Shares	194,272	(1)	194,272	D

Explanation of Responses:

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

2. On August 15, 2025, the reporting person was granted 194,272 restricted stock units. Restricted stock unit awards shall vest as to 22% on the first anniversary, 29% on the second anniversary, 34% on the third anniversary and 15% on the fourth anniversary, subject to continued service on each applicable vesting date.

	/s/ Bryan Tham, Attorney-in-Fact for Syam Nair	08/19/2025
	** 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.
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