Netskope (NTSK) CFO converts B to A shares, sells for RSU taxes owed

Q: What insider transaction did Netskope (NTSK) disclose for its CFO?

Netskope reported that Chief Financial Officer Andrew H. Del Matto converted 49,875 shares of Class B Common Stock into Class A and then sold 49,875 Class A shares on January 6, 2026 .

Q: At what price did the Netskope CFO sell Class A shares reported on this Form 4?

The 49,875 Class A shares were sold at a weighted average price of $17.1582 per share, with individual sale prices ranging from $16.75 to $17.45 .

Q: Why did Netskope CFO Andrew Del Matto sell shares according to the Form 4?

The filing states the reported shares were sold to satisfy the reporting person's tax obligations related to the settlement of restricted stock units (RSUs) .

Q: How many Netskope Class B shares associated with the CFO remain after the conversion?

After the conversion transaction, the Form 4 shows 228,404 derivative securities tied to Class B Common Stock beneficially owned, each convertible into one share of Class A Common Stock.

Filing Impact

(Very High)

Filing Sentiment

(Negative)

Form Type

Rhea-AI Filing Summary

Netskope Inc. Chief Financial Officer Andrew H. Del Matto reported a conversion and sale of company stock. On January 6, 2026, he converted 49,875 shares of Class B Common Stock into 49,875 shares of Class A Common Stock, consistent with the 1:1 convertibility between the two classes. He then sold 49,875 Class A shares at a weighted average price of $17.1582 per share.

According to the disclosure, the sale was made to satisfy his tax obligations arising from the settlement of restricted stock units (RSUs). After these transactions, Del Matto directly owned 41,493 shares of Class A Common Stock and held 228,404 shares of Class B Common Stock, which are convertible into Class A on a 1:1 basis.

Insider Trade Summary

Net Seller: 49,875 shares ($855,765)

Net Sell 3 txns

Insider DEL MATTO ANDREW H

Role Chief Financial Officer

Sold 49,875 shs ($856K)

Type	Security	Shares	Price	Value
Conversion	Class B Common Stock	49,875	$0.00	--
Conversion	Class A Common Stock	49,875	$0.00	--
Sale	Class A Common Stock	49,875	$17.1582	$856K

Holdings After Transaction: Class B Common Stock — 228,404 shares (Direct); Class A Common Stock — 91,368 shares (Direct)

Footnotes (1)

Each share of Class B Common Stock is convertible into one share of Class A Common Stock at the option of the holder. The reported shares were sold to satisfy the reporting person's tax obligations in connection with the settlement of restricted stock units, or RSUs. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $16.75 to $17.45, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price The shares of Class B Common Stock automatically convert to shares of Class A Common Stock on a 1:1 basis on or prior to September 19, 2035 as set forth in the Issuer's amended and restated certificate of incorporation.

Form 4 Insider Transactions: What Each Field Means →

01/07/2026 - 07:32 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^*

DEL MATTO ANDREW H

(Last)

(First)

(Middle)

C/O NETSKOPE, INC.

2445 AUGUSTINE DRIVE, SUITE 301

(Street)

SANTA CLARA

95054

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Netskope Inc [ NTSK ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chief Financial Officer

3. Date of Earliest Transaction (Month/Day/Year)
01/06/2026

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)
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)
Class A Common Stock	01/06/2026		C		49,875	A	⁽¹⁾	91,368	D
Class A Common Stock	01/06/2026		S⁽²⁾		49,875	D	$17.1582⁽³⁾	41,493	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)
Class B Common Stock	⁽¹⁾	01/06/2026		C			49,875	⁽¹⁾	⁽⁴⁾	Class A Common Stock	49,875	$0	228,404	D

Explanation of Responses:

1. Each share of Class B Common Stock is convertible into one share of Class A Common Stock at the option of the holder.

2. The reported shares were sold to satisfy the reporting person's tax obligations in connection with the settlement of restricted stock units, or RSUs.

3. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $16.75 to $17.45, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price

4. The shares of Class B Common Stock automatically convert to shares of Class A Common Stock on a 1:1 basis on or prior to September 19, 2035 as set forth in the Issuer's amended and restated certificate of incorporation.

	/s/ James Bushnell, by power of attorney	01/07/2026
	** 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.

Source: View Original Filing on SEC EDGAR

FAQ

What insider transaction did Netskope (NTSK) disclose for its CFO?

Netskope reported that Chief Financial Officer Andrew H. Del Matto converted 49,875 shares of Class B Common Stock into Class A and then sold 49,875 Class A shares on January 6, 2026.

At what price did the Netskope CFO sell Class A shares reported on this Form 4?

The 49,875 Class A shares were sold at a weighted average price of $17.1582 per share, with individual sale prices ranging from $16.75 to $17.45.

Why did Netskope CFO Andrew Del Matto sell shares according to the Form 4?

The filing states the reported shares were sold to satisfy the reporting person's tax obligations related to the settlement of restricted stock units (RSUs).

How many Netskope Class A shares does the CFO hold after the reported sale?

Following the reported sale, Andrew H. Del Matto directly owned 41,493 shares of Class A Common Stock.

What is the relationship between Netskope Class B and Class A Common Stock in this filing?

Each share of Class B Common Stock is convertible into one share of Class A Common Stock at the option of the holder, and the filing notes automatic conversion on a 1:1 basis on or prior to September 19, 2035.

How many Netskope Class B shares associated with the CFO remain after the conversion?

After the conversion transaction, the Form 4 shows 228,404 derivative securities tied to Class B Common Stock beneficially owned, each convertible into one share of Class A Common Stock.