STOCK TITAN

Netskope (NTSK) CFO exercises 331,250 RSU-linked shares and withholds stock for tax

Filing Impact
(Very High)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Netskope Inc Chief Financial Officer Andrew H. Del Matto reported compensation-related equity activity involving restricted stock units and company stock. On April 1, 2026, he exercised or converted derivative securities covering 331,250 shares, including RSUs and Class B Common Stock, at a stated conversion price of $0.00 per share.

A portion of the resulting Class B Common Stock, 83,128 shares valued at $8.49 per share, was withheld to cover tax liabilities linked to RSU vesting. After these transactions, he directly held 310,901 shares of Class B Common Stock and 42,854 shares of Class A Common Stock. Footnotes indicate remaining RSUs are scheduled to vest through April 1, 2027 and in 12 equal quarterly installments beginning on June 1, 2026, and that each Class B share is or will be convertible into one Class A share.

Positive

  • None.

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Insider DEL MATTO ANDREW H
Role Chief Financial Officer
Type Security Shares Price Value
Exercise Restricted Stock Units 150,000 $0.00 --
Exercise Restricted Stock Units 15,625 $0.00 --
Exercise Class B Common Stock 165,625 $0.00 --
Tax Withholding Class B Common Stock 83,128 $8.49 $706K
holding Class A Common Stock -- -- --
Holdings After Transaction: Restricted Stock Units — 200,000 shares (Direct); Class B Common Stock — 394,029 shares (Direct); Class A Common Stock — 42,854 shares (Direct)
Footnotes (1)
  1. Includes 1,361 shares of Class A Common Stock acquired under the Issuer's employee stock purchase plan on February 27, 2026. Each share of Class B Common Stock is convertible into one share of Class A Common Stock at the option of the holder. The remaining restricted stock units, or RSUs, vest on April 1, 2027. The remaining RSUs vest in 12 equal quarterly installments beginning on June 1, 2026. 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. The shares were withheld to satisfy the reporting person's tax liability in connection with the vesting of RSUs.
Derivative exercises 331,250 shares Total underlying shares from M-code derivative exercises on April 1, 2026
Tax-withheld shares 83,128 shares at $8.49 Class B Common Stock withheld to satisfy tax liability on RSU vesting
Class B holdings after transactions 310,901 shares Direct Class B Common Stock position following April 1, 2026 activity
Class A holdings after transactions 42,854 shares Direct Class A Common Stock position reported after transactions
ESPP acquisition 1,361 shares Class A Common Stock acquired under employee stock purchase plan on February 27, 2026
Automatic Class B conversion deadline on or prior to September 19, 2035 Class B shares automatically convert to Class A on 1:1 basis by this date
Restricted Stock Units financial
"The remaining restricted stock units, or RSUs, vest on April 1, 2027."
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.
employee stock purchase plan financial
"acquired under the Issuer's employee stock purchase plan on February 27, 2026."
An employee stock purchase plan is a company program that lets workers buy shares through small payroll deductions, often at a discount to the market price and after a set offering period. Think of it like a workplace savings plan that turns into ownership: it encourages employees to share in the company’s success and can create predictable buying or selling of stock that investors watch because it affects supply, demand and employee incentives.
Class B Common Stock financial
"Each share of Class B Common Stock is convertible into one share of Class A Common Stock"
A class B common stock is one of multiple types of a company’s ordinary shares that carries specific rights—often different voting power or dividend priority—compared with other classes. For investors it matters because those differences affect how much influence you have over company decisions, the income you might receive, and how freely the shares trade; think of it like owning a car with different keys: some keys let you start the engine and open the trunk, others only unlock the door.
Class A Common Stock financial
"convertible into one share of Class A Common Stock at the option of the holder."
Class A common stock is a category of a company’s shares that carries a specific set of ownership rights—most commonly defined voting power and claims on dividends—set out in the company’s charter. For investors it matters because the class determines how much influence you have over corporate decisions, the share’s likely dividend and trading behavior, and how it compares in value to other share classes, like choosing a particular seat with different privileges at the company’s decision-making table.
tax liability financial
"The shares were withheld to satisfy the reporting person's tax liability in connection with the vesting of RSUs."
automatic conversion financial
"automatically convert to shares of Class A Common Stock on a 1:1 basis on or prior to September 19, 2035"
SEC Form 4
FORM 4UNITED 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 CALIFORNIA 95054

(City)(State)(Zip)

UNITED STATES

(Country)
2. Issuer Name and Ticker or Trading Symbol
Netskope Inc [ NTSK ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director10% Owner
XOfficer (give title below)Other (specify below)
Chief Financial Officer
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
04/01/2026
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm 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)
CodeVAmount(A) or (D)Price
Class A Common Stock42,854(1)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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Restricted Stock Units(2)04/01/2026M150,000 (3) (3)Class B Common Stock150,000$0200,000D
Restricted Stock Units(2)04/01/2026M15,625 (4) (4)Class B Common Stock15,625$0187,500D
Class B Common Stock(2)04/01/2026M165,625 (2) (5)Class A Common Stock165,625$0394,029D
Class B Common Stock(2)04/01/2026F83,128(6) (2) (5)Class A Common Stock83,128$8.49310,901D
Explanation of Responses:
1. Includes 1,361 shares of Class A Common Stock acquired under the Issuer's employee stock purchase plan on February 27, 2026.
2. Each share of Class B Common Stock is convertible into one share of Class A Common Stock at the option of the holder.
3. The remaining restricted stock units, or RSUs, vest on April 1, 2027.
4. The remaining RSUs vest in 12 equal quarterly installments beginning on June 1, 2026.
5. 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.
6. The shares were withheld to satisfy the reporting person's tax liability in connection with the vesting of RSUs.
/s/ James Bushnell, by power of attorney04/03/2026
** Signature of Reporting PersonDate
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)

FAQ

What insider transactions did Netskope (NTSK) CFO Andrew Del Matto report?

Netskope CFO Andrew Del Matto reported exercising or converting derivative securities for 331,250 shares on April 1, 2026. These included restricted stock units and Class B Common Stock, with part of the resulting shares withheld to cover tax obligations from RSU vesting.

How many shares did the Netskope (NTSK) CFO have withheld for taxes?

The CFO had 83,128 shares of Class B Common Stock withheld at $8.49 per share to satisfy tax liabilities. This withholding was tied to the vesting of restricted stock units, and is recorded as a tax-withholding disposition rather than an open-market sale.

What are Andrew Del Matto’s reported holdings after these Netskope (NTSK) transactions?

After the reported transactions, Andrew Del Matto directly held 310,901 shares of Class B Common Stock and 42,854 shares of Class A Common Stock. These totals reflect both the derivative exercises and the shares withheld to cover tax obligations related to RSU vesting.

How do Netskope (NTSK) Class B and Class A shares relate in this filing?

Each share of Netskope Class B Common Stock is convertible into one share of Class A Common Stock at the holder’s option. Footnotes also state Class B shares automatically convert into Class A shares on a 1:1 basis on or prior to September 19, 2035 under the company’s charter.

What does the Netskope (NTSK) filing say about future RSU vesting for the CFO?

The filing notes remaining restricted stock units vest on April 1, 2027 and in 12 equal quarterly installments beginning June 1, 2026. These schedules describe future equity vesting for the CFO, separate from the RSUs that were already exercised or converted in this report.

Did Netskope (NTSK) CFO’s transactions involve the employee stock purchase plan?

A footnote states that 1,361 shares of Class A Common Stock were acquired under Netskope’s employee stock purchase plan on February 27, 2026. This is presented as part of his holdings disclosure rather than as a new open-market purchase in the reported transactions.