Tax-related share sales filed by Netskope (NTSK) CEO Sanjay Beri

Rhea-AI Filing Summary

Netskope, Inc. CEO and Chairman Sanjay Beri reported stock transactions involving the company’s dual-class shares. On January 6, 2026, he converted 178,482 shares of Class B Common Stock into the same number of Class A Common Stock at an exercise price of $0 per share, then sold 178,482 Class A shares at a weighted average price of $17.1307 per share. On January 7, 2026, he similarly converted 31,594 Class B shares into 31,594 Class A shares at $0 per share and sold all 31,594 Class A shares at a weighted average price of $17.5763 per share. The filing explains that the reported sales were made to satisfy his tax obligations arising from the settlement of restricted stock units. After these transactions, he directly held 1,032,196 derivative Class B shares, while an additional 22,288,889 Class B shares were held indirectly through the 2012 Sanjay Beri and Ava Malla Revocable Trust for which he serves as trustee; each Class B share is convertible into one Class A share and automatically converts on or prior to September 19, 2035.

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^*

Beri Sanjay

(Last) (First) (Middle)

C/O NETSKOPE, INC.

2445 AUGUSTINE DRIVE, SUITE 301

(Street)

SANTA CLARA CA 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)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	CEO and Chairman

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)
			Code	V	Amount	(A) or (D)	Price
Class A Common Stock	01/06/2026		C		178,482	A	(1)	178,482	D
Class A Common Stock	01/06/2026		S(2)		178,482	D	$17.1307(3)	0	D
Class A Common Stock	01/07/2026		C		31,594	A	(1)	31,594	D
Class A Common Stock	01/07/2026		S(2)		31,594	D	$17.5763(4)	0	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
Class B Common Stock	(1)	01/06/2026		C			178,482	(1)	(5)	Class A Common Stock	178,482	$0	1,063,790	D
Class B Common Stock	(1)	01/07/2026		C			31,594	(1)	(5)	Class A Common Stock	31,594	$0	1,032,196	D
Class B Common Stock	(1)							(1)	(5)	Class A Common Stock	22,288,889		22,288,889	I	See footnote(6)

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 $16.73 to $17.46, 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 within the ranges set forth in footnotes (3) and (4) to this Form 4.

4. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $17.11 to $17.82, inclusive.

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 are held of record by the 2012 Sanjay Beri and Ava Malla Revocable Trust for which the reporting person serves as trustee.

	/s/ James Bushnell, by power of attorney	01/07/2026
	** Signature of Reporting Person	Date
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