Netskope CEO exercises RSUs, shares withheld for tax

Netskope Inc CEO and Chairman Sanjay Beri reported RSU vesting and related share movements.

Rhea-AI Filing Summary

Netskope Inc CEO and Chairman Sanjay Beri reported RSU vesting and related share movements. On April 1, 2026, he exercised or settled derivative awards covering 564,270 and 451,417 Restricted Stock Units, each representing Class B Common Stock, plus 1,015,687 shares of Class B Common Stock linked to Class A Common Stock.

A total of 561,475 shares of Class B Common Stock were withheld at $8.49 per share to cover tax liabilities tied to the RSU vesting, rather than sold in the open market. After these transactions, Beri also reports indirect ownership of 22,288,889 shares of Class B Common Stock held by the 2012 Sanjay Beri and Ava Malla Revocable Trust, where he serves as trustee.

Insider Trade Summary

2,031,374 shares exercised/converted

Exercise 5 txns

Insider Beri Sanjay

Role CEO and Chairman

Type	Security	Shares	Price	Value
Exercise	Restricted Stock Units	564,270	$0.00	$0.00
Exercise	Restricted Stock Units	451,417	$0.00	$0.00
Exercise	Class B Common Stock	1,015,687	$0.00	$0.00
Exercise Price or Tax Liability	Class B Common Stock	561,475	$8.49	$4.77M
holding	Class B Common Stock	--	--	--

Holdings After Transaction: Restricted Stock Units — 11,593,586 contracts (Direct); Class B Common Stock — 1,486,408 contracts (Direct); Class B Common Stock — 22,288,889 contracts (Indirect, See footnote)

Footnotes (8)

1. F1. Each RSU represents a contingent right to receive one share of Class B Common Stock.
2. F2. Settlement of the vested RSUs was deferred until April 1, 2026..
3. F3. The remaining RSUs vest in 42 equal monthly installments beginning on April 19, 2026.
4. F4. The remaining RSUs vest in 15 equal quarterly installments beginning on July 1, 2026.
5. F5. Each share of Class B Common Stock is convertible into one share of Class A Common Stock at the option of the holder.
6. F6. 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.
7. F7. The shares were withheld to satisfy the reporting person's tax liability in connection with the vesting of RSUs.
8. F8. The shares are held of record by the 2012 Sanjay Beri and Ava Malla Revocable Trust for which the reporting person serves as trustee.

Key Figures

RSUs settled (grant 1): 564,270 RSUs RSUs settled (grant 2): 451,417 RSUs Derivative shares exercised: 1,015,687 shares +3 more

6 metrics

RSUs settled (grant 1) 564,270 RSUs Each RSU represents one share of Class B Common Stock

RSUs settled (grant 2) 451,417 RSUs Each RSU represents one share of Class B Common Stock

Derivative shares exercised 1,015,687 shares Class B Common Stock underlying Class A Common Stock

Shares withheld for tax 561,475 shares Class B Common Stock withheld at $8.49 per share

Tax withholding price $8.49 per share Price used to value shares withheld for tax liability

Indirect Class B holdings 22,288,889 shares Held by 2012 Sanjay Beri and Ava Malla Revocable Trust

Key Terms

Restricted Stock Units, Class B Common Stock, Class A Common Stock, tax liability, +1 more

5 terms

Restricted Stock Units financial

"Each RSU represents a contingent right to receive one share of Class B Common Stock."

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.

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

"Class B Common Stock automatically convert to shares of Class A Common Stock on a 1:1 basis."

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."

revocable trust financial

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

A revocable trust is a legal arrangement where the person who creates it keeps control and can change or cancel the trust at any time, while naming who will manage and receive the assets later. Think of it like a flexible folder for your investments and property that can be relabeled or reworked as circumstances change; it matters to investors because it determines how ownership is recorded, how easily assets transfer on incapacity or death, and whether holdings bypass public probate proceedings.

FAQ

What did Netskope (NTSK) CEO Sanjay Beri report in this Form 4?

Sanjay Beri reported the vesting and settlement of several large RSU awards and related share movements. He exercised derivative awards into Class B Common Stock and had shares withheld for taxes, reflecting routine equity compensation activity rather than open-market stock trading.

How many Restricted Stock Units did the Netskope (NTSK) CEO settle?

He settled 564,270 and 451,417 Restricted Stock Units, each RSU representing one share of Class B Common Stock. These RSUs had previously vested, with settlement deferred until April 1, 2026, according to the accompanying footnote disclosures in the filing.

Were any Netskope (NTSK) shares sold by the CEO in the market?

The filing shows 561,475 shares of Class B Common Stock were withheld at $8.49 per share to satisfy tax liabilities from RSU vesting. This is a tax-withholding disposition, not an open-market sale, and does not represent discretionary selling activity by the CEO.

What is the significance of the 22,288,889 Netskope (NTSK) shares reported indirectly?

The 22,288,889 shares of Class B Common Stock are held by the 2012 Sanjay Beri and Ava Malla Revocable Trust. Beri serves as trustee, so these shares are reported as indirect ownership, reflecting a substantial long-term stake associated with the trust structure.

How are Netskope (NTSK) Class A and Class B shares related in this filing?

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

How will the remaining Netskope (NTSK) RSUs for the CEO vest over time?

Footnotes explain remaining RSUs vest in 42 equal monthly installments beginning April 19, 2026, and in 15 equal quarterly installments beginning July 1, 2026. This schedule outlines ongoing equity compensation vesting over several years for the CEO’s awards.

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Accepted by SEC EDGAR 04/03/2026 - 05:05 PM Learn about SEC filing dates

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^*

Beri Sanjay

(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)

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
04/01/2026

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

X	Form 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)
			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 Units	(1)	04/01/2026		M(2)			564,270	(3)	(3)	Class B Common Stock	564,270	$0	4,822,340	D
Restricted Stock Units	(1)	04/01/2026		M			451,417	(4)	(3)	Class B Common Stock	451,417	$0	6,771,246	D
Class B Common Stock	(5)	04/01/2026		M		1,015,687		(5)	(6)	Class A Common Stock	1,015,687	$0	2,047,883	D
Class B Common Stock	(5)	04/01/2026		F			561,475(7)	(5)	(6)	Class A Common Stock	561,475	$8.49	1,486,408	D
Class B Common Stock	(5)							(5)	(6)	Class A Common Stock	22,288,889		22,288,889	I	See footnote(8)

Explanation of Responses:

1. Each RSU represents a contingent right to receive one share of Class B Common Stock.

2. Settlement of the vested RSUs was deferred until April 1, 2026..

3. The remaining RSUs vest in 42 equal monthly installments beginning on April 19, 2026.

4. The remaining RSUs vest in 15 equal quarterly installments beginning on July 1, 2026.

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

6. 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.

7. The shares were withheld to satisfy the reporting person's tax liability in connection with the vesting of RSUs.

8. 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	04/03/2026
	** 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.
* Form 4: SEC 1474 (03-26)