Netskope (NTSK) CEO exercises 2.0M RSUs; 561k shares withheld for tax

Rhea-AI Filing Summary

Netskope Inc CEO and Chairman Sanjay Beri reported a mix of equity compensation events. He exercised derivative awards and restricted stock units covering a total of 2,031,372 shares of Class B Common Stock at a conversion price of $0.0000 per share.

To cover tax obligations from the RSU vesting, 561,474 shares of Class B Common Stock were disposed of by share withholding at $10.94 per share, leaving 1,940,620 Class B shares held directly. A separate indirect position of 22,288,889 Class B shares is held through the 2012 Sanjay Beri and Ava Malla Revocable Trust, where he serves as trustee.

Footnotes state that each RSU converts into one share of Class B stock, remaining RSUs vest in 39 monthly installments beginning on July 19, 2026 and 14 quarterly installments beginning on October 1, 2026, and Class B shares convert into Class A on a 1:1 basis on or before September 19, 2035.

Insights

Corporate governance analyst

Routine equity compensation: options/RSUs exercised, shares withheld for taxes.

Sanjay Beri, CEO and Chairman of Netskope Inc, exercised derivative awards and RSUs covering 2,031,372 shares of Class B Common Stock at a stated exercise price of $0.0000. These transactions convert previously granted equity awards into actual shares.

To satisfy tax obligations from the RSU vesting, 561,474 shares were withheld at $10.94 per share, a standard non-market disposition that does not represent an open-market sale. Following these events, Beri holds 1,940,620 Class B shares directly and a large additional indirect stake through a revocable trust.

The filing also highlights long-dated vesting schedules—39 monthly and 14 quarterly RSU installments starting on July 19, 2026 and October 1, 2026—and automatic 1:1 conversion of Class B into Class A shares by September 19, 2035. These features outline a multi-year equity compensation and capital structure framework, but do not indicate any discretionary market buying or selling.

Insider Trade Summary

2,031,372 shares exercised/converted

Mixed 5 txns

Insider Beri Sanjay

Role CEO and Chairman

Type	Security	Shares	Price	Value
Exercise	Restricted Stock Units	564,270	$0.00	--
Exercise	Restricted Stock Units	451,416	$0.00	--
Exercise	Class B Common Stock	1,015,686	$0.00	--
Tax Withholding	Class B Common Stock	561,474	$10.94	$6.14M
holding	Class B Common Stock	--	--	--

Holdings After Transaction: Restricted Stock Units — 4,258,070 shares (Direct, null); Class B Common Stock — 2,502,094 shares (Direct, null); Class B Common Stock — 22,288,889 shares (Indirect, See footnote)

Footnotes (1)

1. Each RSU represents a contingent right to receive one share of Class B Common Stock. Settlement of the vested RSUs was deferred until July 1, 2026. The remaining RSUs vest in 39 equal monthly installments beginning on July 19, 2026. The remaining RSUs vest in 14 equal quarterly installments beginning on October 1, 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 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. 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

Shares exercised: 2,031,372 shares Tax withholding shares: 561,474 shares at $10.94 Direct Class B holdings: 1,940,620 shares +3 more

6 metrics

Shares exercised 2,031,372 shares Total derivative and RSU shares exercised on July 1, 2026

Tax withholding shares 561,474 shares at $10.94 Shares withheld to satisfy tax liability on July 1, 2026

Direct Class B holdings 1,940,620 shares Class B Common Stock held directly following transactions

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

Monthly RSU vesting schedule 39 monthly installments Remaining RSUs vesting beginning July 19, 2026

Quarterly RSU vesting schedule 14 quarterly installments Remaining RSUs vesting beginning October 1, 2026

Key Terms

Restricted Stock Units, tax liability, Revocable Trust, Class B Common Stock, +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.

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.

Class B Common Stock financial

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

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

"Each share of Class B Common Stock is 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.

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Form 4 Insider Transactions: What Each Field Means →

Available on EDGAR 07/06/2026 - 01:03 PM Accepted by SEC EDGAR 07/06/2026 - 01:03 PM Learn about SEC filing dates

FAQ

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

Sanjay Beri reported derivative and RSU exercises plus tax withholding. He exercised awards covering 2,031,372 Class B shares at $0.0000 and had 561,474 shares withheld at $10.94 to pay taxes, a routine equity compensation event rather than an open-market trade.

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

561,474 shares of Class B Common Stock were withheld for taxes. These shares were used to satisfy the CEO’s tax liability from RSU vesting at a value of $10.94 per share, and do not reflect an open-market sale by the insider.

How many Netskope (NTSK) shares does the CEO hold after these transactions?

After the transactions, the CEO holds 1,940,620 Class B shares directly. In addition, 22,288,889 Class B shares are held indirectly through the 2012 Sanjay Beri and Ava Malla Revocable Trust, where he serves as trustee, indicating a substantial ongoing ownership position.

What RSU vesting schedule is disclosed for Netskope (NTSK) CEO awards?

The remaining RSUs vest over monthly and quarterly schedules. One RSU grant vests in 39 equal monthly installments beginning July 19, 2026, while another vests in 14 equal quarterly installments beginning October 1, 2026, creating a multi-year stream of potential share deliveries.

How are Netskope (NTSK) Class B and Class A shares related for the CEO’s holdings?

Each Class B share is convertible into one Class A share. Footnotes state Class B converts 1:1 into Class A at the holder’s option and will automatically convert on or before September 19, 2035, linking the CEO’s Class B holdings directly to the Class A capital structure.

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)
07/01/2026

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)	07/01/2026		M(2)			564,270	(3)	(3)	Class B Commom Stock	564,270	$0	4,258,070	D
Restricted Stock Units	(1)	07/01/2026		M			451,416	(4)	(4)	Class B Common Stock	451,416	$0	6,319,830	D
Class B Common Stock	(5)	07/01/2026		M		1,015,686		(5)	(6)	Class A Common Stock	1,015,686	$0	2,502,094	D
Class B Common Stock	(5)	07/01/2026		F			561,474(7)	(5)	(6)	Class A Common Stock	561,474	$10.94	1,940,620	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 July 1, 2026.

3. The remaining RSUs vest in 39 equal monthly installments beginning on July 19, 2026.

4. The remaining RSUs vest in 14 equal quarterly installments beginning on October 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	07/06/2026
	** 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)