Andrew H. del Matto - 17 Sep 2025 Form 3 Insider Report for Netskope Inc (NTSK)

Role
Chief Financial Officer
Signature
/s/ James Bushnell, by power of attorney
Issuer symbol
NTSK
Transactions as of
17 Sep 2025
Net transactions value
$0
Form type
3
Filing time
17 Sep 2025, 18:51:10 UTC
Next filing
22 Sep 2025
SEC
View on sec.gov

Reporting Owners (1)

Name Relationship Address Signature Signature date CIK
DEL MATTO ANDREW H Chief Financial Officer C/O NETSKOPE, INC., 2445 AUGUSTINE DRIVE, SUITE 301, SANTA CLARA /s/ James Bushnell, by power of attorney 17 Sep 2025 0001288241

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
holding NTSK Restricted Stock Units 17 Sep 2025 Common Stock 500,000 Direct F1, F2, F3
holding NTSK Restricted Stock Units 17 Sep 2025 Common Stock 250,000 Direct F2, F3, F4
holding NTSK Restricted Stock Units 17 Sep 2025 Common Stock 500,000 Direct F2, F5, F6
holding NTSK Employee Stock Option (right to buy) 17 Sep 2025 Common Stock 3,266,835 $2.41 Direct F2, F7
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Prior to the Issuer's initial public offering of Class A Common Stock (the "IPO"), 30% of the restricted stock units, or RSUs, vested with the remaining 30% vesting on April 1, 2026 and 40% vesting on April 1, 2027. Vested shares become issuable upon the effectiveness of the IPO.
F2 Immediately prior to the completion of the IPO, each share of Common Stock shall be reclassified into one share of Class B Common Stock.
F3 Each RSU represents a contingent right to receive one share of Issuer Common Stock.
F4 The RSUs vest in 16 equal quarterly installments beginning on July 1, 2025. Vested shares become issuable upon the effectiveness of the IPO.
F5 The performance-based RSUs, or PSUs, vest upon the Issuer's achievement of certain market capitalization milestones: 1/3 of the PSUs vest upon the Issuer's achievement of each of a $10 billion market capitalization, $12.5 billion market capitalization, and $15 billion market capitalization. Market capitalization will be measured based on the highest 60-day trading average per share ending during the applicable month, as reasonably determined by the board of directors or board committee.
F6 Each PSU represents a contingent right to receive one share of Issuer Common Stock.
F7 The shares subject to the option are fully vested and immediately exercisable.

Remarks:

Exhibit 24 - Power of Attorney