Andrew H. del Matto - 19 Sep 2025 Form 4 Insider Report for Netskope Inc (NTSK)

Role
Chief Financial Officer
Signature
/s/ James Bushnell, by power of attorney
Issuer symbol
NTSK
Transactions as of
19 Sep 2025
Net transactions value
$0
Form type
4
Filing time
22 Sep 2025, 20:01:29 UTC
Previous filing
17 Sep 2025
Next filing
03 Oct 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 22 Sep 2025 0001288241

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction NTSK Common Stock Other -75,124 -100% 0 19 Sep 2025 Direct F1

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
transaction NTSK Class B Common Stock Other +75,124 75,124 19 Sep 2025 Class A Common Stock 75,124 Direct F1, F2, F3
transaction NTSK Restricted Stock Units Other -350,000 -100% 0 19 Sep 2025 Common Stock 350,000 Direct F1, F4, F5
transaction NTSK Restricted Stock Units Other +350,000 350,000 19 Sep 2025 Class B Common Stock 350,000 Direct F1, F5, F6
transaction NTSK Restricted Stock Units Other -234,375 -100% 0 19 Sep 2025 Common Stock 234,375 Direct F1, F4, F7
transaction NTSK Restricted Stock Units Other +234,375 234,375 19 Sep 2025 Class B Common Stock 234,375 Direct F1, F6, F7
transaction NTSK Restricted Stock Units Other -500,000 -100% 0 19 Sep 2025 Common Stock 500,000 Direct F1, F8, F9
transaction NTSK Restricted Stock Units Other +500,000 500,000 19 Sep 2025 Class B Common Stock 500,000 Direct F1, F9, F10
transaction NTSK Employee Stock Option (right to buy) Other -3,266,835 -100% 0 19 Sep 2025 Common Stock 3,266,835 $2.41 Direct F1, F11
transaction NTSK Employee Stock Option (right to buy) Other +3,266,835 3,266,835 19 Sep 2025 Class B Common Stock 3,266,835 $2.41 Direct F1, F11
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Pursuant to a reclassification exempt under Rule 16b-7, each share of Common Stock was reclassified into one share of Class B Common Stock immediately prior to the completion of the Issuer's initial public offering of Class A Common Stock (the "IPO").
F2 Each share of Class B Common Stock is convertible into one share of Class A Common Stock at the option of the holder.
F3 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.
F4 Each restricted stock unit, or RSU, represents a contingent right to receive one share of Issuer Common Stock.
F5 The RSUs vest as follows: 150,000 RSUs vest on April 1, 2026 and the remaining 200,000 vest on April 1, 2027.
F6 Each RSU represents a contingent right to receive one share of Issuer Class B Common Stock.
F7 The RSUs vest in 15 equal quarterly installments beginning on October 1, 2025.
F8 Each performance-based RSU, or PSU, represents a contingent right to receive one share of Issuer Common Stock.
F9 The 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.
F10 Each PSU represents a contingent right to receive one share of Issuer Class B Common Stock.
F11 The shares subject to the option are fully vested and immediately exercisable.