Andrew H. del Matto - 24 Nov 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: 24 Nov 2025
Net transactions value: $0
Form type: 4
Filing time: 29 Dec 2025, 16:31:17 UTC
Previous filing: 03 Oct 2025
Next filing: 05 Jan 2026
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	29 Dec 2025	0001288241

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	NTSK	Class A Common Stock	Conversion of derivative security		+41,493			41,493	24 Nov 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	Conversion of derivative security	$0	-41,493	-34%	$0.000000	82,298	24 Nov 2025	Class A Common Stock	41,493		Direct	F1, F2
transaction	NTSK	Restricted Stock Units	Options Exercise	$0	-329,566	-66%	$0.000000	170,434	22 Dec 2025	Class B Common Stock	329,566		Direct	F3, F4, F5
transaction	NTSK	Restricted Stock Units	Options Exercise	$0	+329,566		$0.000000	329,566	22 Dec 2025	Class B Common Stock	329,566		Direct	F4, F6, F7

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	Each share of Class B Common Stock is convertible into one share of Class A Common Stock at the option of the holder.
F2	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.
F3	Each performance-based RSU, or PSU, represents a contingent right to receive one share of Class B Common Stock.
F4	The PSUs vested upon satisfaction of certain market capitalization milestones and continued employment of the reporting person through such date. Settlement of the vested PSUs is deferred until December 31, 2025.
F5	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 as of the closing of the Issuer's initial public offering and as of each monthly anniversary thereafter 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, and determined on a prorated basis if the market capitalization is between any two market capitalization milestones.
F6	Each restricted stock unit, or RSU, represents a contingent right to receive one share of Class B Common Stock.
F7	The RSUs vested upon achievement of the performance metrics described in footnote (5) above.