O'Callahan Elizabeth M 4

What Happened

• Elizabeth M. O'Callahan, EVP & Chief Administrative Officer of NetApp (NTAP), had performance stock units settle on May 14, 2026. She was credited 22,098 shares (9,917 + 12,181) from PSU settlement.
• To cover tax obligations, 11,146 of those shares were withheld (disposed) under code F: 5,002 shares at $118.58 ($593,137) and 6,144 shares at $118.58 ($728,556), totaling $1,321,693.
• Net, O'Callahan received 10,952 shares (22,098 awarded minus 11,146 withheld). These were awards/settlements rather than open-market purchases or sales.

Key Details

• Transaction date: May 14, 2026; Form 4 filed May 18, 2026 (timely).
• Withheld share price used for calculating tax liability: $118.58 per share.
• Withheld shares disposed: 11,146 shares for ~$1.32M total.
• Awards received: 22,098 shares from PSU settlement.
• Shares owned after transaction: Not disclosed in the provided filing excerpt.
• Footnotes from the filing: (F1) these shares represent settlement of PSUs originally granted July 13, 2023; (F2) PSUs convert to common stock on a one-for-one basis.
• Transaction codes: A = award/grant; F = payment of exercise price or tax liability (share withholding).

Context

• This was a settlement of long-term incentive PSUs, not an open-market buy or directional sale; withholding to cover taxes is a routine administrative step and does not necessarily signal a change in insider sentiment.
• For clarity: PSUs converted one-for-one into common stock and a portion was retained/withheld to satisfy tax obligations (a cashless/withholding settlement mechanism).