Beri Sanjay 4

4 · Netskope Inc · Filed Jul 6, 2026

AI-generated summary of this filing

Updated Jul 6, 2026

Netskope (NTSK) CEO Sanjay Beri Exercises RSUs; Shares Withheld for Taxes

What Happened

Sanjay Beri, CEO and Chairman of Netskope, had restricted stock units (RSUs) settle on July 1, 2026. The Form 4 reports the settlement/conversion of 1,015,686 RSUs into underlying shares (recorded as derivative exercise/conversion at $0.00). To satisfy tax obligations, 561,474 shares were withheld/disposed at $10.94 per share, totaling $6,142,526. The filing shows two other derivative disposal entries (564,270 and 451,416 shares at $0.00) that together correspond to the 1,015,686-share settlement entry (accounting/recording of the RSU settlement).

Key Details

Transaction date: July 1, 2026; Form 4 filed July 6, 2026 (5 days after the transaction; later than the typical 2-business-day Form 4 deadline).
Shares acquired via RSU settlement: 1,015,686 at $0.00 (derivative settlement).
Shares withheld to cover taxes: 561,474 at $10.94, aggregate value $6,142,526 (reported as disposition to satisfy tax liability).
Net new shares retained by Beri from this settlement: 454,212 (1,015,686 − 561,474).
Footnotes of note:
- F1–F2: Each RSU converts to one share; settlement of these vested RSUs was deferred until July 1, 2026.
- F3–F4: Additional RSUs remain and will vest on monthly/quarterly schedules.
- F5–F6: Class B common shares convert 1:1 into Class A shares per the charter.
- F7: Shares were withheld specifically to satisfy tax withholding obligations.
- F8: Some shares are held of record in the reporting person’s revocable trust.
The filing does not state a consolidated total of Beri’s beneficial ownership after these transactions in the provided summary.

Context

This was a settlement of RSUs (an award vesting), not an open-market buy or voluntary sale. The withholding of shares to pay taxes is a routine cashless-style settlement common with RSU vesting and does not itself indicate a personal buy or sell decision about company stock. The reporting delay (filed five days after the July 1 transaction) is worth noting for timeliness but does not change the substance of the transaction.

Form 4

Period: 2026-07-01

DirectorCEO and Chairman

Transactions

Exercise/Conversion
Restricted Stock Units
[F1][F2][F3]
2026-07-01−564,270→ 4,258,070 total
→ Class B Commom Stock (564,270 underlying)
Exercise/Conversion
Restricted Stock Units
[F1][F4]
2026-07-01−451,416→ 6,319,830 total
→ Class B Common Stock (451,416 underlying)
Exercise/Conversion
Class B Common Stock
[F5][F6]
2026-07-01+1,015,686→ 2,502,094 total
→ Class A Common Stock (1,015,686 underlying)
Tax Payment
Class B Common Stock
[F5][F7][F6]
2026-07-01$10.94/sh−561,474$6,142,526→ 1,940,620 total
→ Class A Common Stock (561,474 underlying)

Holdings

Class B Common Stock
[F5][F6][F8]
(indirect: See footnote)
→ Class A Common Stock (22,288,889 underlying)
22,288,889

Footnotes (8)

[F1]Each RSU represents a contingent right to receive one share of Class B Common Stock.
[F2]Settlement of the vested RSUs was deferred until July 1, 2026.
[F3]The remaining RSUs vest in 39 equal monthly installments beginning on July 19, 2026.
[F4]The remaining RSUs vest in 14 equal quarterly installments beginning on October 1, 2026.
[F5]Each share of Class B Common Stock is convertible into one share of Class A Common Stock at the option of the holder.
[F6]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.
[F7]The shares were withheld to satisfy the reporting person's tax liability in connection with the vesting of RSUs.
[F8]The shares are held of record by the 2012 Sanjay Beri and Ava Malla Revocable Trust for which the reporting person serves as trustee.

Signature

/s/ James Bushnell, by power of attorney|2026-07-06

1 file