Beri Sanjay 4

4 · Netskope Inc · Filed Apr 3, 2026

AI-generated summary of this filing

Updated Apr 3, 2026

Netskope (NTSK) CEO Sanjay Beri Exercises RSUs, Withholds Shares

What Happened

Sanjay Beri, CEO, Chairman and a director of Netskope (NTSK), had restricted stock units (RSUs) settle on April 1, 2026. The Form 4 shows a conversion/exercise of derivatives resulting in the acquisition of 1,015,687 shares of Class B common stock (reported at $0 per share). To satisfy tax withholding, 561,475 shares were withheld/disposed at $8.49 per share, totaling $4,766,923. These transactions reflect RSU settlement and routine tax withholding rather than an open-market sale.

Key Details

Date of transaction: April 1, 2026; Form 4 filed April 3, 2026 (within the standard Form 4 filing window).
Reported entries on the Form 4: two derivative dispositions (564,270 and 451,417 shares at $0) and one derivative acquisition (1,015,687 shares at $0); a tax-withholding disposition of 561,475 shares at $8.49/share for $4,766,923.
Shares acquired: 1,015,687 Class B common stock via RSU settlement.
Shares withheld for taxes: 561,475 shares (code F) — $4,766,923 withheld at $8.49/share (routine tax payment).
Footnotes of note: F1–F2 (RSUs convert 1:1 to Class B shares; settlement deferred to Apr 1, 2026); F3–F4 (remaining RSUs vest monthly/quarterly on stated schedules); F5–F6 (Class B shares are convertible to Class A on a 1:1 basis); F7 (shares were withheld to satisfy tax liability); F8 (shares held of record by the 2012 Sanjay Beri and Ava Malla Revocable Trust, for which he is trustee).
Shares owned after the transaction: not specified in the Form 4.

Context

This was a settlement of compensation RSUs (derivative exercise/conversion), not an open-market purchase or voluntary sale. The withholding of shares to cover tax obligations is a common, administrative step and does not necessarily indicate a change in insider sentiment. Remaining RSU awards will continue to vest per the schedules referenced in the filing.

Form 4

Period: 2026-04-01

DirectorCEO and Chairman

Transactions

Exercise/Conversion
Restricted Stock Units
[F1][F2][F3]
2026-04-01−564,270→ 4,822,340 total
→ Class B Common Stock (564,270 underlying)
Exercise/Conversion
Restricted Stock Units
[F1][F4][F3]
2026-04-01−451,417→ 6,771,246 total
→ Class B Common Stock (451,417 underlying)
Exercise/Conversion
Class B Common Stock
[F5][F6]
2026-04-01+1,015,687→ 2,047,883 total
→ Class A Common Stock (1,015,687 underlying)
Tax Payment
Class B Common Stock
[F5][F7][F6]
2026-04-01$8.49/sh−561,475$4,766,923→ 1,486,408 total
→ Class A Common Stock (561,475 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 April 1, 2026..
[F3]The remaining RSUs vest in 42 equal monthly installments beginning on April 19, 2026.
[F4]The remaining RSUs vest in 15 equal quarterly installments beginning on July 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|2026-04-03

1 file