Sanjay Beri - Sep 17, 2025 Form 3 Insider Report for Netskope Inc (NTSK)

Role
CEO and Chairman, Director
Signature
/s/ James Bushnell, by power of attorney
Stock symbol
NTSK
Transactions as of
Sep 17, 2025
Transactions value $
$0
Form type
3
Date filed
9/17/2025, 06:47 PM
Next filing
Sep 22, 2025
SEC
View on sec.gov

Reporting Owners (1)

Name Relationship Address Signature Signature date CIK
Beri Sanjay CEO and Chairman, Director C/O NETSKOPE, INC., 2445 AUGUSTINE DRIVE, SUITE 301, SANTA CLARA /s/ James Bushnell, by power of attorney 2025-09-17 0002083367

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
holding NTSK Common Stock 22.3M Sep 17, 2025 See footnote F1, F2

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
holding NTSK Restricted Stock Units Sep 17, 2025 Common Stock 9.03M Direct F1, F3, F4
holding NTSK Restricted Stock Units Sep 17, 2025 Common Stock 9.03M Direct F1, F5, F6
holding NTSK Employee Stock Option (right to buy) Sep 17, 2025 Common Stock 1.09M $1.49 Direct F1, F7
holding NTSK Employee Stock Option (right to buy) Sep 17, 2025 Common Stock 1.35M $1.49 Direct F1, F8
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Immediately prior to the completion of the Issuer's initial public offering of Class A Common Stock (the "IPO"), each share of Common Stock shall be reclassified into one share of Class B Common Stock.
F2 The shares are held of record by the 2012 Sanjay Beri and Ava Malla Revocable Trust for which the reporting person serves as trustee.
F3 The restricted stock units, or RSUs, vest in 20 equal quarterly installments beginning on April 1, 2025. Vested shares become issuable upon the effectiveness of the IPO.
F4 Each RSU represents a contingent right to receive one share of Issuer Common Stock.
F5 The performance-based RSUs, or PSUs, require the satisfaction of three vesting requirements in order for the PSUs to vest. The liquidity event requirement will be satisfied upon the closing of the IPO. The service condition is satisfied in 48 equal monthly installments beginning on October 19, 2025. The market condition is satisfied 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 Issuer's board of directors or board committee.
F6 Each PSU represents a contingent right to receive one share of Issuer Common Stock.
F7 The shares subject to the option are fully vested and immediately exercisable.
F8 One-eighth of the shares subject to the option vest upon the effectiveness of the IPO and the remaining shares vest in 42 equal monthly installments thereafter.

Remarks:

Exhibit 24 - Power of Attorney