Sanjay Beri - Sep 19, 2025 Form 4 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 19, 2025
Transactions value $
$0
Form type
4
Date filed
9/22/2025, 07:59 PM
Previous filing
Sep 17, 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 2025-09-22 0002083367

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction NTSK Common Stock Other -405K -100% 0 Sep 19, 2025 Direct F1
transaction NTSK Common Stock Other -22.3M -100% 0 Sep 19, 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
transaction NTSK Class B Common Stock Other +405K 405K Sep 19, 2025 Class A Common Stock 405K Direct F1, F3, F4
transaction NTSK Class B Common Stock Other +22.3M 22.3M Sep 19, 2025 Class A Common Stock 22.3M See footnote F1, F2, F3, F4
transaction NTSK Restricted Stock Units Other -8.13M -100% 0 Sep 19, 2025 Common Stock 8.13M Direct F1, F5, F6
transaction NTSK Restricted Stock Units Other +8.13M 8.13M Sep 19, 2025 Class B Common Stock 8.13M Direct F1, F6, F7
transaction NTSK Restricted Stock Units Other -9.03M -100% 0 Sep 19, 2025 Common Stock 9.03M Direct F1, F8, F9
transaction NTSK Restricted Stock Units Other +9.03M 9.03M Sep 19, 2025 Class B Common Stock 9.03M Direct F1, F9, F10
transaction NTSK Employee Stock Option (right to buy) Other -1.09M -100% 0 Sep 19, 2025 Common Stock 1.09M $1.49 Direct F1, F11
transaction NTSK Employee Stock Option (right to buy) Other +1.09M 1.09M Sep 19, 2025 Class B Common Stock 1.09M $1.49 Direct F1, F11
transaction NTSK Employee Stock Option (right to buy) Other -1.35M -100% 0 Sep 19, 2025 Common Stock 1.35M $1.49 Direct F1, F12
transaction NTSK Employee Stock Option (right to buy) Other +1.35M 1.35M Sep 19, 2025 Class B Common Stock 1.35M $1.49 Direct F1, F12
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Pursuant to a reclassification exempt under Rule 16b-7, each share of Common Stock was reclassified into one share of Class B Common Stock immediately prior to the completion of the Issuer's initial public offering of Class A Common Stock (the "IPO").
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 Each share of Class B Common Stock is convertible into one share of Class A Common Stock at the option of the holder.
F4 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.
F5 Each restricted stock unit, or RSU, represents a contingent right to receive one share of Issuer Common Stock.
F6 The RSUs vest in 18 equal quarterly installments beginning on October 1, 2025.
F7 Each RSU represents a contingent right to receive one share of Issuer Class B Common Stock.
F8 Each performance-based RSU, or PSU, represents a contingent right to receive one share of Issuer Common Stock.
F9 The PSUs require the satisfaction of three vesting requirements in order for the PSUs to vest. The liquidity event requirement was 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.
F10 Each PSU represents a contingent right to receive one share of Issuer Class B Common Stock.
F11 The shares subject to the option are fully vested and immediately exercisable.
F12 One-eighth of the shares subject to the option vested on September 17, 2025 and the remaining shares vest in 42 equal monthly installments thereafter.