Form 4 for NTSK Netskope Inc
Accepted 2025-09-22 00:00:00 ET · period of report 2025-09-19 · accession 0001104659-25-092226 · SEC index · Original document
Summary rows
Aggregated the way they appear in lists: one row per insider, transaction code and security table.
| X | Filed | Traded | Ticker | Insider | Title | Type | Price | Qty | Owned | ΔOwn | Value |
|---|---|---|---|---|---|---|---|---|---|---|---|
| D | 2025-09-22 | 2025-09-19 | NTSK | DEL MATTO ANDREW H | CFO | J - Other | — | -75.1K | 0 | -100% | — |
| DM | 2025-09-22 | 2025-09-19 | NTSK | DEL MATTO ANDREW H | CFO | J - Other | — | +75.1K | 3.27M | +2% | — |
Purchase Sale Sale after option exercise All abbreviations
Every reported transaction
| # | Table | Security | Date | Code | A/D | Shares | Price | Owned after | Own | Exercise / expiry | Underlying | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 1 | Common | Common Stock | 2025-09-19 | J | D | 75,124 | — | 0 | D | — | — | (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"). |
| 2 | Derivative | Restricted Stock Units | 2025-09-19 | J | A | 350,000 | — | 350,000 | D | — · — to — | 350,000 Class B Common Stock | (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"). (F6) Each RSU represents a contingent right to receive one share of Issuer Class B Common Stock. (F5) The RSUs vest as follows: 150,000 RSUs vest on April 1, 2026 and the remaining 200,000 vest on April 1, 2027. |
| 3 | Derivative | Restricted Stock Units | 2025-09-19 | J | D | 350,000 | — | 0 | D | — · — to — | 350,000 Common Stock | (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"). (F4) Each restricted stock unit, or RSU, represents a contingent right to receive one share of Issuer Common Stock. (F5) The RSUs vest as follows: 150,000 RSUs vest on April 1, 2026 and the remaining 200,000 vest on April 1, 2027. |
| 4 | Derivative | Class B Common Stock | 2025-09-19 | J | A | 75,124 | — | 75,124 | D | — · — to — | 75,124 Class A Common Stock | (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) Each share of Class B Common Stock is convertible into one share of Class A Common Stock at the option of the holder. (F3) 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. |
| 5 | Derivative | Employee Stock Option (right to buy) | 2025-09-19 | J | D | 3,266,835 | — | 0 | D | $2.41 · — to 2029-06-19 | 3,266,835 Common Stock | (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"). (F11) The shares subject to the option are fully vested and immediately exercisable. |
| 6 | Derivative | Restricted Stock Units | 2025-09-19 | J | A | 500,000 | — | 500,000 | D | — · — to 2030-01-27 | 500,000 Class B Common Stock | (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"). (F10) Each PSU represents a contingent right to receive one share of Issuer Class B Common Stock. (F9) The PSUs vest 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 board of directors or board committee. |
| 7 | Derivative | Restricted Stock Units | 2025-09-19 | J | D | 500,000 | — | 0 | D | — · — to 2030-01-27 | 500,000 Common Stock | (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"). (F8) Each performance-based RSU, or PSU, represents a contingent right to receive one share of Issuer Common Stock. (F9) The PSUs vest 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 board of directors or board committee. |
| 8 | Derivative | Restricted Stock Units | 2025-09-19 | J | A | 234,375 | — | 234,375 | D | — · — to — | 234,375 Class B Common Stock | (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"). (F6) Each RSU represents a contingent right to receive one share of Issuer Class B Common Stock. (F7) The RSUs vest in 15 equal quarterly installments beginning on October 1, 2025. |
| 9 | Derivative | Restricted Stock Units | 2025-09-19 | J | D | 234,375 | — | 0 | D | — · — to — | 234,375 Common Stock | (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"). (F4) Each restricted stock unit, or RSU, represents a contingent right to receive one share of Issuer Common Stock. (F7) The RSUs vest in 15 equal quarterly installments beginning on October 1, 2025. |
| 10 | Derivative | Employee Stock Option (right to buy) | 2025-09-19 | J | A | 3,266,835 | — | 3,266,835 | D | $2.41 · — to 2029-06-19 | 3,266,835 Class B Common Stock | (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"). (F11) The shares subject to the option are fully vested and immediately exercisable. |