NetApp, Inc.
For the period ended Jul 31, 2026. Filed Sep 2, 2026.
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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Jul 31, 2026 · Filed Sep 2, 2026
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Item 5. Other Information
Insider Adoption or Termination of Trading Arrangements
On June 15, 2026, George Kurian, Chief Executive Officer of the Company, entered into a Rule 10b5-1 trading arrangement intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) promulgated under the Exchange Act. The trading arrangement will expire on June 15, 2027, and may be terminated earlier in the limited circumstances defined in the trading arrangement. An aggregate of up to 150,000 shares may be sold pursuant to the trading arrangement.
On June 15, 2026, Deepak Ahuja, Chair of the Company's Audit Committee, entered into a Rule 10b5-1 trading arrangement intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) promulgated under the Exchange Act. The trading arrangement will expire on June 15, 2027, and may be terminated earlier in the limited circumstances defined in the trading arrangement. An aggregate of up to 11,683 shares may be sold pursuant to the trading arrangement.
No other directors or executive officers of the Company adopted, modified orterminated any contract, instruction or written plan for the purchase or sale of the Company’s securities that was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Exchange Act or any non-Rule 10b5-1 trading arrangement (as defined in Item 408(c) of Regulation S-K), during the quarterly period covered by this report.
Amended Change of Control Severance Agreements
On August 28, 2026, the Company entered into Change of Control Severance Agreements (the Change of Control Agreements) with George Kurian, Cesar Cernuda, Syam Nair, Beth O’Callahan and Wissam Jabre. The Change of Control Agreements amend and replace the prior Change of Control Severance Agreements between the Company and each such executive officer.
The Change of Control Agreements provide certain payments and benefits in the event of a termination of the executive's employment by the Company without “Cause” or by the executive for “Good Reason” within the twenty-four-month period following a “Change of Control” (as those terms are defined in the Change of Control Agreements). In such event, the executive would be entitled to receive (i) a lump sum payment equal to 150% (or, in the case of the Chief Executive Officer, 200%) of the executive's annual base salary plus the applicable percentage of the executive’s target annual bonus, based on the greater of the rate in effect immediately prior to termination or immediately prior to the Change of Control; (ii) a pro-rated lump sum payment equal to the greater of the executive's target annual bonus or the bonus based on actual performance accrued at the time of termination; (iii) accelerated vesting of the executive’s outstanding equity awards with performance-based equity awards vesting at target unless the award agreement provides otherwise; and (iv) Company-paid COBRA continuation coverage for up to 18 months (or, in the case of the Chief Executive Officer, 24 months) following termination.
The payments and benefits under each Change of Control Agreement are contingent on the executive signing and not revoking a release of claims.
The foregoing description of the Change of Control Agreements is qualified in its entirety by reference to the full text of the form of Change of Control Severance Agreement, which is filed as Exhibit 10.1 to this Quarterly Report on Form 10-Q and incorporated by reference herein.
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