SEC Form 4 · accession 0001193125-26-301161

Netskope Inc · NTSK

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

William J.G. Griffith

Director · 10% Owner

Period of report

Jul 8, 2026

Accepted (ET)

Jul 10, 2026 · 7:37 pm EDT

Rule 10b5-1 plan

box not checked

Issuer CIK

0002063196

Table I — non-derivative securities

Security	Date	Code	Shares	Price	A/D	Owned after	D/I	Nature of ownership
Class A Common Stock^F1,F2,F3	Jul 8, 2026	P	610,291	$11.824	A	610,291	I	ICONIQ Strategic Partners VIII Holdings, L.P.
Class A Common Stock^F2,F3	holding	—	—		—	8,723,318	I	ICONIQ Strategic Partners VI, L.P.
Class A Common Stock^F2,F3	holding	—	—		—	12,854,199	I	ICONIQ Strategic Partners VI-B, L.P.
Class A Common Stock^F2,F3	holding	—	—		—	18,872,434	I	ICONIQ Strategic Partners VI Co-Invest, L.P. (Series NS)
Class A Common Stock^F2,F3	holding	—	—		—	13,169,285	I	ICONIQ Strategic Partners II, L.P.
Class A Common Stock^F2,F3	holding	—	—		—	10,308,897	I	ICONIQ Strategic Partners II-B, L.P.
Class A Common Stock^F2,F3	holding	—	—		—	2,339,380	I	ICONIQ Strategic Partners II Co-Invest, L.P. (Series NS)

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	Owned after	D/I
Restricted Stock Units^F6,F4,F5	—	Jul 8, 2026	A	16,778	A	—	—	Class A Common Stock	16,778	16,778	D

Explanation of responses

F1The price reported in Column 4 is a weighted average price. The shares were purchased in multiple transactions at prices ranging from $11.595 to $11.94. Full information regarding the number of shares purchased at each separate price can be furnished to the SEC staff upon request.
F2ICONIQ Strategic Partners II GP, L.P. ("ICONIQ GP II") is the sole general partner of ICONIQ Strategic Partners II, L.P., ICONIQ Strategic Partners II-B, L.P., and ICONIQ Strategic Partners II Co-Invest, L.P. (Series NS). ICONIQ Strategic Partners II TT GP, Ltd. ("ICONIQ Parent GP II") is the sole general partner of ICONIQ GP II. ICONIQ Strategic Partners VI GP, L.P. ("ICONIQ GP VI") is the sole general partner of ICONIQ Strategic Partners VI, L.P., ICONIQ Strategic Partners VI-B, L.P. and ICONIQ Strategic Partners VI Co-Invest, L.P. (Series NS). ICONIQ Strategic Partners VI TT GP, Ltd. ("ICONIQ Parent GP VI") is the sole general partner of ICONIQ GP VI. ICONIQ Strategic Partners VIII GP, L.P. ("ICONIQ GP VIII") is the sole general partner of ICONIQ Strategic Partners VIII Holdings, L.P. ICONIQ Strategic Partners VIII TT GP, LLC ("ICONIQ Parent GP VIII") is the sole general partner of ICONIQ GP VIII.
F3(continued) Divesh Makan and the Reporting Person are the sole equity holders of ICONIQ Parent GP II and the sole managing members of ICONIQ Parent GP VIII, and Divesh Makan, the Reporting Person and Matthew Jacobson are the sole equity holders of ICONIQ Parent GP VI. The Reporting Person disclaims beneficial ownership of the securities reported herein for purposes of Section 16 of the Exchange Act, except to the extent of his pecuniary interest therein, if any. This report shall not be deemed an admission that the Reporting Person is a beneficial owner of such securities for the purpose of Section 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or for any other purpose.
F4Each restricted stock unit, or RSU, represents a contingent right to receive one share of Issuer Class A Common Stock.
F5The RSUs vest on the earlier of (i) July 8, 2027 or (ii) the date of the Issuer's next annual meeting of stockholders.
F6The RSUs are held by the Reporting Person, a director of the Issuer. The proceeds of any sale of shares of Class A Common Stock issued to the Reporting Person upon settlement of the RSUs will be transferred to ICONIQ Capital, LLC. The Reporting Person disclaims beneficial ownership of these shares for purposes of Section 16 of the Exchange Act, except to the extent of his pecuniary interest therein, if any. This report shall not be deemed an admission that the Reporting Person is a beneficial owner of such securities for the purpose of Section 16 of the Exchange Act, or for any other purpose.