SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

DEL MATTO ANDREW H

(Last)

(First)

(Middle)

C/O NETSKOPE, INC.

2445 AUGUSTINE DRIVE, SUITE 301

(Street)

SANTA CLARA

95054

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Netskope Inc [ NTSK ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chief Financial Officer

3. Date of Earliest Transaction (Month/Day/Year)
09/19/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	09/19/2025		J⁽¹⁾		75,124	D	⁽¹⁾	0	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Class B Common Stock	⁽²⁾	09/19/2025		J⁽¹⁾		75,124		⁽²⁾	⁽³⁾	Class A Common Stock	75,124	⁽¹⁾	75,124	D
Restricted Stock Units	⁽⁴⁾	09/19/2025		J⁽¹⁾			350,000	⁽⁵⁾	⁽⁵⁾	Common Stock⁽¹⁾	350,000	⁽¹⁾	0	D
Restricted Stock Units	⁽⁶⁾	09/19/2025		J⁽¹⁾		350,000		⁽⁵⁾	⁽⁵⁾	Class B Common Stock	350,000	⁽¹⁾	350,000	D
Restricted Stock Units	⁽⁴⁾	09/19/2025		J⁽¹⁾			234,375	⁽⁷⁾	⁽⁷⁾	Common Stock⁽¹⁾	234,375	⁽¹⁾	0	D
Restricted Stock Units	⁽⁶⁾	09/19/2025		J⁽¹⁾		234,375		⁽⁷⁾	⁽⁷⁾	Class B Common Stock	234,375	⁽¹⁾	234,375	D
Restricted Stock Units	⁽⁸⁾	09/19/2025		J⁽¹⁾			500,000	⁽⁹⁾	01/27/2030	Common Stock⁽¹⁾	500,000	⁽¹⁾	0	D
Restricted Stock Units	⁽¹⁰⁾	09/19/2025		J⁽¹⁾		500,000		⁽⁹⁾	01/27/2030	Class B Common Stock	500,000	⁽¹⁾	500,000	D
Employee Stock Option (right to buy)	$2.41	09/19/2025		J⁽¹⁾			3,266,835	⁽¹¹⁾	06/19/2029	Common Stock⁽¹⁾	3,266,835	⁽¹⁾	0	D
Employee Stock Option (right to buy)	$2.41	09/19/2025		J⁽¹⁾		3,266,835		⁽¹¹⁾	06/19/2029	Class B Common Stock	3,266,835	⁽¹⁾	3,266,835	D

Explanation of Responses:

1. 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. Each share of Class B Common Stock is convertible into one share of Class A Common Stock at the option of the holder.

3. 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.

4. Each restricted stock unit, or RSU, represents a contingent right to receive one share of Issuer Common Stock.

5. The RSUs vest as follows: 150,000 RSUs vest on April 1, 2026 and the remaining 200,000 vest on April 1, 2027.

6. Each RSU represents a contingent right to receive one share of Issuer Class B Common Stock.

7. The RSUs vest in 15 equal quarterly installments beginning on October 1, 2025.

8. Each performance-based RSU, or PSU, represents a contingent right to receive one share of Issuer Common Stock.

9. 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.

10. Each PSU represents a contingent right to receive one share of Issuer Class B Common Stock.

11. The shares subject to the option are fully vested and immediately exercisable.

	/s/ James Bushnell, by power of attorney	09/22/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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