Sec Form 3 Filing - Beri Sanjay @ Netskope Inc - 2025-09-17

FORM 3 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Beri Sanjay 2. Issuer Name and Ticker or Trading Symbol Netskope Inc [ NTSK] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) CEO and Chairman (Last) (First) (Middle) C/O NETSKOPE, INC., 2445 AUGUSTINE DRIVE, SUITE 301 3. Date of Earliest Transaction (MM/DD/YY) 09/17/2025 (Street) SANTA CLARA, CA95054 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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) Code V Amount (A) or (D) Price Common Stock ( 1 ) 22,288,889 I See footnote ( 2 )

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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Restricted Stock Units ( 4 ) ( 3 ) ( 3 ) Common Stock ( 1 ) 9,028,328 D Restricted Stock Units ( 6 ) ( 5 ) 04/14/2032 Common Stock ( 1 ) 9,028,328 D Employee Stock Option (right to buy) $ 1.49 ( 7 ) 08/22/2028 Common Stock ( 1 ) 1,088,680 D Employee Stock Option (right to buy) $ 1.49 ( 8 ) 08/22/2028 Common Stock ( 1 ) 1,350,000 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Beri Sanjay C/O NETSKOPE, INC. 2445 AUGUSTINE DRIVE, SUITE 301 SANTA CLARA, CA95054 X CEO and Chairman Signatures /s/ James Bushnell, by power of attorney 09/17/2025 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Immediately prior to the completion of the Issuer's initial public offering of Class A Common Stock (the "IPO"), each share of Common Stock shall be reclassified into one share of Class B Common Stock. ( 2 )The shares are held of record by the 2012 Sanjay Beri and Ava Malla Revocable Trust for which the reporting person serves as trustee. ( 3 )The restricted stock units, or RSUs, vest in 20 equal quarterly installments beginning on April 1, 2025. Vested shares become issuable upon the effectiveness of the IPO. ( 4 )Each RSU represents a contingent right to receive one share of Issuer Common Stock. ( 5 )The performance-based RSUs, or PSUs, require the satisfaction of three vesting requirements in order for the PSUs to vest. The liquidity event requirement will be 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. ( 6 )Each PSU represents a contingent right to receive one share of Issuer Common Stock. ( 7 )The shares subject to the option are fully vested and immediately exercisable. ( 8 )One-eighth of the shares subject to the option vest upon the effectiveness of the IPO and the remaining shares vest in 42 equal monthly installments thereafter.

Remarks: Exhibit 24 - Power of Attorney

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).

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