X0202 SCHEDULE 13G/A 0001619710 XXXXXXXX LIVE 1 CLASS A COMMON STOCK, $0.0001 PAR VALUE PER SHARE 03/31/2026 0002063196 Netskope, Inc. 64119N608 2445 AUGUSTINE DRIVE, 3RD FLOOR SANTA CLARA CA 95054 Rule 13d-1(d) ICONIQ Strategic Partners II, L.P. b E9 13169285 0 13169285 0 13169285 N 5.7 PN The percent of class was based upon 231,167,738 shares of Class A Common Stock outstanding, as reported by the Issuer in its Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 31, 2026. ICONIQ Strategic Partners II-B, L.P. b E9 10308897 0 10308897 0 10308897 N 4.5 PN The percent of class was based upon 231,167,738 shares of Class A Common Stock outstanding, as reported by the Issuer in its Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 31, 2026. ICONIQ Strategic Partners II Co-Invest, L.P. (Series NS) b DE 2339380 0 2339380 0 2339380 N 1.0 PN The percent of class was based upon 231,167,738 shares of Class A Common Stock outstanding, as reported by the Issuer in its Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 31, 2026. ICONIQ Strategic Partners II GP, L.P. b E9 25817562 0 25817562 0 25817562 N 11.2 PN The reported share amount represents shares of Class A Common Stock held directly by 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 GP, L.P. is the 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), and may be deemed to beneficially own the shares of stock held directly by such funds. The percent of class was based upon 231,167,738 shares of Class A Common Stock outstanding, as reported by the Issuer in its Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 31, 2026. ICONIQ Strategic Partners II TT GP, Ltd. b E9 25817562 0 25817562 0 25817562 N 11.2 CO The reported share amount represents shares of Class A Common Stock held directly by 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 GP, L.P. is the 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), and may be deemed to beneficially own the shares of stock held directly by such funds. ICONIQ Strategic Partners II TT GP, Ltd. is the general partner of ICONIQ Strategic Partners II GP, L.P. The percent of class was based upon 231,167,738 shares of Class A Common Stock outstanding, as reported by the Issuer in its Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 31, 2026. ICONIQ Strategic Partners VI, L.P. b E9 8723318 0 8723318 0 8723318 N 3.8 PN The percent of class was based upon 231,167,738 shares of Class A Common Stock outstanding, as reported by the Issuer in its Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 31, 2026. ICONIQ Strategic Partners VI-B, L.P. b E9 12854199 0 12854199 0 12854199 N 5.6 PN The percent of class was based upon 231,167,738 shares of Class A Common Stock outstanding, as reported by the Issuer in its Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 31, 2026. ICONIQ Strategic Partners VI Co-Invest, L.P. (Series NS) b DE 18872434 0 18872434 0 18872434 N 8.2 PN The percent of class was based upon 231,167,738 shares of Class A Common Stock outstanding, as reported by the Issuer in its Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 31, 2026. ICONIQ Strategic Partners VI GP, L.P. b E9 40449951 0 40449951 0 40449951 N 17.5 PN The reported share amount represents shares of Class A Common Stock held directly by 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 GP, L.P. is the 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) and may be deemed to beneficially own the shares of stock held directly by such funds. The percent of class was based upon 231,167,738 shares of Class A Common Stock outstanding, as reported by the Issuer in its Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 31, 2026. ICONIQ Strategic Partners VI TT GP, Ltd. b E9 40449951 0 40449951 0 40449951 N 17.5 CO The reported share amount represents shares of Class A Common Stock held directly by 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 GP, L.P. is the 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) and may be deemed to beneficially own the shares of stock held directly by such funds. ICONIQ Strategic Partners VI TT GP, Ltd. is the general partner of ICONIQ Strategic Partners VI GP, L.P. The percent of class was based upon 231,167,738 shares of Class A Common Stock outstanding, as reported by the Issuer in its Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 31, 2026. Divesh Makan b X1 66267513 0 66267513 0 66267513 N 28.7 IN The reported share amount represents shares of Class A Common Stock held directly by ICONIQ Strategic Partners II, L.P., ICONIQ Strategic Partners II-B, L.P., ICONIQ Strategic Partners II Co-Invest, L.P. (Series NS), 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 II GP, L.P. is the 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) and may be deemed to beneficially own the shares of stock held directly by such funds. ICONIQ Strategic Partners II TT GP, Ltd. is the general partner of ICONIQ Strategic Partners II GP, L.P. ICONIQ Strategic Partners VI GP, L.P. is the 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) and may be deemed to beneficially own the shares of stock held directly by such funds. ICONIQ Strategic Partners VI TT GP, Ltd. is the general partner of ICONIQ Strategic Partners VI GP, L.P. Divesh Makan and William J.G. Griffith are the sole equity holders of ICONIQ Strategic Partners II TT GP, Ltd. and Divesh Makan, William J.G. Griffith and Matthew Jacobson are the sole equity holders of ICONIQ Strategic Partners VI TT GP, Ltd. The percent of class was based upon 231,167,738 shares of Class A Common Stock outstanding, as reported by the Issuer in its Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 31, 2026. William J.G. Griffith b X1 66267513 0 66267513 0 66267513 N 28.7 IN The reported share amount represents shares of Class A Common Stock held directly by ICONIQ Strategic Partners II, L.P., ICONIQ Strategic Partners II-B, L.P., ICONIQ Strategic Partners II Co-Invest, L.P. (Series NS), 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 II GP, L.P. is the 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) and may be deemed to beneficially own the shares of stock held directly by such funds. ICONIQ Strategic Partners II TT GP, Ltd. is the general partner of ICONIQ Strategic Partners II GP, L.P. ICONIQ Strategic Partners VI GP, L.P. is the 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) and may be deemed to beneficially own the shares of stock held directly by such funds. ICONIQ Strategic Partners VI TT GP, Ltd. is the general partner of ICONIQ Strategic Partners VI GP, L.P. Divesh Makan and William J.G. Griffith are the sole equity holders of ICONIQ Strategic Partners II TT GP, Ltd. and Divesh Makan, William J.G. Griffith and Matthew Jacobson are the sole equity holders of ICONIQ Strategic Partners VI TT GP, Ltd. The percent of class was based upon 231,167,738 shares of Class A Common Stock outstanding, as reported by the Issuer in its Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 31, 2026. Matthew Jacobson b X1 40449951 0 40449951 0 40449951 N 17.5 IN The reported share amount represents shares of Class A Common Stock held directly by 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 GP, L.P. is the 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) and may be deemed to beneficially own the shares of stock held directly by such funds. ICONIQ Strategic Partners VI TT GP, Ltd. is the general partner of ICONIQ Strategic Partners VI GP, L.P. Divesh Makan, William J.G. Griffith and Matthew Jacobson are the sole equity holders of ICONIQ Strategic Partners VI TT GP, Ltd. The percent of class was based upon 231,167,738 shares of Class A Common Stock outstanding, as reported by the Issuer in its Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 31, 2026. Netskope, Inc. 2445 Augustine Drive, Suite 301, Santa Clara, CA 95054 (i) ICONIQ Strategic Partners II, L.P., a Cayman Islands exempted limited partnership ("ICONIQ II"). (ii) ICONIQ Strategic Partners II-B, L.P., a Cayman Islands exempted limited partnership ("ICONIQ II-B"). (iii) ICONIQ Strategic Partners II Co-Invest, L.P. (Series NS) a Delaware series limited partnership ("ICONIQ II Co-Invest NS" and together with ICONIQ II and ICONIQ II-B, the "ICONIQ II Funds"). (iv) ICONIQ Strategic Partners VI, L.P., a Cayman Islands exempted limited partnership ("ICONIQ VI"). (v) ICONIQ Strategic Partners VI-B, L.P., a Cayman Islands exempted limited partnership ("ICONIQ VI-B"). (vi) ICONIQ Strategic Partners VI Co-Invest, L.P. (Series NS) a Delaware series limited partnership ("ICONIQ VI Co-Invest NS" and together with ICONIQ VI, ICONIQ VI-B and ICONIQ VI Co-Invest NS, the "ICONIQ VI Funds"). (vii) ICONIQ Strategic Partners II GP, L.P., a Cayman Islands exempted limited partnership ("ICONIQ II GP"), the sole general partner of the ICONIQ II Funds. (viii) ICONIQ Strategic Partners VI GP, L.P., a Cayman Islands exempted limited partnership ("ICONIQ VI GP"), the sole general partner of the ICONIQ VI Funds. (ix) ICONIQ Strategic Partners II TT GP, Ltd., a Cayman Islands exempted company ("ICONIQ II Parent GP"), the sole general partner of ICONIQ II GP. (x) ICONIQ Strategic Partners VI TT GP, Ltd., a Cayman Islands exempted company ("ICONIQ VI Parent GP"), the sole general partner of ICONIQ VI GP. (xi) Divesh Makan, a citizen of the United States ("Makan"). (xii) William J.G. Griffith, a citizen of the United States ("Griffith"), together with Makan, are the sole equity holders of ICONIQ II Parent GP. (xiii) Matthew Jacobson, a citizen of the United States ("Jacobson"), together with Makan and Griffith, are the sole equity holders of ICONIQ VI Parent GP. The address of the principal business office of each of the reporting persons is c/o ICONIQ Capital, 50 Beale St., Ste. 2300, San Francisco, CA 94105. See Item 2(a) above. Y (i) ICONIQ II directly owns 13,169,285 shares of Class A Common Stock, which represents approximately 5.7% of the outstanding Class A Common Stock. (ii) ICONIQ II-B directly owns 10,308,897 shares of Class A Common Stock, which represents approximately 4.5% of the outstanding Class A Common Stock. (iii) ICONIQ II Co-Invest NS directly owns 2,339,380 shares of Class A Common Stock, which represents approximately 1.0% of the outstanding Class A Common Stock. (iv) ICONIQ II GP may be deemed to beneficially own an aggregate of 25,817,562 shares of Class A Common Stock held by the ICONIQ II Funds, which represents approximately 11.2% of the outstanding Class A Common Stock. (v) ICONIQ II Parent GP may be deemed to beneficially own an aggregate of 25,817,562 shares of Class A Common Stock held by the ICONIQ II Funds, which represents approximately 11.2% of the outstanding Class A Common Stock. (vi) ICONIQ VI directly owns 8,723,318 shares of Class A Common Stock, which represents approximately 3.8% of the outstanding Class A Common Stock. (vii) ICONIQ VI-B directly owns 12,854,199 shares of Class A Common Stock, which represents approximately 5.6% of the outstanding Class A Common Stock. (viii) ICONIQ VI Co-Invest NS directly owns 18,872,434 shares of Class A Common Stock, which represents approximately 8.2% of the outstanding Class A Common Stock. (ix) ICONIQ VI GP may be deemed to beneficially own an aggregate of 40,449,951 shares of Class A Common Stock held by the ICONIQ VI Funds, which represents approximately 17.5% of the outstanding Class A Common Stock. (x) ICONIQ VI Parent GP may be deemed to beneficially own an aggregate of 40,449,951 shares of Class A Common Stock held by the ICONIQ VI Funds, which represents approximately 17.5% of the outstanding Class A Common Stock. (xi) Makan may be deemed to beneficially own an aggregate of 66,267,513 shares of Class A Common Stock held by the ICONIQ II Funds and the ICONIQ VI Funds, which represents approximately 28.7% of the outstanding Class A Common Stock. (xii) Griffith may be deemed to beneficially own an aggregate of 66,267,513 shares of Class A Common Stock, which represents approximately 28.7% of the outstanding Class A Common Stock. (xiii) Jacobson may be deemed to beneficially own an aggregate of 40,449,951 shares of Class A Common Stock held by the ICONIQ VI Funds, which represents approximately 17.5% of the outstanding Class A Common Stock. See Item 4(a) above. The percent of class was based upon 231,167,738 shares of Class A Common Stock outstanding, as reported by the Issuer in its Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 31, 2026. ICONIQ II: 13,169,285 shares of Class A Common Stock ICONIQ II-B: 10,308,897 shares of Class A Common Stock ICONIQ II Co-Invest NS: 2,339,380 shares of Class A Common Stock ICONIQ II GP: 25,817,562 shares of Class A Common Stock ICONIQ II Parent GP: 25,817,562 shares of Class A Common Stock ICONIQ VI: 8,723,318 shares of Class A Common Stock ICONIQ VI-B: 12,854,199 shares of Class A Common Stock ICONIQ VI Co-Invest NS: 18,872,434 shares of Class A Common Stock ICONIQ VI GP: 40,449,951 shares of Class A Common Stock ICONIQ VI Parent GP: 40,449,951 shares of Class A Common Stock Makan: 66,267,513 shares of Class A Common Stock Griffith: 66,267,513 shares of Class A Common Stock Jacobson: 40,449,951 shares of Class A Common Stock N/A ICONIQ II: 13,169,285 shares of Class A Common Stock ICONIQ II-B: 10,308,897 shares of Class A Common Stock ICONIQ II Co-Invest NS: 2,339,380 shares of Class A Common Stock ICONIQ II GP: 25,817,562 shares of Class A Common Stock ICONIQ II Parent GP: 25,817,562 shares of Class A Common Stock ICONIQ VI: 8,723,318 shares of Class A Common Stock ICONIQ VI-B: 12,854,199 shares of Class A Common Stock ICONIQ VI Co-Invest NS: 18,872,434 shares of Class A Common Stock ICONIQ VI GP: 40,449,951 shares of Class A Common Stock ICONIQ VI Parent GP: 40,449,951 shares of Class A Common Stock Makan: 66,267,513 shares of Class A Common Stock Griffith: 66,267,513 shares of Class A Common Stock Jacobson: 40,449,951 shares of Class A Common Stock N/A Y Y Y N The Reporting Persons expressly disclaim membership in a "group" as used in Rule 13d-5(b)(1). Y Y ICONIQ Strategic Partners II, L.P. /s/ Kevin Foster 05/15/2026 ICONIQ Strategic Partners II-B, L.P. /s/ Kevin Foster 05/15/2026 ICONIQ Strategic Partners II Co-Invest, L.P. (Series NS) /s/ Kevin Foster 05/15/2026 ICONIQ Strategic Partners II GP, L.P. /s/ Kevin Foster 05/15/2026 ICONIQ Strategic Partners II TT GP, Ltd. /s/ Kevin Foster 05/15/2026 ICONIQ Strategic Partners VI, L.P. /s/ Kevin Foster 05/15/2026 ICONIQ Strategic Partners VI-B, L.P. /s/ Kevin Foster 05/15/2026 ICONIQ Strategic Partners VI Co-Invest, L.P. (Series NS) /s/ Kevin Foster 05/15/2026 ICONIQ Strategic Partners VI GP, L.P. /s/ Kevin Foster 05/15/2026 ICONIQ Strategic Partners VI TT GP, Ltd. /s/ Kevin Foster 05/15/2026 Divesh Makan /s/ Divesh Makan 05/15/2026 William J.G. Griffith /s/ William J.G. Griffith 05/15/2026 Matthew Jacobson /s/ Matthew Jacobson 05/15/2026