ICONIQ funds shift 42.8M Netskope (NTSK) Class B shares into Class A

Rhea-AI Filing Summary

Netskope Inc major shareholder funds affiliated with ICONIQ Strategic Partners converted an aggregate 42,769,954 shares of Class B Common Stock into the same number of Class A Common Stock on March 13, 2025. These transactions are coded as conversions of derivative securities, not open-market purchases or sales, and carried a stated conversion price of $0.00 per share.

After the conversions, ICONIQ Strategic Partners VI, L.P. held 8,723,318 Class A shares directly, while entities such as ICONIQ Strategic Partners VI-B, L.P. and ICONIQ Strategic Partners VI Co-Invest, L.P. (Series NS) held 12,854,199 and 18,872,434 Class A shares, respectively, through indirect ownership structures.

Each share of Class B Common Stock is convertible at the holder’s option into one share of Class A Common Stock, and all remaining Class B shares automatically convert into Class A on a 1:1 basis on or prior to September 19, 2035 under Netskope’s amended and restated certificate of incorporation.

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

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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^*

ICONIQ Strategic Partners VI, L.P.

(Last) (First) (Middle)

C/O ICONIQ CAPITAL

50 BEALE ST., STE. 2300

(Street)

SAN FRANCISCO CA 94105

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

3. Date of Earliest Transaction (Month/Day/Year)
03/13/2026

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

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

	Form filed by One Reporting Person
X	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)
			Code	V	Amount	(A) or (D)	Price
Class A Common Stock	03/13/2026		C(1)		8,127,540	A	(2)	8,723,318	D(3)(4)
Class A Common Stock	03/13/2026		C(5)		11,976,293	A	(2)	12,854,199	I(3)(4)	ICONIQ Strategic Partners VI-B, L.P.
Class A Common Stock	03/13/2026		C(6)		18,872,434	A	(2)	18,872,434	I(3)(4)	ICONIQ Strategic Partners VI Co-Invest, L.P. (Series NS)
Class A Common Stock	03/13/2026		C(7)		1,931,110	A	(2)	13,169,285	I(3)(4)	ICONIQ Strategic Partners II, L.P.
Class A Common Stock	03/13/2026		C(8)		1,511,670	A	(2)	10,308,897	I(3)(4)	ICONIQ Strategic Partners II-B, L.P.
Class A Common Stock	03/13/2026		C(9)		350,907	A	(2)	2,339,380	I(3)(4)	ICONIQ Strategic Partners II Co-Invest, L.P. (Series NS)

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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Class B Common Stock	(2)	03/13/2026		C(1)			8,127,540	(10)	(10)	Class A Common Stock	8,127,540	$0	0	D(3)(4)
Class B Common Stock	(2)	03/13/2026		C(5)			11,976,293	(10)	(10)	Class A Common Stock	11,976,293	$0	0	I(3)(4)	ICONIQ Strategic Partners VI-B, L.P.
Class B Common Stock	(2)	03/13/2026		C(6)			18,872,434	(10)	(10)	Class A Common Stock	18,872,434	$0	0	I(3)(4)	ICONIQ Strategic Partners VI Co-Invest, L.P. (Series NS)
Class B Common Stock	(2)	03/13/2026		C(7)			1,931,110	(10)	(10)	Class A Common Stock	1,931,110	$0	0	I(3)(4)	ICONIQ Strategic Partners II, L.P.
Class B Common Stock	(2)	03/13/2026		C(8)			1,511,670	(10)	(10)	Class A Common Stock	1,511,670	$0	0	I(3)(4)	ICONIQ Strategic Partners II-B, L.P.
Class B Common Stock	(2)	03/13/2026		C(9)			350,907	(10)	(10)	Class A Common Stock	350,907	$0	0	I(3)(4)	ICONIQ Strategic Partners II Co-Invest, L.P. (Series NS)

1. Name and Address of Reporting Person^*

ICONIQ Strategic Partners VI, L.P.

(Last) (First) (Middle)

C/O ICONIQ CAPITAL

50 BEALE ST., STE. 2300

(Street)

SAN FRANCISCO CA 94105

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

ICONIQ Strategic Partners VI-B, L.P.

(Last) (First) (Middle)

C/O ICONIQ CAPITAL

50 BEALE STREET, SUITE 2300

(Street)

SAN FRANCISCO CA 94105

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

ICONIQ Strategic Partners VI Co-Invest, L.P. (Series NS)

(Last) (First) (Middle)

C/O ICONIQ CAPITAL

50 BEALE STREET, SUITE 2300

(Street)

SAN FRANCISCO CA 94105

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

ICONIQ Strategic Partners VI GP, L.P.

(Last) (First) (Middle)

C/O ICONIQ CAPITAL

50 BEALE STREET, SUITE 2300

(Street)

SAN FRANCISCO CA 94105

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

ICONIQ Strategic Partners VI TT GP, Ltd.

(Last) (First) (Middle)

C/O ICONIQ CAPITAL

50 BEALE STREET, SUITE 2300

(Street)

SAN FRANCISCO CA 94105

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

ICONIQ STRATEGIC PARTNERS II, L.P.

(Last) (First) (Middle)

C/O ICONIQ CAPITAL

50 BEALE STREET, SUITE 2300

(Street)

SAN FRANCISCO CA 94105

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

ICONIQ STRATEGIC PARTNERS II-B, L.P.

(Last) (First) (Middle)

C/O ICONIQ CAPITAL

50 BEALE STREET, SUITE 2300

(Street)

SAN FRANCISCO CA 94105

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

ICONIQ Strategic Partners II Co-Invest, L.P. (Series NS)

(Last) (First) (Middle)

C/O ICONIQ CAPITAL

50 BEALE STREET, SUITE 2300

(Street)

SAN FRANCISCO CA 94105

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

ICONIQ Strategic Partners II GP, L.P.

(Last) (First) (Middle)

C/O ICONIQ CAPITAL

50 BEALE STREET, SUITE 2300

(Street)

SAN FRANCISCO CA 94105

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

ICONIQ Strategic Partners II TT GP, Ltd

(Last) (First) (Middle)

C/O ICONIQ CAPITAL

50 BEALE STREET, SUITE 2300

(Street)

SAN FRANCISCO CA 94105

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

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

Explanation of Responses:

1. On March 13, 2025, ICONIQ Strategic Partners VI, L.P. converted in the aggregate 8,127,540 shares of the Issuer's Class B Common Stock into an equal number of shares of the Issuer's Class A Common Stock.

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. ICONIQ 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.

4. (continued) Divesh Makan and William J.G. Griffith are the sole equity holders of ICONIQ Parent GP II and Messrs. Makan, Griffith and Matthew Jacobson are the sole equity holders of ICONIQ Parent GP VI. Each of ICONIQ GP II, ICONIQ Parent GP II, ICONIQ GP VI, ICONIQ Parent GP VI and Messrs. Makan, Griffith and Jacobson disclaims beneficial ownership of the securities reported herein for purposes of Section 16 of the Exchange Act, except to the extent of its or his pecuniary interest therein, if any. This report shall not be deemed an admission that any of the Reporting Persons is a beneficial owner of such securities for the purpose of Section 16 of the Exchange Act, or for any other purpose.

5. On March 13, 2025, ICONIQ Strategic Partners VI-B, L.P. converted in the aggregate 11,976,293 shares of the Issuer's Class B Common Stock into an equal number of shares of the Issuer's Class A Common Stock.

6. On March 13, 2025, ICONIQ Strategic Partners VI Co-Invest, L.P. (Series NS) converted in the aggregate 18,872,434 shares of the Issuer's Class B Common Stock into an equal number of shares of the Issuer's Class A Common Stock.

7. On March 13, 2025, ICONIQ Strategic Partners II, L.P. converted in the aggregate 1,931,110 shares of the Issuer's Class B Common Stock into an equal number of shares of the Issuer's Class A Common Stock.

8. On March 13, 2025, ICONIQ Strategic Partners II-B, L.P. converted in the aggregate 1,511,670 shares of the Issuer's Class B Common Stock into an equal number of shares of the Issuer's Class A Common Stock.

9. On March 13, 2025, ICONIQ Strategic Partners II Co-Invest, L.P. (Series NS) converted in the aggregate 350,907 shares of the Issuer's Class B Common Stock into an equal number of shares of the Issuer's Class A Common Stock.

10. 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.

Remarks:

Form 1 of 2: Due to the limitations of the SEC's electronic filing system, this Form 4 is being split into two filings to account for the number of Reporting Persons. Each Form 4 will be filed by Designated Filer ICONIQ Strategic Partners VI, L.P. In addition, William J.G. Griffith is separately filing a Form 4 reporting beneficial ownership of the securities reported herein.

	ICONIQ Strategic Partners VI, L.P., By: ICONIQ Strategic Partners VI GP, L.P., By: ICONIQ Strategic Partners VI TT GP, Ltd., By: Kevin Foster, Title: Head of Strategy, /s/ Kevin Foster	03/17/2026
	ICONIQ Strategic Partners VI-B, L.P., By: ICONIQ Strategic Partners VI GP, L.P., By: ICONIQ Strategic Partners VI TT GP, Ltd., By: Kevin Foster, Title: Head of Strategy, /s/ Kevin Foster	03/17/2026
	ICONIQ Strategic Partners VI Co-Invest, L.P. (Series NS), By: ICONIQ Strategic Partners VI GP, L.P., By: ICONIQ Strategic Partners VI TT GP, Ltd., By: Kevin Foster, Title: Head of Strategy, /s/ Kevin Foster	03/17/2026
	ICONIQ Strategic Partners VI GP, L.P., By: ICONIQ Strategic Partners VI TT GP, Ltd., By: Kevin Foster, Title: Head of Strategy, /s/ Kevin Foster	03/17/2026
	ICONIQ Strategic Partners VI TT GP, Ltd., By: Kevin Foster, Title: Head of Strategy, /s/ Kevin Foster	03/17/2026
	ICONIQ Strategic Partners II, L.P., By: ICONIQ Strategic Partners II GP, L.P., By: ICONIQ Strategic Partners II TT GP, Ltd., By: Kevin Foster, Title: Head of Strategy, /s/ Kevin Foster	03/17/2026
	ICONIQ Strategic Partners II-B, L.P., By: ICONIQ Strategic Partners II GP, L.P., By: ICONIQ Strategic Partners II TT GP, Ltd., By: Kevin Foster, Title: Head of Strategy, /s/ Kevin Foster	03/17/2026
	ICONIQ Strategic Partners II Co-Invest, L.P. (Series NS) , By: ICONIQ Strategic Partners II GP, L.P., By: ICONIQ Strategic Partners II TT GP, Ltd., By: Kevin Foster, Title: Head of Strategy, /s/ Kevin Foster	03/17/2026
	ICONIQ Strategic Partners II GP, L.P., By: ICONIQ Strategic Partners II TT GP, Ltd., By: Kevin Foster, Title: Head of Strategy, /s/ Kevin Foster	03/17/2026
	ICONIQ Strategic Partners II TT GP, Ltd., By: Kevin Foster, Title: Head of Strategy, /s/ Kevin Foster	03/17/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What did ICONIQ funds do in Netskope (NTSK) on March 13, 2025?

ICONIQ-affiliated funds converted 42,769,954 Netskope Class B shares into the same number of Class A shares. These were derivative conversions at a stated price of $0.00 per share, not open-market purchases or sales.

How many Netskope Class A shares does ICONIQ Strategic Partners VI, L.P. now hold?

ICONIQ Strategic Partners VI, L.P. holds 8,723,318 Netskope Class A Common shares after converting 8,127,540 Class B shares. This position is reported as directly owned following the March 13, 2025 conversion event.

What are the holdings of ICONIQ Strategic Partners VI-B, L.P. in Netskope (NTSK)?

ICONIQ Strategic Partners VI-B, L.P. holds 12,854,199 Netskope Class A Common shares after converting 11,976,293 Class B shares. The ownership is reported as indirect, reflecting its partnership structure disclosed in the filing footnotes.

How does Netskope’s Class B stock convert into Class A stock?

Each Netskope Class B Common share is convertible into one Class A share at the holder’s option. All remaining Class B shares automatically convert into Class A on a 1:1 basis on or prior to September 19, 2035, under the company’s charter.

Were there any open-market buys or sells by ICONIQ in this Netskope Form 4?

No open-market buys or sells are reported. All transactions are coded as “C” derivative conversions, where Class B Common Stock converted into an equal number of Class A shares at a stated conversion price of $0.00 per share.

Which other ICONIQ funds reported new Netskope Class A positions?

ICONIQ Strategic Partners II, L.P., II-B, L.P., and II Co-Invest, L.P. (Series NS) reported Class A holdings of 13,169,285, 10,308,897 and 2,339,380 shares, respectively, following conversions of previously held Class B Common Stock.