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Netskope: ICONIQ partnership distributes 3.09M shares

The reported shares were held through the partnerships; the reporting person disclaimed beneficial ownership except to the extent of any pecuniary interest.

(Neutral)
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Netskope Inc (symbol: NTSK) is the issuer of record for a Form 4 filing submitted to the SEC. Griffith William J.G. reported disposition transactions in this Form 4 filing.

Netskope Inc (NTSK) reports that ICONIQ Strategic Partners II, L.P. distributed 3,085,037 shares and ICONIQ Strategic Partners II-B, L.P. distributed 2,414,963 shares of Class A Common Stock on September 22, 2026, for no consideration. The partnerships reported post-distribution holdings of 6,999,211 and 5,478,971 shares, respectively. William J.G. Griffith, a director and 10% owner, reported the transactions as indirect entity holdings and disclaimed beneficial ownership except for any pecuniary interest.

Positive

  • None.

Negative

  • None.
Insider Griffith William J.G.
Role Director, 10% Owner
Type Security Shares Price Value
Other Class A Common Stock F1, F2, F3 3,085,037 -- --
Other Class A Common Stock F4, F2, F3 2,414,963 -- --
holding Class A Common Stock F2, F3 -- -- --
holding Class A Common Stock F2, F3 -- -- --
holding Class A Common Stock F2, F3 -- -- --
holding Class A Common Stock F2, F3 -- -- --
holding Class A Common Stock F2, F3 -- -- --
holding Class A Common Stock F5 -- -- --
Holdings After Transaction: Class A Common Stock — 6,999,211 shares (Indirect, ICONIQ Strategic Partners II, L.P.); Class A Common Stock — 5,478,971 shares (Indirect, ICONIQ Strategic Partners II-B, L.P.); Class A Common Stock — 2,339,380 shares (Indirect, ICONIQ Strategic Partners II Co-Invest, L.P. (Series NS)); Class A Common Stock — 8,723,318 shares (Indirect, ICONIQ Strategic Partners VI, L.P.); Class A Common Stock — 12,854,199 shares (Indirect, ICONIQ Strategic Partners VI-B, L.P.); Class A Common Stock — 18,872,434 shares (Indirect, ICONIQ Strategic Partners VI Co-Invest, L.P. (Series NS)); Class A Common Stock — 916,690 shares (Indirect, ICONIQ Strategic Partners VIII Holdings, L.P.); Class A Common Stock — 1,167,726 shares (Direct)
Footnotes (5)
  1. F1. On September 22, 2026, ICONIQ Strategic Partners II, L.P. distributed, for no consideration, in the aggregate 3,085,037 shares of the Issuer's Class A Common Stock (the "ICONIQ II Shares") to its limited partners and to ICONIQ Strategic Partners II GP, L.P. ("ICONIQ GP II"), representing each such partner's pro rata interest in such ICONIQ II Shares. On the same date, ICONIQ GP II distributed, for no consideration, the ICONIQ II Shares it received in the distribution by ICONIQ II to its partners, representing each such partner's pro rata interest in such ICONIQ II Shares. All of the aforementioned distributions were made in accordance with the exemptions afforded by Rules 16a-13 and 16a-9 of the Securities Exchange Act of 1934, as amended (the "Exchange Act").
  2. F2. 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.
  3. 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 its or 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.
  4. F4. On September 22, 2026, ICONIQ Strategic Partners II-B, L.P. distributed, for no consideration, in the aggregate 2,414,963 shares of the Issuer's Class A Common Stock (the "ICONIQ II-B Shares") to its limited partners and to ICONIQ GP II, representing each such partner's pro rata interest in such ICONIQ II-B Shares. On the same date, ICONIQ GP II distributed, for no consideration, the ICONIQ II-B Shares it received in the distribution by ICONIQ II-B to its partners, representing each such partner's pro rata interest in such ICONIQ II-B Shares. All of the aforementioned distributions were made in accordance with the exemptions afforded by Rules 16a-13 and 16a-9 of the Exchange Act.
  5. F5. The shares are held by the Reporting Person through his family trust of which he is a trustee and another estate planning trust having an independent trustee. Includes an aggregate of 583,863 ICONIQ II Shares and ICONIQ II-B Shares received in the distributions described herein. The Reporting Person disclaims beneficial ownership of the shares held by such trusts 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.
Shares distributed by ICONIQ Strategic Partners II, L.P. 3,085,037 shares Class A Common Stock distributed September 22, 2026, for no consideration
Shares distributed by ICONIQ Strategic Partners II-B, L.P. 2,414,963 shares Class A Common Stock distributed September 22, 2026, for no consideration
Post-distribution holdings of ICONIQ Strategic Partners II, L.P. 6,999,211 shares After the September 22, 2026 distribution
Post-distribution holdings of ICONIQ Strategic Partners II-B, L.P. 5,478,971 shares After the September 22, 2026 distribution
Shares held through trusts 1,167,726 shares Reported after the transactions; includes 583,863 ICONIQ II and II-B shares received in the distributions
pro rata interest financial
"representing each such partner's pro rata interest"
pecuniary interest regulatory
"except to the extent of its or his pecuniary interest therein, if any"
beneficial ownership regulatory
"disclaims beneficial ownership of the securities reported herein"
Beneficial ownership means the person or entity that actually enjoys the benefits of owning shares or other assets — such as receiving dividends, voting rights, or price gains — even if the legal title is held in another name. For investors it matters because knowing who truly controls and profits from a company reveals who can influence decisions, exposes potential conflicts of interest or hidden concentration of power, and affects transparency and risk in the stock.
Rules 16a-13 and 16a-9 regulatory
"exemptions afforded by Rules 16a-13 and 16a-9"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

How many NTSK shares did the ICONIQ partnerships distribute?

ICONIQ Strategic Partners II, L.P. distributed 3,085,037 shares, and ICONIQ Strategic Partners II-B, L.P. distributed 2,414,963 shares, on September 22, 2026, for no consideration.

How many NTSK shares did the two partnerships hold after the distributions?

ICONIQ Strategic Partners II, L.P. reported holding 6,999,211 shares, and ICONIQ Strategic Partners II-B, L.P. reported holding 5,478,971 shares after the September 22, 2026 distributions.

Was the NTSK transaction reported under a Rule 10b5-1 plan?

No Rule 10b5-1 plan is reported for these transactions.

How many NTSK shares were reported through William J.G. Griffith's trusts?

The Form 4 reports 1,167,726 shares held through his family trust and another estate-planning trust; that amount includes 583,863 ICONIQ II and II-B shares received in the distributions.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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SEC Form 4
FORM 4UNITED 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*
Griffith William J.G.

(Last)(First)(Middle)
C/O ICONIQ CAPITAL
50 BEALE ST., STE. 2300

(Street)
SAN FRANCISCO CALIFORNIA 94105

(City)(State)(Zip)

UNITED STATES

(Country)
2. Issuer Name and Ticker or Trading Symbol
Netskope Inc [ NTSK ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
XDirectorX10% Owner
Officer (give title below)Other (specify below)
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
09/22/2026
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)

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)
CodeVAmount(A) or (D)Price
Class A Common Stock09/22/2026J(1)3,085,037D(1)6,999,211I(2)(3)ICONIQ Strategic Partners II, L.P.
Class A Common Stock09/22/2026J(4)2,414,963D(4)5,478,971I(2)(3)ICONIQ Strategic Partners II-B, L.P.
Class A Common Stock2,339,380I(2)(3)ICONIQ Strategic Partners II Co-Invest, L.P. (Series NS)
Class A Common Stock8,723,318I(2)(3)ICONIQ Strategic Partners VI, L.P.
Class A Common Stock12,854,199I(2)(3)ICONIQ Strategic Partners VI-B, L.P.
Class A Common Stock18,872,434I(2)(3)ICONIQ Strategic Partners VI Co-Invest, L.P. (Series NS)
Class A Common Stock916,690I(2)(3)ICONIQ Strategic Partners VIII Holdings, L.P.
Class A Common Stock1,167,726(5)D(5)
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Explanation of Responses:
1. On September 22, 2026, ICONIQ Strategic Partners II, L.P. distributed, for no consideration, in the aggregate 3,085,037 shares of the Issuer's Class A Common Stock (the "ICONIQ II Shares") to its limited partners and to ICONIQ Strategic Partners II GP, L.P. ("ICONIQ GP II"), representing each such partner's pro rata interest in such ICONIQ II Shares. On the same date, ICONIQ GP II distributed, for no consideration, the ICONIQ II Shares it received in the distribution by ICONIQ II to its partners, representing each such partner's pro rata interest in such ICONIQ II Shares. All of the aforementioned distributions were made in accordance with the exemptions afforded by Rules 16a-13 and 16a-9 of the Securities Exchange Act of 1934, as amended (the "Exchange Act").
2. 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.
3. (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 its or 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.
4. On September 22, 2026, ICONIQ Strategic Partners II-B, L.P. distributed, for no consideration, in the aggregate 2,414,963 shares of the Issuer's Class A Common Stock (the "ICONIQ II-B Shares") to its limited partners and to ICONIQ GP II, representing each such partner's pro rata interest in such ICONIQ II-B Shares. On the same date, ICONIQ GP II distributed, for no consideration, the ICONIQ II-B Shares it received in the distribution by ICONIQ II-B to its partners, representing each such partner's pro rata interest in such ICONIQ II-B Shares. All of the aforementioned distributions were made in accordance with the exemptions afforded by Rules 16a-13 and 16a-9 of the Exchange Act.
5. The shares are held by the Reporting Person through his family trust of which he is a trustee and another estate planning trust having an independent trustee. Includes an aggregate of 583,863 ICONIQ II Shares and ICONIQ II-B Shares received in the distributions described herein. The Reporting Person disclaims beneficial ownership of the shares held by such trusts 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.
/s/ William J.G. Griffith09/24/2026
** Signature of Reporting PersonDate
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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)

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