ICONIQ funds tied to Netskope (NTSK) convert Class B into Class A

Rhea-AI Filing Summary

Netskope Inc director-affiliated ICONIQ funds converted Class B shares into Class A shares. On March 13, several ICONIQ Strategic Partners entities reported code C transactions, reflecting derivative conversions rather than open-market buying or selling.

The conversions were on a 1:1 basis, moving holdings from Class B Common Stock into Class A Common Stock. Examples include 8,127,540 shares converted by ICONIQ Strategic Partners VI, L.P. and 11,976,293 shares by ICONIQ Strategic Partners VI-B, L.P. The reporting person disclaims beneficial ownership except for any pecuniary interest.

Insider Trade Summary

42,769,954 shares exercised/converted

Mixed 12 txns

Insider Griffith William J.G.

Role Director

Type	Security	Shares	Price	Value
Conversion	Class B Common Stock	8,127,540	$0.00	--
Conversion	Class B Common Stock	11,976,293	$0.00	--
Conversion	Class B Common Stock	18,872,434	$0.00	--
Conversion	Class B Common Stock	1,931,110	$0.00	--
Conversion	Class B Common Stock	1,511,670	$0.00	--
Conversion	Class B Common Stock	350,907	$0.00	--
Conversion	Class A Common Stock	8,127,540	$0.00	--
Conversion	Class A Common Stock	11,976,293	$0.00	--
Conversion	Class A Common Stock	18,872,434	$0.00	--
Conversion	Class A Common Stock	1,931,110	$0.00	--
Conversion	Class A Common Stock	1,511,670	$0.00	--
Conversion	Class A Common Stock	350,907	$0.00	--

Holdings After Transaction: Class B Common Stock — 0 shares (Indirect, ICONIQ Strategic Partners VI, L.P.); Class A Common Stock — 8,723,318 shares (Indirect, ICONIQ Strategic Partners VI, L.P.)

Footnotes (1)

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. Each share of Class B Common Stock is convertible into one share of Class A Common Stock at the option of the holder. 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. (continued) Divesh Makan and the Reporting Person are the sole equity holders of ICONIQ Parent GP II 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 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. 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. 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. 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. 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. 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. 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.

Form 4 Insider Transactions: What Each Field Means →

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^*

Griffith William J.G.

(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)

X	Director		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)

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)
			Code	V	Amount	(A) or (D)	Price
Class A Common Stock	03/13/2026		C(1)		8,127,540	A	(2)	8,723,318	I(3)(4)	ICONIQ Strategic Partners VI, L.P.
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	I(3)(4)	ICONIQ Strategic Partners VI, L.P.
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)

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 the Reporting Person are the sole equity holders of ICONIQ Parent GP II 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 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.

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.

	/s/ William J.G. Griffith	03/17/2026
	** 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).
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FAQ

What insider activity did Netskope (NTSK) report in this Form 4?

The filing shows ICONIQ Strategic Partners funds converting Netskope Class B Common Stock into Class A Common Stock. These are code C derivative conversions, meaning structural share class changes, not open-market purchases or sales of new shares.

How many Netskope Class B shares were converted by ICONIQ Strategic Partners VI funds?

ICONIQ Strategic Partners VI, L.P. converted 8,127,540 Class B shares into the same number of Class A shares. ICONIQ Strategic Partners VI-B, L.P. converted 11,976,293 Class B shares, also on a one-for-one basis into Class A Common Stock.

What does a code C ‘Conversion of derivative security’ mean for Netskope (NTSK)?

Code C indicates a conversion of one security into another, here Class B into Class A shares. It reflects a change in share class, not a market trade, so it does not represent traditional buying or selling activity in Netskope stock.

Which entities affiliated with Netskope’s reporting person were involved in these conversions?

Entities include ICONIQ Strategic Partners VI, L.P., ICONIQ Strategic Partners VI-B, L.P., ICONIQ Strategic Partners VI Co-Invest, L.P. (Series NS), ICONIQ Strategic Partners II, L.P., II-B, L.P. and II Co-Invest, L.P. (Series NS), all converting Class B into Class A shares.

Does the Netskope reporting person claim full beneficial ownership of these converted shares?

No. The reporting person disclaims beneficial ownership of the securities reported, except to the extent of any pecuniary interest. The shares are held by various ICONIQ Strategic Partners funds, with general partner structures detailed in the footnotes.

What is the conversion ratio between Netskope Class B and Class A shares?

Each share of Netskope Class B Common Stock converts into one Class A share. Footnotes state the Class B shares are convertible on a 1:1 basis into Class A Common Stock, consistent with the company’s amended and restated certificate of incorporation.