ICONIQ funds shift Netskope (NTSK) Class B holdings into Class A stock

Rhea-AI Filing Summary

Netskope Inc received a Form 4 showing that investment entities affiliated with ICONIQ converted multiple blocks of Class B Common Stock into Class A Common Stock through derivative conversions. The filing reports conversions including 8,127,540 shares by ICONIQ Strategic Partners VI, L.P., 11,976,293 shares by ICONIQ Strategic Partners VI-B, L.P., and 18,872,434 shares by ICONIQ Strategic Partners VI Co-Invest, L.P. (Series NS), all on a one-for-one basis into Class A shares. Additional conversions were reported 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). The Class B positions shown in the filing were reduced to zero as they were fully converted, and the reporting persons disclaim beneficial ownership except to the extent of any pecuniary interest.

Insights

Equity structure analyst

ICONIQ funds convert Netskope Class B shares into standard Class A stock.

The Form 4 shows several ICONIQ-managed funds converting Class B Common Stock of Netskope Inc into Class A Common Stock on a one-for-one basis. The transaction code C and descriptions label these as derivative conversions, not open-market purchases or sales.

The derivative transaction summary lists six derivative exercises totaling 42,769,954 shares, matching the aggregate Class B blocks converted into Class A. Class B positions in this filing drop to zero, while new or increased Class A balances appear for each ICONIQ vehicle.

Because there are no reported sales and net buy/sell shares are neutral, this looks like a capital structure clean-up rather than a change in economic exposure. Footnotes also state that various general partner entities and individuals such as Divesh Makan and Matthew Jacobson disclaim beneficial ownership beyond any pecuniary interest.

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
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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	$0.00	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	$0.00	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	$0.00	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	$0.00	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	$0.00	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	$0.00	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^*

Makan Divesh

(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^*

Jacobson Matthew

(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 2 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
	/s/ Divesh Makan	03/17/2026
	/s/ Matthew Jacobson	03/17/2026
	** Signature of Reporting Person	Date
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FAQ

What insider transaction did ICONIQ report for Netskope (NTSK)?

ICONIQ-affiliated funds reported converting large blocks of Netskope Class B Common Stock into Class A Common Stock. These are coded as derivative conversions, not open‑market trades, so they change share class but do not reflect new buying or selling activity.

How many Netskope Class B shares were converted into Class A in this Form 4?

The transaction summary shows six derivative exercises totaling 42,769,954 shares. Footnotes detail major blocks such as 8,127,540, 11,976,293 and 18,872,434 Class B shares, each converted into an equal number of Class A Common Stock on a one‑for‑one basis.

Did ICONIQ buy or sell Netskope (NTSK) shares in the market?

No open‑market buys or sells are reported. All transactions are coded C for conversion of derivative securities, moving holdings from Class B to Class A Common Stock. The net buy/sell direction in the summary is neutral, indicating no market purchases or sales.

Which ICONIQ entities hold Netskope Class A shares after the conversions?

Post‑conversion, Class A Common Stock positions are reported for entities including 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), each with updated share counts.

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

Each share of Netskope Class B Common Stock converts into one share of Class A Common Stock. A footnote states that Class B is convertible into Class A on a 1:1 basis, and that Class B automatically converts into Class A by a specified future date.

Do the individuals reporting this Netskope Form 4 claim full beneficial ownership?

No. A footnote explains that general partner entities and individuals such as Divesh Makan, William J.G. Griffith and Matthew Jacobson disclaim beneficial ownership of the reported securities, except to the extent of any pecuniary interest they may have in the ICONIQ investment vehicles.