Sanjay Beri reports 28.4% Netskope (NTSK) stake in amended 13G

Rhea-AI Filing Summary

Netskope, Inc. insider Sanjay Beri filed an amended Schedule 13G reporting beneficial ownership of 33,775,721 shares of Netskope Class A common stock on an as-converted basis, representing 28.4 % of the Class A shares outstanding.

The filing shows sole voting power over 11,486,832 shares and shared voting power over 22,288,889 shares, primarily through the 2012 Sanjay Beri and Ava Malla Revocable Trust, where he is trustee. His stake includes Class B shares, stock options, restricted stock units expected to vest within 60 days, and shares subject to an irrevocable proxy under a voting agreement. Class B shares carry 20 votes each and convert into Class A on a 1:1 basis.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 1)

Netskope, Inc.

(Name of Issuer)

Class A Common Stock, $0.0001 par value per share

(Title of Class of Securities)

64119N608

(CUSIP Number)

12/31/2025

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

Rule 13d-1(b)

Rule 13d-1(c)

Rule 13d-1(d)

SCHEDULE 13G

CUSIP No. 64119N608

1

Names of Reporting Persons

Sanjay Beri

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 11,486,832.00
6	Shared Voting Power 22,288,889.00
7	Sole Dispositive Power 3,538,275.00
8	Shared Dispositive Power 22,288,889.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

33,775,721.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

28.4 %

12

Type of Reporting Person (See Instructions)

IN

Comment for Type of Reporting Person: With respect to Rows 5, 7 and 9, includes (i) 1,312,624 shares of Class B common stock held by Sanjay Beri (the "Reporting Person"); (ii) 1,398,055 shares of Class B common stock subject to options exercisable within 60 days of December 31, 2025 and (iii) 827,596 shares of Class B common stock issuable upon vesting of restricted stock units within 60 days of December 31, 2025. In addition, the Reporting Person holds voting power over (i) 5,826,530 shares of Class B common stock and (ii) 2,122,027 shares of Class B common stock that another stockholder of the Issuer has the right to acquire subject to options exercisable or the vesting of restricted stock units within 60 days of December 31, 2025, and over which, under all but certain limited circumstances, the Reporting Person holds an irrevocable proxy, pursuant to a voting agreement between the Reporting Person and such stockholder (the "voting agreement"). With respect to Rows 6, 8 and 9, includes 22,288,889 shares of Class B common stock held by the 2012 Sanjay Beri and Ava Malla Revocable Trust for which the Reporting Person serves as trustee. Pursuant to Rule 13d-3(d)(1)(i), the percentage in Row 11 is calculated using the outstanding shares of Class A common stock only (assuming full conversion of the shares of Class B common stock held of record by the Reporting Person, but not any of the shares of Class B common stock held by any other person). Percentage ownership is calculated based on 85,188,411 shares of Class A common stock of the Issuer outstanding as of December 4, 2025, as reported in the Issuer's Quarterly Report on Form 10-Q for the quarterly period ended October 31, 2025, filed with the Securities and Exchange Commission on December 11, 2025. For purposes hereof, shares reported as beneficially owned by the Reporting Person include shares held by another stockholder of the Issuer or which such other stockholder has the right to acquire within 60 days of December 31, 2025, over which, under all but certain limited circumstances, the Reporting Person holds an irrevocable proxy pursuant to the voting agreement. Each share of Class B common stock is convertible into one share of the Issuer's Class A common stock at the option of the holder and automatically converts 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. Each share of Class A common stock has one vote per share and each share of Class B common stock has 20 votes per share. The rights of the holders of Class A common stock and Class B common stock are identical, except with respect to the aforementioned conversion rights and voting rights.

SCHEDULE 13G

Item 1.
(a)	Name of issuer: Netskope, Inc.
(b)	Address of issuer's principal executive offices: c/o Netskope, Inc. 2445 Augustine Drive, Suite 301, Santa Clara, CA 95054
Item 2.
(a)	Name of person filing: Sanjay Beri
(b)	Address or principal business office or, if none, residence: c/o Netskope, Inc. 2445 Augustine Drive, Suite 301 Santa Clara, CA 95054
(c)	Citizenship: United States of America
(d)	Title of class of securities: Class A Common Stock, $0.0001 par value per share
(e)	CUSIP No.: 64119N608
Item 3.	If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)	Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)	Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)	Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)	Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)	An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)	An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)	A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)	A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)	A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)	A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution:
(k)	Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.	Ownership
(a)	Amount beneficially owned: See Row 9 of cover page.
(b)	Percent of class: See Row 11 of cover page.
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: See Row 5 of cover page for the Reporting Person.
	(ii) Shared power to vote or to direct the vote: See Row 6 of cover page for the Reporting Person.
	(iii) Sole power to dispose or to direct the disposition of: See Row 7 of cover page for the Reporting Person.
	(iv) Shared power to dispose or to direct the disposition of: See Row 8 of cover page for the Reporting Person.
Item 5.	Ownership of 5 Percent or Less of a Class.
	Not Applicable
Item 6.	Ownership of more than 5 Percent on Behalf of Another Person.
	Not Applicable
Item 7.	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
	Not Applicable
Item 8.	Identification and Classification of Members of the Group.
	Not Applicable
Item 9.	Notice of Dissolution of Group.
	Not Applicable

Item 10.	Certifications:
	Not Applicable

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Sanjay Beri

Signature:	/s/ Sanjay Beri
Name/Title:	Sanjay Beri
Date:	02/13/2026

FAQ

How many Netskope (NTSK) shares does Sanjay Beri beneficially own?

Sanjay Beri beneficially owns 33,775,721 Netskope shares on an as-converted Class A basis. This total includes Class B shares, stock options, restricted stock units vesting within 60 days, and shares subject to an irrevocable proxy under a voting agreement.

What percentage of Netskope (NTSK) Class A shares does Sanjay Beri control?

Sanjay Beri reports beneficial ownership of 28.4 % of Netskope’s Class A common stock. This percentage is based on 85,188,411 Class A shares outstanding as of December 4, 2025, assuming conversion of only his Class B shares into Class A.

How is Sanjay Beri’s voting and dispositive power over Netskope (NTSK) shares structured?

He has 11,486,832 shares with sole voting power and 22,288,889 with shared voting power. He holds sole dispositive power over 3,538,275 shares and shared dispositive power over 22,288,889 shares, largely through a revocable trust where he serves as trustee.

What role does the 2012 Sanjay Beri and Ava Malla Revocable Trust play in Netskope (NTSK) ownership?

The 2012 Sanjay Beri and Ava Malla Revocable Trust holds 22,288,889 shares of Netskope Class B common stock. Sanjay Beri serves as trustee, giving him shared voting and shared dispositive power over those shares, which are included in his reported beneficial ownership.

How do Netskope (NTSK) Class A and Class B shares differ for Sanjay Beri’s holdings?

Each Netskope Class B share has 20 votes versus one vote for Class A and is convertible into one Class A share. The economic rights of both classes are identical; differences relate to voting power and automatic conversion by September 19, 2035.

How are options and RSUs included in Sanjay Beri’s Netskope (NTSK) ownership?

His beneficial ownership includes 1,398,055 Class B shares underlying options exercisable within 60 days of December 31, 2025 and 827,596 Class B shares issuable upon RSU vesting within the same 60-day period, consistent with beneficial ownership rules.