T. Rowe Price (NTSK) reports 3.56M-share, 4.2% Netskope stake

Rhea-AI Filing Summary

Netskope Inc. Class A reported an updated institutional ownership filing showing that T. Rowe Price Investment Management, Inc. beneficially owns 3,556,583 shares of its common stock, representing 4.2% of the class as of 12/31/2025.

T. Rowe Price Investment Management has sole power to vote 3,548,546 of these shares and sole power to dispose of all 3,556,583 shares, with no shared voting or dispositive power. The firm states the position is held in the ordinary course of business and not for the purpose of changing or influencing control of Netskope.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 1)

NETSKOPE INC-CL A

(Name of Issuer)

COMMON STOCK

(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

T. Rowe Price Investment Management, Inc.

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

MARYLAND

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 3,548,546.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 3,556,583.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

3,556,583.00

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)

4.2 %

12

Type of Reporting Person (See Instructions)

IA

SCHEDULE 13G

Item 1.
(a)	Name of issuer: NETSKOPE INC-CL A
(b)	Address of issuer's principal executive offices: 2445 AUGUSTINE DRIVE, 3RD FLOOR, SANTA CLARA, CA, 95054
Item 2.
(a)	Name of person filing: T. Rowe Price Investment Management, Inc.
(b)	Address or principal business office or, if none, residence: 1307 Point Street, Baltimore, MD 21231
(c)	Citizenship: Maryland
(d)	Title of class of securities: COMMON STOCK
(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: 3556583
(b)	Percent of class: 4.2 %
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: 3548546
	(ii) Shared power to vote or to direct the vote: 0
	(iii) Sole power to dispose or to direct the disposition of: 3556583
	(iv) Shared power to dispose or to direct the disposition of: 0
Item 5.	Ownership of 5 Percent or Less of a Class.
	Ownership of 5 percent or less of a class
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:

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11. T. Rowe Price Investment Management, Inc. hereby declares and affirms that the filing of Schedule 13G shall not be construed as an admission that Price Investment Management is the beneficial owner of the securities referred to, which beneficial ownership is expressly denied.

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.

T. Rowe Price Investment Management, Inc.

Signature:	Ellen York
Name/Title:	Vice President
Date:	02/17/2026

FAQ

What percentage of NETSKOPE INC-CL A (NTSK) shares does T. Rowe Price hold?

T. Rowe Price Investment Management, Inc. holds 4.2% of Netskope’s Class A common stock. The filing reports beneficial ownership of 3,556,583 shares, giving the firm a mid-single-digit institutional stake in the company as of the stated date.

How many NETSKOPE INC-CL A (NTSK) shares are beneficially owned by T. Rowe Price?

T. Rowe Price Investment Management, Inc. beneficially owns 3,556,583 Netskope Class A shares. The Schedule 13G/A also notes sole voting power over 3,548,546 shares and sole dispositive power over all 3,556,583 shares, with no shared powers reported.

Does T. Rowe Price share voting power over its NETSKOPE INC-CL A (NTSK) position?

No, T. Rowe Price reports only sole voting and dispositive power over its Netskope shares. The filing lists sole voting power for 3,548,546 shares and sole dispositive power for 3,556,583 shares, with shared voting and shared dispositive power both reported as zero.

Is T. Rowe Price’s NETSKOPE INC-CL A (NTSK) stake intended to influence control of the company?

The filing states the stake is not held to change or influence control of Netskope. T. Rowe Price certifies the securities were acquired and are held in the ordinary course of business, not in connection with any control-related transaction or campaign.

Why did T. Rowe Price file an amended Schedule 13G/A for NETSKOPE INC-CL A (NTSK)?

The amended Schedule 13G/A updates T. Rowe Price’s beneficial ownership in Netskope. It reflects current holdings of 3,556,583 shares (4.2% of the class) and confirms the position is held in the ordinary course, without the purpose of influencing corporate control.

Who signed the T. Rowe Price ownership filing for NETSKOPE INC-CL A (NTSK)?

The ownership statement was signed by Ellen York, Vice President of T. Rowe Price Investment Management, Inc. The signature section certifies that, after reasonable inquiry, the information reported about Netskope share ownership is true, complete, and correct.