CPP Investment Board reports 8.96M convertible shares in Netskope (NTSK)

Rhea-AI Filing Summary

Netskope Inc disclosure: Canada Pension Plan Investment Board reports beneficial ownership of 8,960,263 Class B Shares, each convertible into one Class A share, representing 3.7% of Class A on a fully converted basis. Item 11 states this percent is calculated using 231,167,738 Class A Shares outstanding as of March 24, 2026 plus the 8,960,263 assumed conversions. The filing is an amendment to a Schedule 13G and cites a power of attorney in Exhibit 99.1.

Insights

Institutional Ownership Analyst

Large passive holder reports convertible Class B stake of 8.96M shares (3.7%).

Canada Pension Plan Investment Board lists 8,960,263 Class B Shares convertible into Class A shares. The filing calculates 3.7% based on 231,167,738 Class A Shares outstanding as of March 24, 2026 plus the convertible shares.

Cash‑flow treatment and any plans to convert or sell are not stated; subsequent filings would disclose changes in percent ownership or conversions.

Corporate Governance Specialist

Amendment clarifies beneficial ownership and voting/dispositive power.

The report lists sole voting and dispositive power for 8,960,263 shares and includes an Exhibit 99.1 power of attorney reference. Item 4 points readers to the filing for voting and disposition breakdowns.

Ownership is presented on a fully converted basis; any governance impact depends on conversion or transfers disclosed in future filings.

Key Figures

Class B Shares reported: 8,960,263 shares Fully converted ownership: 3.7% Class A Shares outstanding: 231,167,738 shares +1 more

4 metrics

Class B Shares reported 8,960,263 shares Held by Canada Pension Plan Investment Board

Fully converted ownership 3.7% Calculated in Item 11 on filing

Class A Shares outstanding 231,167,738 shares Outstanding as of <date>March 24, 2026</date>

Form type Schedule 13G/A Amendment No. 1 to prior filing

Key Terms

Class B Shares convertible, Beneficial ownership, Schedule 13G/A

3 terms

Class B Shares convertible market

"Each Class B Share is convertible into one share of class A common stock"

Beneficial ownership regulatory

"Amount beneficially owned: See Item 9 on page 2"

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.

Schedule 13G/A regulatory

"Amendment No. 1 ) Netskope Inc ... SCHEDULE 13G/A"

A Schedule 13G/A is an amended public filing with the U.S. securities regulator that updates a previous Schedule 13G, disclosing when an individual or group holds a substantial (typically over 5%) stake in a company and is claiming a passive, non‑controlling intent. Investors monitor these updates because rising or falling holdings can signal changing confidence, potential future moves, or shifts in voting power — like watching a public ledger where large shareholders quietly adjust their positions.

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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

(Title of Class of Securities)

64119N608

(CUSIP Number)

03/31/2026

(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)

schemaVersion:

SCHEDULE 13G

CUSIP Number(s): 64119N608

1

Names of Reporting Persons

Canada Pension Plan Investment Board

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

CANADA (FEDERAL LEVEL)

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 8,960,263.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 8,960,263.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

8,960,263.00

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)

3.7 %

12

Type of Reporting Person (See Instructions)

FI

Comment for Type of Reporting Person: The securities reported in items 5, 7 and 9 consist of 8,960,263 shares of class B common stock ("Class B Shares") of Netskope, Inc (the "Issuer"). Each Class B Share is convertible into one share of class A common stock ("Class A Shares") of the Issuer at the option of the holder. Item 11 is calculated based on a total of 231,167,738 Class A Shares outstanding as of March 24, 2026, as disclosed in the Issuer's Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 31, 2026 plus 8,960,263 additional Class A Shares assuming conversion of the 8,960,263 Class B Shares held by Canada Pension Plan Investment Board.

SCHEDULE 13G

Item 1.
(a)	Name of issuer: Netskope Inc
(b)	Address of issuer's principal executive offices: 2445 Augustine Drive, Suite 301, Santa Clara, California 95054
Item 2.
(a)	Name of person filing: Canada Pension Plan Investment Board
(b)	Address or principal business office or, if none, residence: One Queen Street East, Suite 2500, Toronto, Ontario, M5C 2W5 Canada
(c)	Citizenship: Canada
(d)	Title of class of securities: Class A 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: See Item 9 on page 2.
(b)	Percent of class: See Item 11 on page 2.
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: See Item 5 on page 2.
	(ii) Shared power to vote or to direct the vote: See Item 6 on page 2.
	(iii) Sole power to dispose or to direct the disposition of: See Item 7 on page 2.
	(iv) Shared power to dispose or to direct the disposition of: See Item 8 on page 2.
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:
	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.

Canada Pension Plan Investment Board

Signature:	/s/ Pierre Abinakle
Name/Title:	Managing Director, Head of Compliance
Date:	05/15/2026

Comments accompanying signature: See Exhibit 99.1 Power of Attorney of Canada Pension Plan Investment Board.

Exhibit Information

See Exhibit 99.1 Power of Attorney of Canada Pension Plan Investment Board (incorporated by reference to Exhibit 99.1 of the Schedule 13G filed by Canada Pension Plan Investment Board in respect of the Issuer on March 18, 2026).

FAQ

What stake does Canada Pension Plan Investment Board hold in Netskope (NTSK)?

They report beneficial ownership of 8,960,263 Class B Shares, each convertible into one Class A share, representing 3.7% on a fully converted basis using the filing's math.

How did the filing calculate the 3.7% ownership figure for NTSK?

Item 11 calculates 3.7% using 231,167,738 Class A Shares outstanding as of March 24, 2026 plus the 8,960,263 convertible Class B Shares held by the reporting entity.

Does the filing state who has voting or dispositive power over the reported shares?

Yes; the filing lists sole voting power and sole dispositive power of 8,960,263 shares for the reporting entity as shown in Item 5 and Item 7.

Is the ownership reported on a converted basis or only as Class B shares?

The report lists the holdings as 8,960,263 Class B Shares and states each is convertible into one Class A share, with the percentage shown on a fully converted basis.

Does the filing indicate any planned sale or conversion of the shares?

The amendment does not state any planned sales or conversions; it provides current beneficial ownership and cites an Exhibit 99.1 power of attorney without transaction plans.