Netskope, Inc. passive investors SCGE Fund, L.P., SCGE (LTGP), L.P., SCGE MANAGEMENT, L.P. and SCGE GenPar, Ltd. report beneficial ownership of 10,950,921 shares of Class A Common Stock, representing 4.7% of the class.
This percentage is calculated using 231,167,738 shares outstanding as of March 24, 2026, per the company's Annual Report on Form 10-K for the year ended January 31, 2026. The cover page shows sole voting and dispositive power over the reported shares for each Reporting Person.
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Insights
SCGE-related entities report a passive 4.7% stake in Netskope's Class A stock.
The filing lists 10,950,921 shares held by SCGE Fund, L.P. and related entities, with sole voting and dispositive power shown on the cover page. The stake is below the 5% threshold that typically triggers more extensive disclosure.
Holding size is calculated from 231,167,738 shares outstanding as of March 24, 2026. Subsequent filings will show any material changes in position.
Key Figures
Shares beneficially owned:10,950,921 sharesPercent of class:4.7%Shares outstanding:231,167,738 shares
3 metrics
Shares beneficially owned10,950,921 sharesReported holdings by SCGE-related entities
Percent of class4.7%Percent of Class A Common Stock owned by Reporting Persons
Shares outstanding231,167,738 sharesShares outstanding used for percentage calculation as of March 24, 2026
Key Terms
Schedule 13G/A, Beneficial ownership, Sole dispositive power
3 terms
Schedule 13G/Aregulatory
"Item 1. Name of issuer: Netskope, Inc.; form type referenced on cover"
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.
Beneficial ownershipfinancial
"Item 4. Amount beneficially owned: The information required by Item 4(a) is set forth"
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.
Sole dispositive powerregulatory
"Row 7 | Sole Dispositive Power 10,950,921.00"
Sole dispositive power is the exclusive legal authority to decide what happens to a security — for example, whether to sell, transfer, or retain shares — without needing anyone else’s permission. Investors care because it signals who truly controls the economic outcome of an investment: like holding the only key to a safe, the holder can realize gains or losses and may trigger regulatory reporting, insider rules, or influence over corporate ownership.
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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, par value $0.0001 per share
(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
SCGE Fund, L.P.
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
CAYMAN ISLANDS
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
10,950,921.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
10,950,921.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
10,950,921.00
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)
4.7 %
12
Type of Reporting Person (See Instructions)
PN
SCHEDULE 13G
CUSIP Number(s):
64119N608
1
Names of Reporting Persons
SCGE (LTGP), L.P.
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
CAYMAN ISLANDS
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
10,950,921.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
10,950,921.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
10,950,921.00
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)
4.7 %
12
Type of Reporting Person (See Instructions)
PN
SCHEDULE 13G
CUSIP Number(s):
64119N608
1
Names of Reporting Persons
SCGE MANAGEMENT, L.P.
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
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
10,950,921.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
10,950,921.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
10,950,921.00
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)
4.7 %
12
Type of Reporting Person (See Instructions)
PN
SCHEDULE 13G
CUSIP Number(s):
64119N608
1
Names of Reporting Persons
SCGE GenPar, Ltd.
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
CAYMAN ISLANDS
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
10,950,921.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
10,950,921.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
10,950,921.00
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)
4.7 %
12
Type of Reporting Person (See Instructions)
CO
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:
Each of the following is hereinafter individually referred to as a "Reporting Person" and collectively as the "Reporting Persons." This statement is filed on behalf of:
i. SCGE Fund, L.P.
ii. SCGE (LTGP), L.P.
iii. SCGE MANAGEMENT, L.P.
iv. SCGE GenPar, Ltd.
SCGE (LTGP), L.P. is the general partner of SCGE Fund, L.P. and, as such, may be deemed to beneficially own the shares held by the SCGE (LTGP), L.P. SCGE GenPar, Ltd. is the general partner of SCGE (LTGP), L.P. and, as such, may be deemed to beneficially own the shares owned by SCGE (LTGP), L.P. SCGE MANAGEMENT, L.P., a registered investment adviser under the Investment Advisers Act of 1940, as amended, acts as investment adviser to SCGE (LTGP), L.P.
(b)
Address or principal business office or, if none, residence:
The address of the principal business office of the Reporting Persons is 2800 Sand Hill Road, Suite 101, Menlo Park, CA 94025.
(c)
Citizenship:
See Item 4 of the cover page for each Reporting Person.
(d)
Title of class of securities:
Class A Common Stock, par value $0.0001 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:
The information required by Item 4(a) is set forth in Row 9 of the cover page for each of the Reporting Persons and is incorporated herein by reference.
The percentage set forth in this Schedule 13G is calculated based upon an aggregate of 231,167,738 shares of Class A Common Stock outstanding as of March 24, 2026, as reported in the Company's Annual Report on Form 10-K for the year ended January 31, 2026, filed with the Securities and Exchange Commission on March 31, 2026.
(b)
Percent of class:
4.7%
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
The information required by Item 4(c)(i) is set forth in Row 5 of the cover page for each of the Reporting Persons and is incorporated herein by reference.
(ii) Shared power to vote or to direct the vote:
The information required by Item 4(c)(ii) is set forth in Row 6 of the cover page for each of the Reporting Persons and is incorporated herein by reference.
(iii) Sole power to dispose or to direct the disposition of:
The information required by Item 4(c)(iii) is set forth in Row 7 of the cover page for each of the Reporting Persons and is incorporated herein by reference.
(iv) Shared power to dispose or to direct the disposition of:
The information required by Item 4(c)(iv) is set forth in Row 8 of the cover page for each of the Reporting Persons and is incorporated herein by reference.
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 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.
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.
SCGE-related entities report beneficial ownership of 10,950,921 shares, equal to 4.7% of Class A Common Stock. This percentage uses 231,167,738 shares outstanding as of March 24, 2026 per the company's Form 10-K.
Which entities filed the Schedule 13G/A for NTSK?
The filing was made on behalf of SCGE Fund, L.P.; SCGE (LTGP), L.P.; SCGE MANAGEMENT, L.P.; and SCGE GenPar, Ltd. The cover page identifies the relationships among these entities and their reported holdings.
Does the filing show who controls voting or disposition of the shares?
Yes. The cover page reports that each Reporting Person has sole voting power and sole dispositive power for the 10,950,921 shares shown. Specific power counts appear in Row 5 and Row 7 on the cover page.
What outstanding share base did the filing use to calculate the 4.7% stake?
The percentage is calculated using 231,167,738 shares of Class A Common Stock outstanding as of March 24, 2026, cited from the company's Annual Report on Form 10-K for the year ended January 31, 2026.
Is the reported ownership considered passive under this filing?
The Schedule 13G/A filing form is used for passive investors; the filing states Ownership of 5 percent or less of a class, indicating passive reporting status by the Reporting Persons.
