FORM 4 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 that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person * DEL MATTO ANDREW H 2. Issuer Name and Ticker or Trading Symbol Netskope Inc [NTSK] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) Chief Financial Officer (Last) (First) (Middle) C/O NETSKOPE, INC., 2445 AUGUSTINE DRIVE, SUITE 301 3. Date of Earliest Transaction (Month/Day/Year) 11/24/2025 (Street) SANTA CLARA, CA 95054 4. If Amendment, Date Original Filed (Month/Day/Year) 6. Individual or Joint/Group Filing (Check Applicable Line) _X_ Form filed by One Reporting Person ___ Form filed by More than One Reporting Person (City) (State) (Zip) 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 11/24/2025 C 41,493 A (1) 41,493 D

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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 Underlying Securities (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 of Derivative Security: 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

(1)

11/24/2025

C

41,493

(1)

(2)

Class A Common Stock

41,493

$ 0

82,298

D

Restricted Stock Units

(3)

12/22/2025

M(4)

329,566

(5)

01/27/2030

Class B Common Stock

329,566

$ 0

170,434

D

Restricted Stock Units

(6)

12/22/2025

M(4)

329,566

(7)

(7)

Class B Common Stock

329,566

$ 0

329,566

D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
DEL MATTO ANDREW H C/O NETSKOPE, INC. 2445 AUGUSTINE DRIVE, SUITE 301 SANTA CLARA, CA 95054			Chief Financial Officer

Signatures

/s/ James Bushnell, by power of attorney		12/29/2025
**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1)	Each share of Class B Common Stock is convertible into one share of Class A Common Stock at the option of the holder.
(2)	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.
(3)	Each performance-based RSU, or PSU, represents a contingent right to receive one share of Class B Common Stock.
(4)	The PSUs vested upon satisfaction of certain market capitalization milestones and continued employment of the reporting person through such date. Settlement of the vested PSUs is deferred until December 31, 2025.
(5)	The PSUs vest upon the Issuer's achievement of certain market capitalization milestones: 1/3 of the PSUs vest upon the Issuer's achievement of each of a $10 billion market capitalization, $12.5 billion market capitalization, and $15 billion market capitalization. Market capitalization will be measured as of the closing of the Issuer's initial public offering and as of each monthly anniversary thereafter based on the highest 60-day trading average per share ending during the applicable month, as reasonably determined by the board of directors or board committee, and determined on a prorated basis if the market capitalization is between any two market capitalization milestones.
(6)	Each restricted stock unit, or RSU, represents a contingent right to receive one share of Class B Common Stock.
(7)	The RSUs vested upon achievement of the performance metrics described in footnote (5) above.

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