Statement of Changes in Beneficial Ownership (Form 4)

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

OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response... 0.5

(Print or Type Responses)

1. Name and Address of Reporting Person * Beri Sanjay 2. Issuer Name and Ticker or Trading Symbol Netskope Inc [NTSK] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) __X__ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) CEO and Chairman (Last) (First) (Middle) C/O NETSKOPE, INC., 2445 AUGUSTINE DRIVE, SUITE 301 3. Date of Earliest Transaction (Month/Day/Year) 12/22/2025 (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

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
	Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.		SEC 1474 (9-02)

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

Restricted Stock Units

(1)

12/22/2025

M(2)

5,950,880

(3)

04/14/2032

Class B Common Stock

5,950,880

$ 0

3,077,448

D

Restricted Stock Units

(4)

12/22/2025

M(2)

5,950,880

(5)

(5)

Class B Common Stock

5,950,880

$ 0

5,950,880

D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Beri Sanjay C/O NETSKOPE, INC. 2445 AUGUSTINE DRIVE, SUITE 301 SANTA CLARA, CA 95054	X		CEO and Chairman

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 performance-based RSU, or PSU, represents a contingent right to receive one share of Class B Common Stock.
(2)	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.
(3)	The PSUs require the satisfaction of three vesting requirements in order for the PSUs to vest. The liquidity event requirement was satisfied upon the closing of the Issuer's initial public offering (the "IPO"). The service condition is satisfied in 48 equal monthly installments beginning on September 19, 2025. The market condition is satisfied 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 IPO 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 Issuer's board of directors or board committee, and determined on a prorated basis if the market capitalization is between any two market capitalization milestones.
(4)	Each restricted stock unit, or RSU, represents a contingent right to receive one share of Class B Common Stock.
(5)	The remaining RSUs vest in 45 equal monthly installments beginning on January 19, 2026.

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.