Netskope, Inc. Schedule 13G/A discloses beneficial ownership positions held by ICONIQ-affiliated funds and related parties, with percentages measured against 231,167,738 shares outstanding as of March 31, 2026. The filing lists consolidated holdings of ICONIQ-affiliated entities and three individuals: Divesh Makan and William J.G. Griffith are each shown as may be deemed to beneficially own 66,267,513 shares (28.7%), and Matthew Jacobson is shown as may be deemed to beneficially own 40,449,951 shares (17.5%). Separate fund-level positions include ICONIQ Strategic Partners VI GP, L.P. with 40,449,951 shares (17.5%), ICONIQ Strategic Partners II GP, L.P. with 25,817,562 shares (11.2%), and other ICONIQ II/VI funds with disclosed individual holdings ranging from 2,339,380 to 18,872,434 shares. The reporting persons expressly disclaim membership in a "group."
Positive
None.
Negative
None.
Insights
ICONIQ-affiliated funds and principals report concentrated Class A holdings representing major voting blocks.
The filing shows consolidated beneficial ownership figures tied to ICONIQ II and ICONIQ VI family of funds and principals, with holdings expressed as exact share counts and percentages based on March 31, 2026. Key figures include 66,267,513 shares (28.7%) attributed to two principals and 40,449,951 shares (17.5%) attributed to ICONIQ VI GP.
Reported powers are exclusively sole voting and dispositive powers for each listed entity. The filing also includes an explicit disclaimer that the reporting persons do not form a "group," which is a legal classification affecting coordinated-actor treatment. Subsequent disclosures or transactions would change these percentages; timing of any such changes is not provided in the excerpt.
Key Figures
Shares outstanding used for calculation:231,167,738 sharesDivesh Makan beneficial ownership:66,267,513 sharesWilliam J.G. Griffith beneficial ownership:66,267,513 shares+3 more
6 metrics
Shares outstanding used for calculation231,167,738 sharesas of March 31, 2026 (per issuer 10-K)
Divesh Makan beneficial ownership66,267,513 sharesreported aggregate held via ICONIQ II and ICONIQ VI funds (28.7%)
William J.G. Griffith beneficial ownership66,267,513 sharesreported aggregate held via ICONIQ II and ICONIQ VI funds (28.7%)
ICONIQ VI GP beneficial ownership40,449,951 sharesaggregate holdings of ICONIQ VI funds (17.5%)
ICONIQ II GP beneficial ownership25,817,562 sharesaggregate holdings of ICONIQ II funds (11.2%)
ICONIQ II direct holding example13,169,285 sharesICONIQ Strategic Partners II, L.P. direct holding (5.7%)
Key Terms
beneficially own, sole voting power, Schedule 13G/A, general partner
4 terms
beneficially ownregulatory
"may be deemed to beneficially own an aggregate of 25,817,562 shares"
Beneficially own means having the economic rights and risks of a security—such as the right to receive dividends, sell the shares, or profit from price changes—whether or not your name appears on the official share register. Think of it like renting a car: you use it and reap the benefits even if the title lists someone else. Investors care because beneficial ownership determines who truly controls value, must be disclosed under securities rules, and can signal potential influence or trading activity that affects a stock’s price.
sole voting powerregulatory
"Sole Voting Power 13,169,285.00"
Sole voting power is the exclusive right to cast votes attached to a shareholder’s stock without needing approval from anyone else. Like holding the only remote control for a TV, it lets that holder decide corporate matters such as board members, mergers, and policy changes, making it important to investors because it concentrates control and can strongly influence a company’s strategy and the value of its shares.
Schedule 13G/Aregulatory
"Netskope, Inc. CLASS A COMMON STOCK (Amendment No. 1)"
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.
general partnerfinancial
"ICONIQ Strategic Partners II GP, L.P. is the general partner of the ICONIQ II Funds"
A general partner is the person or firm that runs an investment partnership and legally represents it — they make the day-to-day decisions, choose which assets to buy or sell, and are responsible for the partnership’s obligations. Investors care because the general partner’s judgment, risk-taking and fee and profit-sharing arrangements determine both the potential returns and the level of exposure to losses; think of the GP as the ship’s captain whose skill and honesty shape the voyage’s outcome.
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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, $0.0001 PAR VALUE 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
ICONIQ Strategic Partners II, 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
13,169,285.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
13,169,285.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
13,169,285.00
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)
5.7 %
12
Type of Reporting Person (See Instructions)
PN
Comment for Type of Reporting Person: The percent of class was based upon 231,167,738 shares of Class A Common Stock outstanding, as reported by the Issuer in its Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 31, 2026.
SCHEDULE 13G
CUSIP Number(s):
64119N608
1
Names of Reporting Persons
ICONIQ Strategic Partners II-B, 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
10,308,897.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
10,308,897.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
10,308,897.00
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)
4.5 %
12
Type of Reporting Person (See Instructions)
PN
Comment for Type of Reporting Person: The percent of class was based upon 231,167,738 shares of Class A Common Stock outstanding, as reported by the Issuer in its Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 31, 2026.
SCHEDULE 13G
CUSIP Number(s):
64119N608
1
Names of Reporting Persons
ICONIQ Strategic Partners II Co-Invest, L.P. (Series NS)
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
2,339,380.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
2,339,380.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
2,339,380.00
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)
1.0 %
12
Type of Reporting Person (See Instructions)
PN
Comment for Type of Reporting Person: The percent of class was based upon 231,167,738 shares of Class A Common Stock outstanding, as reported by the Issuer in its Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 31, 2026.
SCHEDULE 13G
CUSIP Number(s):
64119N608
1
Names of Reporting Persons
ICONIQ Strategic Partners II GP, 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
25,817,562.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
25,817,562.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
25,817,562.00
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)
11.2 %
12
Type of Reporting Person (See Instructions)
PN
Comment for Type of Reporting Person: The reported share amount represents shares of Class A Common Stock held directly by ICONIQ Strategic Partners II, L.P., ICONIQ Strategic Partners II-B, L.P. and ICONIQ Strategic Partners II Co-Invest, L.P. (Series NS). ICONIQ Strategic Partners II GP, L.P. is the general partner of ICONIQ Strategic Partners II, L.P., ICONIQ Strategic Partners II-B, L.P. and ICONIQ Strategic Partners II Co-Invest, L.P. (Series NS), and may be deemed to beneficially own the shares of stock held directly by such funds.
The percent of class was based upon 231,167,738 shares of Class A Common Stock outstanding, as reported by the Issuer in its Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 31, 2026.
SCHEDULE 13G
CUSIP Number(s):
64119N608
1
Names of Reporting Persons
ICONIQ Strategic Partners II TT GP, 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
25,817,562.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
25,817,562.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
25,817,562.00
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)
11.2 %
12
Type of Reporting Person (See Instructions)
CO
Comment for Type of Reporting Person: The reported share amount represents shares of Class A Common Stock held directly by ICONIQ Strategic Partners II, L.P., ICONIQ Strategic Partners II-B, L.P. and ICONIQ Strategic Partners II Co-Invest, L.P. (Series NS). ICONIQ Strategic Partners II GP, L.P. is the general partner of ICONIQ Strategic Partners II, L.P., ICONIQ Strategic Partners II-B, L.P. and ICONIQ Strategic Partners II Co-Invest, L.P. (Series NS), and may be deemed to beneficially own the shares of stock held directly by such funds. ICONIQ Strategic Partners II TT GP, Ltd. is the general partner of ICONIQ Strategic Partners II GP, L.P.
The percent of class was based upon 231,167,738 shares of Class A Common Stock outstanding, as reported by the Issuer in its Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 31, 2026.
SCHEDULE 13G
CUSIP Number(s):
64119N608
1
Names of Reporting Persons
ICONIQ Strategic Partners VI, 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
8,723,318.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
8,723,318.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
8,723,318.00
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)
3.8 %
12
Type of Reporting Person (See Instructions)
PN
Comment for Type of Reporting Person: The percent of class was based upon 231,167,738 shares of Class A Common Stock outstanding, as reported by the Issuer in its Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 31, 2026.
SCHEDULE 13G
CUSIP Number(s):
64119N608
1
Names of Reporting Persons
ICONIQ Strategic Partners VI-B, 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
12,854,199.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
12,854,199.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
12,854,199.00
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)
5.6 %
12
Type of Reporting Person (See Instructions)
PN
Comment for Type of Reporting Person: The percent of class was based upon 231,167,738 shares of Class A Common Stock outstanding, as reported by the Issuer in its Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 31, 2026.
SCHEDULE 13G
CUSIP Number(s):
64119N608
1
Names of Reporting Persons
ICONIQ Strategic Partners VI Co-Invest, L.P. (Series NS)
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
18,872,434.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
18,872,434.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
18,872,434.00
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)
8.2 %
12
Type of Reporting Person (See Instructions)
PN
Comment for Type of Reporting Person: The percent of class was based upon 231,167,738 shares of Class A Common Stock outstanding, as reported by the Issuer in its Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 31, 2026.
SCHEDULE 13G
CUSIP Number(s):
64119N608
1
Names of Reporting Persons
ICONIQ Strategic Partners VI GP, 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
40,449,951.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
40,449,951.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
40,449,951.00
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)
17.5 %
12
Type of Reporting Person (See Instructions)
PN
Comment for Type of Reporting Person: The reported share amount represents shares of Class A Common Stock held directly by ICONIQ Strategic Partners VI, L.P., ICONIQ Strategic Partners VI-B, L.P. and ICONIQ Strategic Partners VI Co-Invest, L.P. (Series NS). ICONIQ Strategic Partners VI GP, L.P. is the general partner of ICONIQ Strategic Partners VI, L.P., ICONIQ Strategic Partners VI-B, L.P. and ICONIQ Strategic Partners VI Co-Invest, L.P. (Series NS) and may be deemed to beneficially own the shares of stock held directly by such funds.
The percent of class was based upon 231,167,738 shares of Class A Common Stock outstanding, as reported by the Issuer in its Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 31, 2026.
SCHEDULE 13G
CUSIP Number(s):
64119N608
1
Names of Reporting Persons
ICONIQ Strategic Partners VI TT GP, 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
40,449,951.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
40,449,951.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
40,449,951.00
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)
17.5 %
12
Type of Reporting Person (See Instructions)
CO
Comment for Type of Reporting Person: The reported share amount represents shares of Class A Common Stock held directly by ICONIQ Strategic Partners VI, L.P., ICONIQ Strategic Partners VI-B, L.P. and ICONIQ Strategic Partners VI Co-Invest, L.P. (Series NS). ICONIQ Strategic Partners VI GP, L.P. is the general partner of ICONIQ Strategic Partners VI, L.P., ICONIQ Strategic Partners VI-B, L.P. and ICONIQ Strategic Partners VI Co-Invest, L.P. (Series NS) and may be deemed to beneficially own the shares of stock held directly by such funds. ICONIQ Strategic Partners VI TT GP, Ltd. is the general partner of ICONIQ Strategic Partners VI GP, L.P.
The percent of class was based upon 231,167,738 shares of Class A Common Stock outstanding, as reported by the Issuer in its Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 31, 2026.
SCHEDULE 13G
CUSIP Number(s):
64119N608
1
Names of Reporting Persons
Divesh Makan
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
UNITED STATES
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
66,267,513.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
66,267,513.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
66,267,513.00
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)
28.7 %
12
Type of Reporting Person (See Instructions)
IN
Comment for Type of Reporting Person: The reported share amount represents shares of Class A Common Stock held directly by ICONIQ Strategic Partners II, L.P., ICONIQ Strategic Partners II-B, L.P., ICONIQ Strategic Partners II Co-Invest, L.P. (Series NS), ICONIQ Strategic Partners VI, L.P., ICONIQ Strategic Partners VI-B, L.P. and ICONIQ Strategic Partners VI Co-Invest, L.P. (Series NS). ICONIQ Strategic Partners II GP, L.P. is the general partner of ICONIQ Strategic Partners II, L.P., ICONIQ Strategic Partners II-B, L.P. and ICONIQ Strategic Partners II Co-Invest, L.P. (Series NS) and may be deemed to beneficially own the shares of stock held directly by such funds. ICONIQ Strategic Partners II TT GP, Ltd. is the general partner of ICONIQ Strategic Partners II GP, L.P. ICONIQ Strategic Partners VI GP, L.P. is the general partner of ICONIQ Strategic Partners VI, L.P., ICONIQ Strategic Partners VI-B, L.P. and ICONIQ Strategic Partners VI Co-Invest, L.P. (Series NS) and may be deemed to beneficially own the shares of stock held directly by such funds. ICONIQ Strategic Partners VI TT GP, Ltd. is the general partner of ICONIQ Strategic Partners VI GP, L.P. Divesh Makan and William J.G. Griffith are the sole equity holders of ICONIQ Strategic Partners II TT GP, Ltd. and Divesh Makan, William J.G. Griffith and Matthew Jacobson are the sole equity holders of ICONIQ Strategic Partners VI TT GP, Ltd.
The percent of class was based upon 231,167,738 shares of Class A Common Stock outstanding, as reported by the Issuer in its Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 31, 2026.
SCHEDULE 13G
CUSIP Number(s):
64119N608
1
Names of Reporting Persons
William J.G. Griffith
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
UNITED STATES
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
66,267,513.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
66,267,513.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
66,267,513.00
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)
28.7 %
12
Type of Reporting Person (See Instructions)
IN
Comment for Type of Reporting Person: The reported share amount represents shares of Class A Common Stock held directly by ICONIQ Strategic Partners II, L.P., ICONIQ Strategic Partners II-B, L.P., ICONIQ Strategic Partners II Co-Invest, L.P. (Series NS), ICONIQ Strategic Partners VI, L.P., ICONIQ Strategic Partners VI-B, L.P. and ICONIQ Strategic Partners VI Co-Invest, L.P. (Series NS). ICONIQ Strategic Partners II GP, L.P. is the general partner of ICONIQ Strategic Partners II, L.P., ICONIQ Strategic Partners II-B, L.P. and ICONIQ Strategic Partners II Co-Invest, L.P. (Series NS) and may be deemed to beneficially own the shares of stock held directly by such funds. ICONIQ Strategic Partners II TT GP, Ltd. is the general partner of ICONIQ Strategic Partners II GP, L.P. ICONIQ Strategic Partners VI GP, L.P. is the general partner of ICONIQ Strategic Partners VI, L.P., ICONIQ Strategic Partners VI-B, L.P. and ICONIQ Strategic Partners VI Co-Invest, L.P. (Series NS) and may be deemed to beneficially own the shares of stock held directly by such funds. ICONIQ Strategic Partners VI TT GP, Ltd. is the general partner of ICONIQ Strategic Partners VI GP, L.P. Divesh Makan and William J.G. Griffith are the sole equity holders of ICONIQ Strategic Partners II TT GP, Ltd. and Divesh Makan, William J.G. Griffith and Matthew Jacobson are the sole equity holders of ICONIQ Strategic Partners VI TT GP, Ltd.
The percent of class was based upon 231,167,738 shares of Class A Common Stock outstanding, as reported by the Issuer in its Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 31, 2026.
SCHEDULE 13G
CUSIP Number(s):
64119N608
1
Names of Reporting Persons
Matthew Jacobson
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
UNITED STATES
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
40,449,951.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
40,449,951.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
40,449,951.00
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)
17.5 %
12
Type of Reporting Person (See Instructions)
IN
Comment for Type of Reporting Person: The reported share amount represents shares of Class A Common Stock held directly by ICONIQ Strategic Partners VI, L.P., ICONIQ Strategic Partners VI-B, L.P. and ICONIQ Strategic Partners VI Co-Invest, L.P. (Series NS). ICONIQ Strategic Partners VI GP, L.P. is the general partner of ICONIQ Strategic Partners VI, L.P., ICONIQ Strategic Partners VI-B, L.P. and ICONIQ Strategic Partners VI Co-Invest, L.P. (Series NS) and may be deemed to beneficially own the shares of stock held directly by such funds. ICONIQ Strategic Partners VI TT GP, Ltd. is the general partner of ICONIQ Strategic Partners VI GP, L.P. Divesh Makan, William J.G. Griffith and Matthew Jacobson are the sole equity holders of ICONIQ Strategic Partners VI TT GP, Ltd.
The percent of class was based upon 231,167,738 shares of Class A Common Stock outstanding, as reported by the Issuer in its Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 31, 2026.
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, CA 95054
Item 2.
(a)
Name of person filing:
(i) ICONIQ Strategic Partners II, L.P., a Cayman Islands exempted limited partnership ("ICONIQ II").
(ii) ICONIQ Strategic Partners II-B, L.P., a Cayman Islands exempted limited partnership ("ICONIQ II-B").
(iii) ICONIQ Strategic Partners II Co-Invest, L.P. (Series NS) a Delaware series limited partnership ("ICONIQ II Co-Invest NS" and together with ICONIQ II and ICONIQ II-B, the "ICONIQ II Funds").
(iv) ICONIQ Strategic Partners VI, L.P., a Cayman Islands exempted limited partnership ("ICONIQ VI").
(v) ICONIQ Strategic Partners VI-B, L.P., a Cayman Islands exempted limited partnership ("ICONIQ VI-B").
(vi) ICONIQ Strategic Partners VI Co-Invest, L.P. (Series NS) a Delaware series limited partnership ("ICONIQ VI Co-Invest NS" and together with ICONIQ VI, ICONIQ VI-B and ICONIQ VI Co-Invest NS, the "ICONIQ VI Funds").
(vii) ICONIQ Strategic Partners II GP, L.P., a Cayman Islands exempted limited partnership ("ICONIQ II GP"), the sole general partner of the ICONIQ II Funds.
(viii) ICONIQ Strategic Partners VI GP, L.P., a Cayman Islands exempted limited partnership ("ICONIQ VI GP"), the sole general partner of the ICONIQ VI Funds.
(ix) ICONIQ Strategic Partners II TT GP, Ltd., a Cayman Islands exempted company ("ICONIQ II Parent GP"), the sole general partner of ICONIQ II GP.
(x) ICONIQ Strategic Partners VI TT GP, Ltd., a Cayman Islands exempted company ("ICONIQ VI Parent GP"), the sole general partner of ICONIQ VI GP.
(xi) Divesh Makan, a citizen of the United States ("Makan").
(xii) William J.G. Griffith, a citizen of the United States ("Griffith"), together with Makan, are the sole equity holders of ICONIQ II Parent GP.
(xiii) Matthew Jacobson, a citizen of the United States ("Jacobson"), together with Makan and Griffith, are the sole equity holders of ICONIQ VI Parent GP.
(b)
Address or principal business office or, if none, residence:
The address of the principal business office of each of the reporting persons is c/o ICONIQ Capital, 50 Beale St., Ste. 2300, San Francisco, CA 94105.
(c)
Citizenship:
See Item 2(a) above.
(d)
Title of class of securities:
CLASS A COMMON STOCK, $0.0001 PAR VALUE 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:
(i) ICONIQ II directly owns 13,169,285 shares of Class A Common Stock, which represents approximately 5.7% of the outstanding Class A Common Stock.
(ii) ICONIQ II-B directly owns 10,308,897 shares of Class A Common Stock, which represents approximately 4.5% of the outstanding Class A Common Stock.
(iii) ICONIQ II Co-Invest NS directly owns 2,339,380 shares of Class A Common Stock, which represents approximately 1.0% of the outstanding Class A Common Stock.
(iv) ICONIQ II GP may be deemed to beneficially own an aggregate of 25,817,562 shares of Class A Common Stock held by the ICONIQ II Funds, which represents approximately 11.2% of the outstanding Class A Common Stock.
(v) ICONIQ II Parent GP may be deemed to beneficially own an aggregate of 25,817,562 shares of Class A Common Stock held by the ICONIQ II Funds, which represents approximately 11.2% of the outstanding Class A Common Stock.
(vi) ICONIQ VI directly owns 8,723,318 shares of Class A Common Stock, which represents approximately 3.8% of the outstanding Class A Common Stock.
(vii) ICONIQ VI-B directly owns 12,854,199 shares of Class A Common Stock, which represents approximately 5.6% of the outstanding Class A Common Stock.
(viii) ICONIQ VI Co-Invest NS directly owns 18,872,434 shares of Class A Common Stock, which represents approximately 8.2% of the outstanding Class A Common Stock.
(ix) ICONIQ VI GP may be deemed to beneficially own an aggregate of 40,449,951 shares of Class A Common Stock held by the ICONIQ VI Funds, which represents approximately 17.5% of the outstanding Class A Common Stock.
(x) ICONIQ VI Parent GP may be deemed to beneficially own an aggregate of 40,449,951 shares of Class A Common Stock held by the ICONIQ VI Funds, which represents approximately 17.5% of the outstanding Class A Common Stock.
(xi) Makan may be deemed to beneficially own an aggregate of 66,267,513 shares of Class A Common Stock held by the ICONIQ II Funds and the ICONIQ VI Funds, which represents approximately 28.7% of the outstanding Class A Common Stock.
(xii) Griffith may be deemed to beneficially own an aggregate of 66,267,513 shares of Class A Common Stock, which represents approximately 28.7% of the outstanding Class A Common Stock.
(xiii) Jacobson may be deemed to beneficially own an aggregate of 40,449,951 shares of Class A Common Stock held by the ICONIQ VI Funds, which represents approximately 17.5% of the outstanding Class A Common Stock.
(b)
Percent of class:
See Item 4(a) above. The percent of class was based upon 231,167,738 shares of Class A Common Stock outstanding, as reported by the Issuer in its Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 31, 2026.
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
ICONIQ II: 13,169,285 shares of Class A Common Stock
ICONIQ II-B: 10,308,897 shares of Class A Common Stock
ICONIQ II Co-Invest NS: 2,339,380 shares of Class A Common Stock
ICONIQ II GP: 25,817,562 shares of Class A Common Stock
ICONIQ II Parent GP: 25,817,562 shares of Class A Common Stock
ICONIQ VI: 8,723,318 shares of Class A Common Stock
ICONIQ VI-B: 12,854,199 shares of Class A Common Stock
ICONIQ VI Co-Invest NS: 18,872,434 shares of Class A Common Stock
ICONIQ VI GP: 40,449,951 shares of Class A Common Stock
ICONIQ VI Parent GP: 40,449,951 shares of Class A Common Stock
Makan: 66,267,513 shares of Class A Common Stock
Griffith: 66,267,513 shares of Class A Common Stock
Jacobson: 40,449,951 shares of Class A Common Stock
(ii) Shared power to vote or to direct the vote:
N/A
(iii) Sole power to dispose or to direct the disposition of:
ICONIQ II: 13,169,285 shares of Class A Common Stock
ICONIQ II-B: 10,308,897 shares of Class A Common Stock
ICONIQ II Co-Invest NS: 2,339,380 shares of Class A Common Stock
ICONIQ II GP: 25,817,562 shares of Class A Common Stock
ICONIQ II Parent GP: 25,817,562 shares of Class A Common Stock
ICONIQ VI: 8,723,318 shares of Class A Common Stock
ICONIQ VI-B: 12,854,199 shares of Class A Common Stock
ICONIQ VI Co-Invest NS: 18,872,434 shares of Class A Common Stock
ICONIQ VI GP: 40,449,951 shares of Class A Common Stock
ICONIQ VI Parent GP: 40,449,951 shares of Class A Common Stock
Makan: 66,267,513 shares of Class A Common Stock
Griffith: 66,267,513 shares of Class A Common Stock
Jacobson: 40,449,951 shares of Class A Common Stock
(iv) Shared power to dispose or to direct the disposition of:
N/A
Item 5.
Ownership of 5 Percent or Less of a Class.
Not Applicable
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.
If a group has filed this schedule pursuant to §240.13d-1(b)(1)(ii)(J), so indicate under Item 3(j) and attach an exhibit stating the identity and Item 3 classification of each member of the group. If a group has filed this schedule pursuant to §240.13d-1(c) or §240.13d-1(d), attach an exhibit stating the identity of each member of the group.
The Reporting Persons expressly disclaim membership in a "group" as used in Rule 13d-5(b)(1).
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.
ICONIQ Strategic Partners II, L.P.
Signature:
/s/ Kevin Foster
Name/Title:
Kevin Foster, Head of Strategy of General Partner of General Partner
Date:
05/15/2026
ICONIQ Strategic Partners II-B, L.P.
Signature:
/s/ Kevin Foster
Name/Title:
Kevin Foster, Head of Strategy of General Partner of General Partner
Date:
05/15/2026
ICONIQ Strategic Partners II Co-Invest, L.P. (Series NS)
Signature:
/s/ Kevin Foster
Name/Title:
Kevin Foster, Head of Strategy of General Partner of General Partner
Date:
05/15/2026
ICONIQ Strategic Partners II GP, L.P.
Signature:
/s/ Kevin Foster
Name/Title:
Kevin Foster, Head of Strategy of General Partner
Date:
05/15/2026
ICONIQ Strategic Partners II TT GP, Ltd.
Signature:
/s/ Kevin Foster
Name/Title:
Kevin Foster, Head of Strategy
Date:
05/15/2026
ICONIQ Strategic Partners VI, L.P.
Signature:
/s/ Kevin Foster
Name/Title:
Kevin Foster, Head of Strategy of General Partner of General Partner
Date:
05/15/2026
ICONIQ Strategic Partners VI-B, L.P.
Signature:
/s/ Kevin Foster
Name/Title:
Kevin Foster, Head of Strategy of General Partner of General Partner
Date:
05/15/2026
ICONIQ Strategic Partners VI Co-Invest, L.P. (Series NS)
Signature:
/s/ Kevin Foster
Name/Title:
Kevin Foster, Head of Strategy of General Partner of General Partner
