Netskope Inc

The following table summarizes our cash and cash equivalents, as well as our capitalization, as of July 31, 2025:

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on an actual basis;

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on a pro forma basis to give effect to (1) the Preferred Stock Conversion, as if such conversion had occurred on July 31, 2025; (2) the filing of our amended and restated certificate of incorporation, which will occur immediately prior to the completion of this offering and will effect the Reclassification, as if the Reclassification had occurred on July 31, 2025; (3) an increase to additional paid-in capital and accumulated deficit related to stock-based compensation expense of $ million associated with the RSU Settlement; (4) the net issuance of an estimated shares of our Class B common stock upon the RSU Settlement; and (5) a cash payment of $ million to satisfy our tax withholding and remittance obligations related to the RSU Settlement; and

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on a pro forma as adjusted basis to reflect (1) the pro forma adjustments set forth above and (2) the issuance and sale by us of shares of Class A common stock in this offering at the assumed initial public offering price of $ per share, which is the midpoint of the estimated offering price range set forth on the cover page of this prospectus, and after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us.

The pro forma as adjusted information set forth in the table below is illustrative only and will be adjusted based on the actual initial public offering price and other final terms of this offering. You should read this table together with our consolidated financial statements and the related notes included elsewhere in this prospectus and the section titled "Management's Discussion and Analysis of Financial Condition and Results of Operations."

(1)

Each $1.00 increase or decrease in the assumed initial public offering price of $ per share, which is the midpoint of the estimated offering price range set forth on the cover page of this prospectus, would increase or decrease, as applicable, each of our cash and cash equivalents, additional paid-in capital, total stockholders' equity (deficit) and total capitalization by approximately $ million, assuming that the number of shares offered by us, as set forth on the cover page of this prospectus, remains the same, and after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us. Similarly, each increase or decrease of 1.0 million in the number of shares offered by us would increase or decrease, as applicable, each of our cash and cash equivalents, additional paid-in capital, total stockholders' equity (deficit) and total capitalization by approximately $ million, assuming that the assumed initial public offering price remains the same, and after deducting the underwriting discounts and commissions and estimated offering expenses payable by us.

(2)

Pursuant to that certain First Supplemental Indenture, dated April 25, 2025, effective upon the completion of this offering, the 2028 Notes will mature on December 15, 2028. See the section titled "Management's Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources—Convertible Notes."

(3)

Represents the fair value of the notes.

The total number of shares of Class A common stock, Class B common stock, and Class C common stock that will be outstanding immediately after this offering is based on no shares of our Class A common stock, shares of our Class B common stock, and no shares of our Class C common stock outstanding as of July 31, 2025 (after giving effect to the Preferred Stock Conversion, Reclassification, and RSU Settlement), and excludes:

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50,376,487 shares of Class B common stock issuable in connection with the vesting and settlement of RSUs and PSUs outstanding as of July 31, 2025, but for which the service or market condition was not satisfied as of such date;

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shares of Class B common stock issuable in connection with the settlement of RSUs that were granted after July 31, 2025 upon satisfaction of both the service condition and the liquidity event condition;

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shares of Class A common stock reserved for future issuance under our 2025 Plan, which will become effective on the business day immediately prior to the date of effectiveness of the registration statement of which this prospectus forms a part; and

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shares of Class A common stock reserved for future issuance under our ESPP, which will become effective on the business day immediately prior to the date of effectiveness of the registration statement of which this prospectus forms a part.

The 2025 Plan and the ESPP each provide for annual automatic increases in the number of shares of our Class A common stock reserved thereunder, and the 2025 Plan also provides for increases to the number of shares of our Class A common stock that may be granted thereunder based on shares under the 2012 Plan and the 2022 Plan that expire, are forfeited or are repurchased by us, as more fully described in the section titled "Executive Compensation—Employee Benefits and Stock Plans."

For a description of the terms of our Convertible Notes, as well as an illustrative calculation of the number of shares of Class B common stock issuable upon conversion of the Convertible Notes as of July 31, 2025 and the maturity date of the Convertible Notes, please see the section titled "Management's Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources—Convertible Notes."