Netskope Inc

(a) Recent Sales of Unregistered Securities.

From August 1, 2025 to September 18, 2025 (the date of the filing of our registration statement on Form S-8, File No. 333-289786), we granted stock options to purchase up to 26,000 shares of our Class B common stock to our employees and non-employees under our 2022 Plan at exercise price of $17.01 under our 2022 Plan.

From August 1, 2025 to September 18, 2025 (the date of the filing of our registration statement on Form S-8, File No. 333-289786), we granted an aggregate of 1,910,705 restricted stock units, including performance-based and market-based PSUs, to our employees and executives to be settled in shares of our Class B common stock under our 2022 Plan.

From August 1, 2025 to September 18, 2025 (the date of the filing of our registration statement on Form S-8, File No. 333-289786), we issued an aggregate of 1,045,709 shares of our Class B common stock upon the exercise of options under our 2012 Plan and 2022 Plan at exercise prices ranging from $0.58 to $13.98 per share, for an aggregate purchase price of $5.6 million.

None of the foregoing transactions involved any underwriters, underwriting discounts or commissions, or any public offering. Unless otherwise stated, the sales of the above securities were deemed to be exempt from registration under the Securities Act in reliance on Section 4(a)(2) of the Securities Act (and Regulation D or Regulation S promulgated thereunder) or Rule 701 promulgated under Section 3(b) of the Securities Act as transactions by an issuer not involving any public offering or pursuant to benefit plans and contracts relating to compensation as provided under Rule 701. The recipients of the securities in each of these transactions represented their intentions to acquire the securities for investment only and not with a view to or for sale in connection with any distribution thereof. All recipients had adequate access, through their relationships with us, to information about us. The sales of these securities were made without any general solicitation or advertising.

(b) Use of Proceeds

On September 19, 2025, we closed our IPO of 54,970,000 shares of Class A common stock, including 7,170,000 shares sold by us pursuant to the exercise of the option granted to the underwriters, at a public offering price of $19.00 per share. The total net proceeds we received in the IPO were approximately $992.2 million after deducting underwriting discounts and commissions of $52.2 million. The shares of Class A common stock sold in the IPO were registered under the Securities Act pursuant to our Registration Statement on Form S-1, as amended (File No. 333-289786), which was declared effective by the SEC on September 17, 2025.

Morgan Stanley & Co. LLC acted as representatives of the underwriters for the offering. None of the expense associated with our IPO were made directly or indirectly to (i) any of our officers or directors or their associates, (ii) any persons owning 10% or more of any class of our equity securities or (iii) any of our affiliates.

A portion of the net proceeds from our IPO were used to satisfy our tax withholding and remittance obligations related to the settlement of certain equity awards in connection with the IPO. There has been no material change in the expected use of the net proceeds from our IPO as described in the Final Prospectus.