(Mark One)QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 ☒ For the quarterly period ended October 31, 2025 OR Netskope, Inc.(Exact Name of Registrant as Specified in its Charter) Delaware(State or other jurisdiction ofincorporation or organization)2445 Augustine Drive, Suite 301Santa Clara, California(Address of principal executive offices) Registrant’s telephone number, including area code: (800) 979-6988 Securities registered pursuant to Section 12(b) of the Act: Title of each classTradingSymbol(s)Name of each exchange on which registeredClass A Common Stock, $0.0001 par valueNTSKThe Nasdaq Stock Market LLC Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities ExchangeAct of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has beensubject to such filing requirements for the past 90 days.Yes☐No☒ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant toRule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required tosubmit such files).Yes☒No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reportingcompany, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and“emerging growth company” in Rule 12b-2 of the Exchange Act. Large accelerated filer☐Non-accelerated filer☒Emerging growth company☒ Accelerated filer☐Smaller reporting company☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complyingwith any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).Yes☐No☒ As of December 4, 2025, the registrant had outstanding 85,188,411 shares of Class A common stock, 308,070,450 shares of Class Bcommon stock, and no shares of Class C common stock. Table of Contents PART I.FINANCIAL INFORMATION Item 1.Financial Statements (Unaudited)Condensed Consolidated Balance SheetsCondensed Consolidated Statements of OperationsCondensed Consolidated Statements of Comprehensive LossCondensed Statements of Changes in Stockholders' Equity (Deficit)Condensed Consolidated Statements of Cash FlowsNotes to Unaudited Condensed Consolidated Financial StatementsItem 2.Management’s Discussion and Analysis of Financial Condition and Results of OperationsItem 3.Quantitative and Qualitative Disclosures About Market RiskItem 4.Controls and Procedures PART II.OTHER INFORMATION Item 1.Legal ProceedingsItem 1A.Risk FactorsItem 2.Unregistered Sales of Equity Securities and Use of ProceedsItem 3.Defaults Upon Senior SecuritiesItem 4.Mine Safety DisclosuresItem 5.Other InformationItem 6.ExhibitsSignatures This Quarterly Report on Form 10-Q contains forward-looking statements about us and our industry that involve substantialrisks and uncertainties. All statements other than statements of historical facts contained in this Quarterly Report on Form 10-Q,including statements regarding our future operating results and financial condition, our business strategy and plans, market growth,and our objectives for future operations, are forward-looking statements. In some cases, you can identify forward-looking statementsbecause they contain words such as “believe,” “may,” “will,” “potentially,” “estimate,” “continue,” “anticipate,” “intend,” “could,”“would,” “project,” “target,” “plan,” “expect,” “aspire,” and similar expressions. These forward-looking statements contained in thisQuarterly Report on Form 10-Q include, but are not limited to, statements about: •our future financial performance, including our expectations regarding our revenue, cost of revenue, gross profit orgross margin, operating expenses, including changes in operating expenses, and our ability to achieve and maintainprofitability;•our business plan and our ability to effectively manage our growth;•our total market opportunity;•anticipated trends, growth rates, and challenges in our business and in the markets in which we operate;•adoption of our platform;•beliefs and objectives for future operations;•our ability to attract new customers and successfully retain, and increase adoption of our platform and offerings by,existing customers;•our ability to develop and introduce new products and bring them to market in a timely manner;•our expectations concerning relationships with third parties;•our ability to maintain, protect, and enhance our intellectual property rights;•our ability to expand internationally;•the effe