UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~June~~July 0307, 2026

Netskope, Inc.

(Exact name of Registrant as Specified in Its Charter)


Delaware	001-42848	46-1141117
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

2445 Augustine Drive, Suite 301
Santa Clara, California		95054
(Address of Principal Executive Offices)		(Zip Code)

     Registrant’s Telephone Number, Including Area Code: (800) 979-6988

    

     Not applicable

    

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Class A Common Stock, $0.0001 par value	NTSK	The Nasdaq Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 25.0207 –Submission Results of OperationsMatters andto Financiala ConditionVote of Security Holders.

OnThe ~~June 3, 2026, Netskope, Inc. (the “~~Company”) ~~issued~~held ~~a press release announcing~~ its ~~financial~~2026 ~~results~~annual ~~for~~meeting ~~the first quarter~~ of ~~fiscal~~stockholders ~~2027~~on ~~ended~~July ~~April 30~~7, 2026. AThe ~~copy~~Company’s ofstockholders ~~the~~voted ~~press~~on ~~release~~the isfollowing ~~furnished~~matters, ~~herewith~~which asare ~~Exhibit~~described ~~99.1.~~in ~~The~~detail ~~Company makes reference to non-GAAP financial information~~ in the Company’'s ~~press~~proxy ~~release.~~statement Afiled ~~reconciliation~~with ~~of these non-GAAP financial measures to~~ the ~~comparable~~Securities ~~GAAP~~and ~~financial~~Exchange ~~measures~~Commission ison ~~contained~~May in27, ~~the attached press release.~~2026:

~~Item~~Proposal 5No.02 –1: The ~~Departure~~Company’s stockholders approved the election of ~~Director~~Sanjay orBeri ~~Certain~~and ~~Officers;~~Arif ~~election~~Janmohamed ofas ~~Directors;~~Class ~~Appointment~~I ofdirectors ~~Certain~~to ~~Officer;~~hold ~~Compensatory~~office ~~Arrangements~~until the Company's 2029 annual meeting of ~~Certain~~stockholders ~~Officers~~and until their respective successors are elected and qualified or until such director's earlier death, resignation, or removal. The Company’s stockholders voted as follows:

On June 3, 2026, the Company announced that Andrew Del Matto, its Chief Financial Officer, will be retiring effective upon the start of a successor. The Company intends to commence a search for a new Chief Financial Officer, and Mr. Del Matto will remain with the Company through the search and transition period pursuant to terms currently under negotiation.


Nominees	Votes For	Votes Withheld	Broker Non-Votes
Sanjay Beri	2,611,073,089	199,866,434	74,136,404
Arif Janmohamed	2,606,241,551	204,697,972	74,136,404

~~Item~~Proposal 7No.01 –2: The ~~Regulation~~Company’s FDstockholders ~~Disclosure~~ratified the appointment of KPMG LLP as the Company's independent registered public accounting firm for the Company's fiscal year ending January 31, 2027. The Company’s stockholders voted as follows:

On June 3, 2026, the Company posted supplemental investor materials on the investor relations section of its website (investors.netskope.com). The Company announces material information to the public about it, its products and services, and other matters through a variety of means, including filings with the Securities and Exchange Commission, press releases, public conference calls, webcasts, the investor relations section of its website (investors.netskope.com), LinkedIn (Netskope) and Instagram (@Netskope) in order to achieve broad, non-exclusionary distribution of information to the public and for complying with its disclosure obligations under Regulation FD.


Votes For	Votes Against	Abstentions	Broker Non-Votes
2,880,485,499	2,368,555	2,221,873	0

The information contained in Item 2.02 and Item 7.01 of this Current Report on Form 8-K and in the accompanying exhibits are “furnished” and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, and shall not be incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act regardless of any general incorporation language in such filing, unless expressly incorporated by specific reference in such filing.SIGNATURES

~~Item~~Pursuant ~~9.01~~to –the ~~Financial~~requirements ~~Statements~~of ~~and~~the ~~Exhibits~~Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

ExhibitNumber		Description
			Netskope, Inc.
99.1		Press Release issued by Netskope, Inc. dated June 3, 2026
Date:	July 9, 2026	By:	/s/ Andrew Del Matto
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)
			Andrew Del Matto
			Chief Financial Officer

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

			Netskope, Inc.
Date:	June 3, 2026	By:	/s/ Drew Del Matto
		Name:	Drew Del Matto
		Title:	Chief Financial Officer

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