Form 8-K

8-K — Netskope Inc

Accession: 0001193125-26-380188

Filed: 2026-09-02

Period: 2026-09-02

CIK: 0002063196

SIC: 7372 (SERVICES-PREPACKAGED SOFTWARE)

Item: Results of Operations and Financial Condition

Item: Regulation FD Disclosure

Item: Financial Statements and Exhibits

Documents

8-K — ntsk-20260902.htm (Primary)

EX-99.1 (ntsk-ex99_1.htm)

GRAPHIC (img191869959_0.jpg)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K

8-K (Primary)

Filename: ntsk-20260902.htm · Sequence: 1

8-K

0002063196false00020631962026-09-022026-09-02

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): September 02, 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 2.02 – Results of Operations and Financial Condition.

On September 2, 2026, Netskope, Inc. (the “Company”) issued a press release announcing its financial results for the second quarter of fiscal 2027 ended July 31, 2026. A copy of the press release is furnished herewith as Exhibit 99.1. The Company makes reference to non-GAAP financial information in the Company’s press release. A reconciliation of these non-GAAP financial measures to the comparable GAAP financial measures is contained in the attached press release.

Item 7.01 – Regulation FD Disclosure.

On September 2, 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.

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.

Item 9.01 – Financial Statements and Exhibits.

Exhibit

Number

Description

99.1

Press Release issued by Netskope, Inc. dated September 2, 2026

104

Cover Page Interactive Data File (embedded within the Inline XBRL document)

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:

September 2, 2026

By:

/s/ Drew Del Matto

Name:

Drew Del Matto

Title:

Chief Financial Officer

EX-99.1

Filename: ntsk-ex99_1.htm · Sequence: 2

EX-99.1

Exhibit 99.1

Netskope Announces Strong Second Quarter Fiscal 2027 Financial

Results

•

Annual Recurring Revenue increased 27% year-over-year to $899 million

•

Q2 revenue increased 29% year-over-year to $221 million

•

Results exceeded guidance across every metric

SANTA CLARA, Calif. – September 2, 2026 – Netskope, Inc. (NASDAQ: NTSK) a leader in modern security and networking for the cloud and AI era, today announced financial results for the second quarter of fiscal year 2027 ended July 31, 2026.

“We are pleased with our strong second quarter performance, exceeding our guidance across every metric. Our results were driven by continued differentiating organic innovation, and durable customer demand for our Netskope One platform across security, networking, analytics and AI,” said Sanjay Beri, CEO of Netskope. “We are encouraged by early traction with our AI Security solutions, validating that Netskope sits right at the intersection of cloud, AI, networking and security and is becoming part of the essential, adaptive fabric for the modern enterprise to adopt AI safely. With our rapid product innovation, we are well positioned to go after our massive market opportunity.”

Second Quarter Fiscal 2027 Financial Highlights

•

Annual Recurring Revenue (ARR): ARR grew 27% year-over-year to $899 million as of July 31, 2026.

•

Revenue: Q2 revenue was $220.5 million, an increase of 29% year-over-year.

•

Gross Profit and Margin: GAAP gross profit was $163.0 million, compared to $123.2 million for the second quarter of fiscal 2026, and GAAP gross margin was 74%, compared to 72% for the second quarter of fiscal 2026. Non-GAAP gross profit was $169.1 million, compared to $127.3 million for the second quarter of fiscal 2026, and non-GAAP gross margin was 77%, compared to 75% for the second quarter of fiscal 2026.

•

Loss from Operations and Operating Margin: GAAP loss from operations was $(89.8) million, compared to a loss of $(46.0) million for the second quarter of fiscal 2026, and GAAP operating margin was (41)%, compared to (27)% for the second quarter of fiscal 2026. Non-GAAP loss from operations was $(19.3) million, compared to a loss of $(34.0) million for the second quarter of fiscal 2026, and non-GAAP operating margin was (9)%, compared to (20)% for the second quarter of fiscal 2026.

•

Net Loss Per Share: GAAP net loss per share was $(0.27), compared to $(0.84) in the second quarter of fiscal 2026. Non-GAAP net loss per share was $(0.03), compared to $(0.32) in the second quarter of fiscal 2026.

•

Cash Flow: Net cash used in operations was $(16.5) million, compared to $(16.9) million used in operations in the second quarter of fiscal 2026 and operating cash flow margin was (7)%, compared to (10)% in the second quarter of fiscal 2026. Free cash flow was $(29.8) million, compared to $(19.7) million in the second quarter of fiscal 2026 and free cash flow margin was (14)%, compared to (12)% in the second quarter of fiscal 2026.

•

Cash, Cash Equivalents, and Marketable Securities: Total cash, cash equivalents, and marketable securities at the end of the second quarter of fiscal 2027 was $1.1 billion.

Recent Business Highlights

•

Named a Leader in the Gartner® Magic Quadrant™ for Secure Access Service Edge (SASE) Platforms for the 3rd Year in a Row. Netskope was positioned highest in Ability to Execute in Gartner’s report. In the corresponding Critical Capabilities report, Netskope is the only vendor ranked as the highest scoring for three Use Cases, including: Foundational SASE Platform Use Case, Zero Trust SASE Platform Use Case, and the new Sovereign SASE Use Case.

•

Named a Leader in the Gartner® Magic Quadrant™ for Security Service Edge for the 5th Year in a Row. Netskope has been named a Leader in every year this report has been published since its inception, consistently recognized both for its vision and its ability to execute.

•

Netskope joined NVIDIA’s Open Secure AI Alliance, a coalition of industry leaders committed to building open, frontier AI tools that defenders can inspect, adapt, and trust.

•

Continued to lead in innovation with new product releases, including:

•

Netskope One DataSec Command Center, a unified control plane that discovers, understands, tracks, and protects sensitive data wherever it lives and moves across AI environments, cloud, the network, on-premises, endpoint, email, and more.

•

Advancements to NewEdge AI Fast Path, which optimizes the network path between users, sites, and agents to AI destinations for faster inference results and minimizing time to first token (TTFT), accelerating complex multi-prompt agentic AI workflows, as well as optimizing LLM performance when accessing large volumes of data. AI Fast Path was shown to reduce latency by as much as 90% to popular AI destinations.

Financial Outlook

Netskope is providing the following guidance for the third quarter and full year fiscal 2027:

For the third quarter of fiscal 2027, we expect:

•

Revenue of $227 million to $229 million

•

Non-GAAP operating margin of approximately (8)%

•

Non-GAAP net loss per share of $(0.03) to $(0.04), using approximately 415 million weighted average common stock outstanding

For the full year of fiscal 2027, we now expect:

•

Total revenue of $888 million to $892 million

•

Non-GAAP gross margin of approximately 77%

•

Non-GAAP operating margin of approximately (9)%

•

Non-GAAP net loss per share of $(0.15), using approximately 415 million weighted average common stock outstanding

•

Free cash flow margin of approximately 2%

These statements are forward-looking, and actual results may differ materially. Refer to the Forward-Looking Statements safe harbor below for information on the factors that could cause our actual results to differ materially from these forward-looking statements.

A reconciliation of non-GAAP guidance measures to corresponding GAAP measures is not available on a forward-looking basis without unreasonable effort due to the uncertainty regarding, and the potential variability of, reconciling

items that may be incurred in the future, such as stock-based compensation and related employer payroll taxes, the effect of which may be significant.

Conference Call

Netskope will host a conference call at 2:00 p.m. Pacific Time / 5:00 p.m. Eastern Time today to discuss its financial results and outlook. The conference call will be available via live webcast and replay at the Investor Relations section of Netskope’s website at investors.netskope.com.

Supplemental Financial and Other Information

Supplemental financial information can be accessed through Netskope’s investor relations website at investors.netskope.com.

Conference Participation Schedule

Netskope will participate and present at the following upcoming investor conferences. Details of the events are as follows:

•

Piper Sandler 2026 Growth Frontiers Conference - Tuesday, September 15, 2026, 1:00 p.m. Pacific Time / 3:00 p.m. Central Time

•

J.P. Morgan 2026 Software Forum - Friday, October 2, 2026, 10:00 a.m. Pacific Time

About Netskope

Netskope (NASDAQ: NTSK), a leader in modern security and networking for the cloud and AI era, addresses the needs of both security and networking teams by providing optimized access and real-time, context-based security for the AI ecosystem inclusive of agents, applications, tools, LLMs, people, devices, and data. Thousands of customers, including more than 30% of the Fortune 100, trust the Netskope One platform, its Zero Trust Engine, and its powerful NewEdge network to reduce risk and gain full visibility and control over cloud, AI, SaaS, web, and private applications — providing security and accelerating performance without trade-offs. Learn more at netskope.com, on LinkedIn, and on Instagram.

Forward-Looking Statements

This press release contains forward-looking statements that involve risks and uncertainties, including, but not limited to, statements regarding our future financial and operating performance, including our GAAP and non-GAAP guidance and financial outlook for the third quarter of fiscal 2027 and full year fiscal 2027, market opportunity and the demand for AI security products. There are a significant number of factors that could cause actual results to differ materially from statements made in this press release, including but not limited to: macroeconomic influences and instability, geopolitical events, operations and financial results and the economy in general; risks associated with scaling our business and managing our rapid growth; our ability to expand our partner relationships; our ability to identify and effectively implement the necessary changes to address execution challenges; our limited experience with new products and the risks associated with new product offerings, including adoption by customers and the discovery of software bugs; our ability to attract and retain new customers; the failure to timely develop and achieve market acceptance of new products as well as existing products; rapidly evolving technological developments in the market for security, networking, analytics and AI products and our ability to innovate and remain competitive; length of sales cycles; risks related to the use of AI in our platform; and general market, political, economic and business conditions, as well as those risks and uncertainties included in filings we make with the Securities and Exchange Commission from time to time.

All forward-looking statements in this press release are based on information available to Netskope as of the date hereof, and we undertake no obligation to update these forward-looking statements, to review or confirm analysts’ expectations, or to provide interim reports or updates on the progress of the current financial quarter.

Non-GAAP Financial Measures

In addition to GAAP financial measures, this press release includes non-GAAP financial measures that we use to evaluate our business performance, identify trends affecting our business, formulate business plans and make strategic decisions. These non-GAAP financial measures include non-GAAP gross profit, non-GAAP gross margin, non-GAAP loss from operations, non-GAAP operating margin, non-GAAP net loss, non-GAAP net loss per share, free cash flow and free cash flow margin, and their respective definitions are presented below.

There are limitations to the non-GAAP financial measures included in this press release, and they may not be comparable to similarly titled measures of other companies. The non-GAAP financial measures included in this press release should not be considered in isolation from or as a substitute for their most directly comparable GAAP financial measures. Our management believes that our non-GAAP financial measures provide meaningful supplemental information regarding our performance and liquidity by excluding certain expenses and income that may not be indicative of our ongoing core operating performance. We believe that both management and investors benefit from referring to these non-GAAP financial measures in assessing our performance and when analyzing historical performance and liquidity and when planning, forecasting and analyzing future periods.

For a reconciliation of the non-GAAP financial measures presented for historical periods to their most directly comparable GAAP financial measures, please see the tables captioned "Reconciliation of GAAP to Non-GAAP Financial Information" included at the end of this press release. We encourage you to review the reconciliation in conjunction with the presentation of the non-GAAP financial measures for each of the periods presented. In future periods, we may exclude similar items, may incur income and expenses similar to these excluded items and may include other expenses, costs and non-recurring items.

Non-GAAP Gross Profit and Non-GAAP Gross Margin

We define non-GAAP gross profit as GAAP gross profit excluding stock-based compensation expense and related taxes, and amortization of acquired intangible assets. We define non-GAAP gross margin as non-GAAP gross profit as a percentage of revenue.

Non-GAAP Loss from Operations and Non-GAAP Operating Margin

We define non-GAAP loss from operations as GAAP loss from operations excluding stock-based compensation expense and related taxes, amortization of acquired intangible assets, and restructuring costs. We define non-GAAP operating margin as non-GAAP loss from operations as a percentage of revenue.

Non-GAAP Net Loss

We define non-GAAP net loss as GAAP net loss adjusted to exclude stock-based compensation expense and related taxes, amortization of acquired intangible assets, restructuring costs, gain or loss on fair value changes in convertible notes, and non-GAAP provision for (benefit from) income taxes.

Non-GAAP Net Loss Per Share

We define non-GAAP net loss per share as GAAP net loss per share, adjusted to exclude stock-based compensation expense and related taxes, amortization of acquired intangible assets, restructuring costs, gain or loss on fair value changes in convertible notes, and non-GAAP provision for (benefit from) income taxes.

Free Cash Flow and Free Cash Flow Margin

We define free cash flow as net cash provided by (used in) operating activities less purchase of property and equipment and capitalized internal-use software. Free cash flow margin is determined by dividing free cash flow by revenue. We believe free cash flow and free cash flow margin serve as valuable indicators of liquidity, as they provide our management, board of directors, and investors with insight into our ability to generate cash from our operations, strategic initiatives, and strengthening our balance sheet.

Annual Recurring Revenue

We define Annual Recurring Revenue (ARR) as the annualized value of our cloud subscription contracts that are active as of the measurement date, assuming any contract that expires during the next 12 months is renewed on its existing terms. Provided that we are actively negotiating a renewal or new agreement with a customer after the expiration of a contract, we continue to include that contract's annualized value in ARR until the customer notifies us of their decision not to renew. ARR excludes non-recurring components of revenue such as professional services, training, sales of hardware, and other non-recurring revenue.

Gartner Disclaimer

Gartner, Magic Quadrant for Security Service Edge, John Watts, Thomas Lintemuth, Theo de Feligonde, Jonathan Forest, 29 July 2026.

Gartner, Magic Quadrant for SASE Platforms, Jonathan Forest, Andrew Lerner, John Watts, 28 July 2026.

Gartner, Critical Capabilities for Security Service Edge, Thomas Lintemuth, Theo de Feligonde, John Watts, Jonathan Forest, 3 August 2026.

Gartner and Magic Quadrant are trademarks of Gartner, Inc. and/or its affiliates.

Gartner does not endorse any company, vendor, product or service depicted in its publications, and does not advise technology users to select only those vendors with the highest ratings or other designation. Gartner publications consist of the opinions of Gartner’s business and technology insights organization and should not be construed as statements of fact. Gartner disclaims all warranties, expressed or implied, with respect to this publication, including any warranties of merchantability or fitness for a particular purpose.

Investor Relations Contact:

Floris van der Veer

Director of Investor Relations, Netskope

IR@netskope.com

Media Contact:

Tim Whitman

Director of Global Corporate Communications, Netskope

press@netskope.com

NETSKOPE, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(in thousands)

(unaudited)

July 31,

January 31,

2026

Assets

Current assets:

Cash and cash equivalents

220,854

432,583

Marketable securities

846,509

725,603

Accounts receivable, net

187,971

158,278

Inventories

4,841

4,902

Deferred contract acquisition costs

58,387

54,048

Prepaid expenses and other current assets

67,723

73,553

Total current assets

1,386,285

1,448,967

Property and equipment, net

96,814

93,876

Operating lease right-of-use assets

32,262

32,096

Intangible assets, net

18,563

21,403

Goodwill

61,083

Deferred contract acquisition costs, noncurrent

106,037

100,798

Other assets, noncurrent

11,170

14,069

Total assets

1,712,214

1,772,292

Liabilities and Stockholders’ Equity

Current liabilities:

Accounts payable

25,929

14,436

Accrued compensation and benefits

76,646

99,880

Deferred revenue

546,462

532,732

Operating lease liabilities, current

10,229

10,769

Accrued expenses and other current liabilities

30,085

23,715

Total current liabilities

689,351

681,532

Deferred revenue, noncurrent

124,213

143,126

Convertible notes

698,116

720,960

Operating lease liabilities, noncurrent

23,887

23,424

Other liabilities, noncurrent

19,861

8,719

Total liabilities

1,555,428

1,577,761

Stockholders’ equity:

Preferred stock

Class A common stock

Class B common stock

Additional paid-in capital

3,021,543

2,888,202

Accumulated other comprehensive loss

(8,585

)

(64,811

)

Accumulated deficit

(2,856,213

)

(2,628,900

)

Total stockholders’ equity

156,786

194,531

Total liabilities and stockholders’ equity

1,712,214

1,772,292

NETSKOPE, INC.

CONDENSED CONSOLIDATED STATEMENTS of OPERATIONS

(in thousands, except share and per share data)

(unaudited)

Three Months Ended July 31,

Six Months Ended July 31,

2026

2025

2026

2025

Revenue

220,541

170,758

422,133

328,494

Cost of revenue(1)

57,523

47,514

110,860

95,737

Gross profit

163,018

123,244

311,273

232,757

Operating expenses:

Sales and marketing(1)

105,916

78,050

211,598

147,426

Research and development(1)

101,787

72,856

207,501

140,737

General and administrative(1)

45,114

18,303

90,710

35,917

Total operating expenses

252,817

169,209

509,809

324,080

Loss from operations

(89,799

)

(45,965

)

(198,536

)

(91,323

)

Other income (expense), net:

Loss on changes in fair value of convertible notes

(26,528

)

(43,973

)

(38,753

)

(77,402

)

Other income, net

8,630

2,123

16,152

4,122

Loss before provision for income taxes

(107,697

)

(87,815

)

(221,137

)

(164,603

)

Provision for income taxes

3,120

2,486

6,176

4,940

Net loss

(110,817

)

(90,301

)

(227,313

)

(169,543

)

Net loss per share attributable to common stockholders, basic and diluted

(0.27

)

(0.84

)

(0.56

)

(1.59

)

Weighted-average shares used in computing net loss per share

attributable to common stockholders, basic and diluted

405,045,835

108,096,178

402,802,925

106,429,655

(1)Includes stock-based compensation expense as follows:

Cost of revenue

3,445

421

7,442

927

Sales and marketing

10,846

3,086

25,210

6,459

Research and development

25,160

3,491

56,395

8,799

General and administrative

23,521

553

49,953

1,457

Total stock-based compensation expense

62,972

7,551

139,000

17,642

NETSKOPE, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)

(unaudited)

Six Months Ended July 31,

2026

2025

Cash flows from operating activities

Net loss

(227,313

)

(169,543

)

Adjustments to reconcile net loss to net cash (used in) provided by operating activities:

Stock-based compensation expense

139,000

17,642

Depreciation and amortization

20,647

25,497

Amortization of deferred contract acquisition costs

31,944

25,347

Non-cash operating lease expenses

7,499

6,532

(Accretion of discount) amortization of premium on investments

(4,737

)

(454

)

Loss on changes in fair value of convertible notes

38,753

77,402

Other

(13

)

210

Changes in operating assets and liabilities:

Accounts receivable

(29,693

)

47,793

Inventories

113

Deferred contract acquisition costs

(41,522

)

(34,320

)

Prepaid expenses and other current assets

587

(6,831

)

Other non-current assets

2,009

1,769

Accounts payable

10,110

4,535

Accrued compensation and benefits

(23,338

)

(7,194

)

Operating lease liabilities

(7,742

)

(5,917

)

Accrued expenses and other current liabilities

7,338

8,939

Deferred revenue

(5,183

)

16,070

Other non-current liabilities

11,142

1,124

Net cash (used in) provided by operating activities

(70,452

)

8,714

Cash flows from investing activities

Purchases of property and equipment

(15,162

)

(9,038

)

Capitalized internal-use software

(1,349

)

(1,873

)

Purchases of intangible assets

(2,300

)

Purchases of marketable securities

(689,633

)

(22,386

)

Proceeds from maturities of marketable securities

568,090

52,901

Net cash (used in) provided by investing activities

(140,354

)

19,604

Cash flows from financing activities

Proceeds from issuance of common stock under employee stock purchase plan

12,272

Proceeds from issuance of common stock upon exercise of stock options

15,299

21,257

Payments for withholding taxes upon settlement of equity awards

(28,403

)

Payments for holdback consideration on business combination

(981

)

(1,197

)

Payments for deferred offering costs

(3,579

)

Net cash provided by financing activities

(1,813

)

16,481

Net (decrease) increase in cash, cash equivalents, and restricted cash

(212,619

)

44,799

Cash, cash equivalents, and restricted cash, beginning of period

433,769

167,197

Cash, cash equivalents, and restricted cash, end of period

221,150

211,996

NETSKOPE, INC.

RECONCILIATION OF GAAP To NON-GAAP FINANCIAL INFORMATION

(in thousands, except percentage and per share data)

(unaudited)

Three Months Ended July 31,

Six Months Ended July 31,

2026

2025

2026

2025

Gross profit reconciliation:

Gross profit

163,018

123,244

311,273

232,757

Stock-based compensation expense and related taxes

3,581

421

7,648

941

Amortization of acquired intangible assets

2,534

3,593

4,843

9,675

Non-GAAP gross profit

169,133

127,258

323,764

243,373

Gross margin

Non-GAAP gross margin

Sales and marketing expense reconciliation:

Sales and marketing expense

105,916

78,050

211,598

147,426

Stock-based compensation expense and related taxes

(11,348

)

(3,378

)

(26,076

)

(6,781

)

Amortization of acquired intangible assets

(151

)

(534

)

(297

)

(1,050

)

Restructuring costs

(382

)

(382

)

Non-GAAP sales and marketing expense

94,035

74,138

184,843

139,595

Sales and marketing expense as a percentage of revenue

Non-GAAP sales and marketing expense as a percentage of revenue

Research and development expense reconciliation:

Research and development expense

101,787

72,856

207,501

140,737

Stock-based compensation expense and related taxes

(25,587

)

(3,517

)

(57,230

)

(8,862

)

Restructuring costs

(2,334

)

(2,334

)

Non-GAAP research and development expense

73,866

69,339

147,937

131,875

Research and development expense as a percentage of revenue

Non-GAAP research and development expense as a percentage of revenue

General and administrative expense reconciliation:

General and administrative expense

45,114

18,303

90,710

35,917

Stock-based compensation expense and related taxes

(23,779

)

(553

)

(50,421

)

(1,458

)

Restructuring costs

(784

)

(784

)

Non-GAAP general and administrative expense

20,551

17,750

39,505

34,459

General and administrative expense as a percentage of revenue

Non-GAAP general and administrative expense as a percentage of revenue

Loss from operations reconciliation:

Loss from operations

(89,799

)

(45,965

)

(198,536

)

(91,323

)

Stock-based compensation expense and related taxes

64,295

7,869

141,375

18,042

Amortization of acquired intangible assets

2,685

4,127

5,140

10,725

Restructuring costs

3,500

Non-GAAP loss from operations

(19,319

)

(33,969

)

(48,521

)

(62,556

)

Operating margin

(41

)

(27

)

(47

)

(28

)

Non-GAAP operating margin

)

(20

)

(11

)

(19

)

Net loss reconciliation:

Net loss

(110,817

)

(90,301

)

(227,313

)

(169,543

)

Stock-based compensation expense and related taxes

64,295

7,869

141,375

18,042

Amortization of acquired intangible assets

2,685

4,127

5,140

10,725

Restructuring costs

3,500

Loss on fair value changes in convertible notes

26,528

43,973

38,753

77,402

Provision for income taxes

150

447

Non-GAAP net loss

(13,659

)

(34,332

)

(38,098

)

(63,374

)

Basic and diluted EPS reconciliation:

Net loss per share, basic and diluted

(0.27

)

(0.84

)

(0.56

)

(1.59

)

Stock-based compensation expense and related taxes

0.16

0.07

0.35

0.17

Amortization of acquired intangible assets

0.01

0.04

0.01

0.10

Restructuring costs

0.01

Loss on fair value changes in convertible notes

0.07

0.41

0.10

0.73

Provision for income taxes

Non-GAAP net loss per share, basic and diluted

(0.03

)

(0.32

)

(0.09

)

(0.60

)

Note: Certain figures may not sum due to rounding.

NETSKOPE, INC.

SELECTED CASH FLOW INFORMATION

(in thousands)

(unaudited)

Three Months Ended July 31,

Six Months Ended July 31,

2026

2025

2026

2025

Reconciliation of cash (used in) provided by operating activities to free

cash flow

Net cash (used in) provided by operating activities

(16,539

)

(16,878

)

(70,452

)

8,714

Purchase of property and equipment

(13,003

)

(1,628

)

(15,162

)

(9,038

)

Capitalized internal-use software

(255

)

(1,147

)

(1,349

)

(1,873

)

Free cash flow

(29,797

)

(19,653

)

(86,963

)

(2,197

)

Net cash provided by (used in) investing activities

36,825

(1,911

)

(140,354

)

19,604

Net cash (used in) provided by financing activities

(5,282

)

11,740

(1,813

)

16,481

Operating cash flow margin

)

(10

)

(17

)

Free cash flow margin

(14

)

(12

)

(21

)

Note: Certain figures may not sum due to rounding.

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Document And Entity Information

Sep. 02, 2026

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