Amendment: SEC Form SCHEDULE 13G/A filed by Netskope Inc.
$NTSK
Computer Software: Prepackaged Software
Technology
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13G
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UNDER THE SECURITIES EXCHANGE ACT OF 1934
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(Amendment No. 1)
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Netskope Inc (Name of Issuer) |
Class A Common Stock (Title of Class of Securities) |
64119N608 (CUSIP Number) |
03/31/2026
(Date of Event Which Requires Filing of this Statement)
| Check the appropriate box to designate the rule pursuant to which this Schedule is filed: |
 Rule 13d-1(b)
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| Rule 13d-1(c)
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 Rule 13d-1(d)
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SCHEDULE 13G
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| CUSIP Number(s): | 64119N608 |
| 1 | Names of Reporting Persons
Canada Pension Plan Investment Board | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
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| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
CANADA (FEDERAL LEVEL)
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
8,960,263.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
3.7 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
FI |
Comment for Type of Reporting Person: The securities reported in items 5, 7 and 9 consist of 8,960,263 shares of class B common stock ("Class B Shares") of Netskope, Inc (the "Issuer"). Each Class B Share is convertible into one share of class A common stock ("Class A Shares") of the Issuer at the option of the holder.
Item 11 is calculated based on a total of 231,167,738 Class A Shares outstanding as of March 24, 2026, as disclosed in the Issuer's Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 31, 2026 plus 8,960,263 additional Class A Shares assuming conversion of the 8,960,263 Class B Shares held by Canada Pension Plan Investment Board.
SCHEDULE 13G
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| Item 1. | ||
| (a) | Name of issuer:
Netskope Inc | |
| (b) | Address of issuer's principal executive offices:
2445 Augustine Drive, Suite 301, Santa Clara, California 95054 | |
| Item 2. | ||
| (a) | Name of person filing:
Canada Pension Plan Investment Board | |
| (b) | Address or principal business office or, if none, residence:
One Queen Street East, Suite 2500, Toronto, Ontario, M5C 2W5 Canada
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| (c) | Citizenship:
Canada | |
| (d) | Title of class of securities:
Class A Common Stock | |
| (e) | CUSIP No.:
64119N608 | |
| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: | |
| (a) | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
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| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
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| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
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| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
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| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
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| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
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| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
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| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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| (i) | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
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| (j) | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution: | |
| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
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| Item 4. | Ownership | |
| (a) | Amount beneficially owned:
See Item 9 on page 2. | |
| (b) | Percent of class:
See Item 11 on page 2. | |
| (c) | Number of shares as to which the person has:
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| (i) Sole power to vote or to direct the vote:
See Item 5 on page 2. | ||
| (ii) Shared power to vote or to direct the vote:
See Item 6 on page 2. | ||
| (iii) Sole power to dispose or to direct the disposition of:
See Item 7 on page 2. | ||
| (iv) Shared power to dispose or to direct the disposition of:
See Item 8 on page 2. | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
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Ownership of 5 percent or less of a class
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| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
Not Applicable
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| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. | |
Not Applicable
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| Item 8. | Identification and Classification of Members of the Group. | |
Not Applicable
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| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
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| Item 10. | Certifications: |
Not Applicable
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| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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Comments accompanying signature: See Exhibit 99.1 Power of Attorney of Canada Pension Plan Investment Board.
Exhibit Information
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See Exhibit 99.1 Power of Attorney of Canada Pension Plan Investment Board (incorporated by reference to Exhibit 99.1 of the Schedule 13G filed by Canada Pension Plan Investment Board in respect of the Issuer on March 18, 2026). |