0002063196false00020631962025-09-192025-09-19
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
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Date of Report (Date of earliest event reported): September 19, 2025 |
Netskope, Inc.
(Exact name of Registrant as Specified in Its Charter)
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Delaware |
001-42848 |
46-1141117 |
(State or Other Jurisdiction
of Incorporation) |
(Commission File Number) |
(IRS Employer
Identification No.) |
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2445 Augustine Drive, Suite 301 |
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Santa Clara, California |
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95054 |
(Address of Principal Executive Offices) |
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(Zip Code) |
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Registrant’s Telephone Number, Including Area Code: (800) 979-6988 |
(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:
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Title of each class
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Trading
Symbol(s) |
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Name of each exchange on which registered
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Class A Common Stock, $0.0001 par value |
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NTSK |
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The Nasdaq Stock Market LLC |
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 1.01 Entry into a Material Definitive Agreement.
In connection with the closing of the initial public offering (the “Offering”) of Netskope, Inc. (the “Company”) on September 19, 2025 (the “Closing Date”), the Company filed an Amended and Restated Certificate of Incorporation (the “A&R Certificate of Incorporation”) with the Secretary of State of the State of Delaware, which provided that immediately upon the effectiveness of the filing of the A&R Certificate of Incorporation with the Secretary State of the State of Delaware (the “Effective Time”), each share of the Company’s common stock issued and outstanding or held as treasury stock immediately prior to the Effective Time, automatically and without further action by any stockholder, was reclassified as, and became, one share of Class B common stock (the “Reclassification”). As a result of the Offering and the Reclassification, on September 19, 2025, the Company entered into (i) that certain Second Supplemental Indenture, dated as of September 19, 2025 (the “2028 Notes Supplemental Indenture”), by and among the Company, the guarantors party thereto, and U.S. Bank Trust Company, National Association (“US Bank”), as trustee, to the Indenture dated as of December 22, 2022 (as amended and supplemented by the First Supplemental Indenture, dated as of April 25, 2025, the “2028 Notes Original Indenture” and as further supplemented by the 2028 Notes Supplemental Indenture, the “2028 Notes Indenture”), by and among such parties; and (ii) that certain First Supplemental Indenture, dated as of September 19, 2025 (the “2029 Notes Supplemental Indenture” and together with the 2028 Notes Supplemental Indenture, the “Supplemental Indentures”), by and among the Company, the guarantors party thereto, and US Bank, as trustee, to the Indenture dated as of September 30, 2024 (the “2029 Notes Original Indenture” and as supplemented by the 2029 Notes Supplemental Indenture, the “2029 Notes Indenture” and together with the 2028 Notes Indenture, the “Indentures”), by and among such parties pursuant to Section 5.09(A) of the Indenture to which such Supplemental Indenture relates. The 2028 Notes Indenture governs the 3.75% Convertible Senior PIK Toggle Notes due 2027 (as amended to extend the maturity date to 2028, the “2028 Notes”) and the 2029 Notes Indenture governs the 3.00% Convertible Senior PIK Toggle Notes due 2029 (the “2029 Notes” and together with the 2028 Notes, the “Notes”). Each Supplemental Indenture provides, among other things, that the Reclassification constitutes a Common Stock Change Event (as defined in the Indenture to which such Supplemental Indenture relates), the subsequent conversion of Notes under such Indenture will be made in the manner set forth in Section 5.09 of such Indenture, and subsequent adjustments to the Conversion Rate (as defined in such Indenture) pursuant to Section 5.05(A) of such Indenture will be made in a manner consistent with Section 5.09 of such Indenture, and the Reference Property (as defined in such Indenture) and Reference Property Unit (as defined in such Indenture) with respect to the Common Stock Change Event that occurred on the Closing Date shall consist of Class B common stock of the Company and one share thereof, respectively. The foregoing descriptions of the Supplemental Indentures do not purport to be complete and are qualified in their entirety by the full text of the Supplemental Indentures, copies of which are filed herewith as Exhibits 4.1 and 4.2 and are incorporated herein by reference. Item 8.01 Other Events. On September 23, 2025, pursuant to Section 5.10 of each Indenture, the Company sent notices to each holder of the Notes stating, among other things, that the Offering constitutes a Qualified Initial Public Offering (as defined in such Indenture) and such Qualified Initial Public Offering occurred on the Closing Date, which date also constitutes the Qualified Initial Public Offering Effective Date (as defined in such Indenture). The notice also disclosed that, with respect to (i) the 2028 Notes Indenture, the Initial Public Conversion Rate (as defined in such Indenture) is 42.1046 shares of the Company’s Class B common stock per $1,000 principal amount of the 2028 Notes and the corresponding Conversion Price (as defined in such Indenture) is $23.7504 and (ii) the 2029 Notes Indenture, the Initial Public Conversion Rate (as defined in such Indenture) is 40.4859 shares of the Company’s Class B common stock per $1,000 principal amount of the 2029 Notes and the corresponding Conversion Price (as defined in such Indenture) is $24.7000. Item 9.01 Financial Statements and Exhibits. (d) Exhibits Exhibit No Description 4.1 Second Supplemental Indenture, dated as of September 19, 2025, to the Indenture dated as of December 22, 2022, among the Registrant, certain subsidiary guarantors and U.S. Bank Trust Company, National Association, as trustee 4.2 First Supplemental Indenture, dated as of September 19, 2025, to the Indenture dated as of September 30, 2024, among the Registrant, certain subsidiary guarantors and U.S. Bank Trust Company, National Association, as trustee 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.
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Netskope, Inc. |
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Date: |
September 23, 2025 |
By: |
/s/ James Bushnell |
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James Bushnell
General Counsel |
EX-4.1
2
ck0002063196-ex4_1.htm
EX-4.1
EX-4.1
Exhibit 4.1
═══════════════════════════════════════════════════════
═══════════════════════════════════════════════════════
NETSKOPE, INC.
and
U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION
as Trustee
─────────────────────
SECOND SUPPLEMENTAL INDENTURE
Dated as of September 19, 2025
─────────────────────
3.75% Convertible Senior PIK Toggle Notes due 2027
═══════════════════════════════════════════════════════
═══════════════════════════════════════════════════════
THIS SECOND SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), entered into as of September 19, 2025, among Netskope, Inc., a Delaware corporation, as issuer (the “Company”), Netskope SASE Gateway LLC (the “Undersigned”) and U.S. Bank Trust Company, National Association, as trustee (the “Trustee”).
RECITALS
WHEREAS, the Company, the Guarantors party thereto and the Trustee entered into an Indenture, dated as of December 22, 2022 (as amended, supplemented, or otherwise modified prior to the date hereof, the “Indenture”), relating to the Company’s 3.75% Convertible Senior PIK Toggle Notes due 2027 (the “Notes”);
WHEREAS, Section 8.01(F) of the Indenture provides that the Indenture may be amended and supplemented without the consent of any Holder by supplemental indentures that are entered into pursuant to, and in accordance with, Section 5.09 in connection with a Common Stock Change Event;
WHEREAS, the last paragraph of Section 5.09(A) of the Indenture requires that the Company execute and deliver to the Trustee, at or before the effective time of a Common Stock Change Event, a supplemental indenture pursuant to Section 8.01(F) of the Indenture that (x) provides for subsequent conversions of Notes in the manner set forth in Section 5.09 of the Indenture; (y) provides for subsequent adjustments to the Conversion Rate pursuant to Section 5.05(A) of the Indenture in a manner consistent with Section 5.09 of the Indenture; and (z) contains such other provisions, if any, that the Company reasonably determines are appropriate to preserve the economic interests of the Holders and to give effect to the provisions of Section 5.09(A) of the Indenture;
WHEREAS, Article IV of the Amended and Restated Certificate of Incorporation of the Company (the “A&R COI”) that was filed on the date hereof with the Secretary of State of the State of Delaware (the “DE SOS”) provides that immediately upon the effectiveness of the filing of the A&R COI with the DE SOS (the “Effective Time”), each share of the Company’s Common Stock (including, for the avoidance of doubt, Voting Common Stock and Class A Common Stock) issued and outstanding or held as treasury stock immediately prior to the Effective Time (the “Existing Common Stock”) shall, automatically and without further action by any stockholder, be reclassified as, and shall become, one share of Class B Common Stock (as each such term is defined in the A&R COI) (the “Reclassification”);
WHEREAS, the Effective Time has occurred;
WHEREAS, the Company has heretofore delivered, or is delivering contemporaneously herewith, to the Trustee, the Officer’s Certificate and the Opinion of Counsel described in Sections 8.06, 9.07, 12.02 and 12.03 of the Indenture with respect to this Supplemental Indenture;
WHEREAS, all other acts and proceedings required by law and the Indenture necessary to authorize the execution and delivery of this Supplemental Indenture and to make this Supplemental Indenture a valid and binding agreement for the purposes expressed herein, in accordance with its terms, have been complied with or have been duly done or performed;
WHEREAS, the Company and the Guarantors desire to amend the Indenture to effectuate the amendments thereto set forth herein on the date hereof; and
WHEREAS, pursuant to Section 8.01 of the Indenture, the Trustee is authorized to execute and deliver this Supplemental Indenture.
AGREEMENT
NOW, THEREFORE, in consideration of the premises and mutual covenants herein contained and intending to be legally bound, the parties to this Supplemental Indenture hereby agree as follows:
Section 1. Capitalized terms used herein and not otherwise defined herein are used as defined in the Indenture.
Section 2. From and after the date hereof, for all purposes of the Indenture (including Section 5.09 thereof):
(a)
the Reclassification constitutes a Common Stock Change Event;
(b)
subsequent conversions of Notes shall be made in the manner set forth in Section 5.09 of the Indenture;
(c)
subsequent adjustments to the Conversion Rate pursuant to Section 5.05(A) of the Indenture shall be made in a manner consistent with Section 5.09 of the Indenture; and
(d)
the Reference Property and Reference Property Unit with respect to the Common Stock Change Event that occurred on the date hereof shall consist of Class B Common Stock of the Company and one share thereof, respectively.
Section 3. By signing this Amendment, the Company and the Guarantor hereby confirms that the obligations of the Company and the Guarantor under the Indenture (as modified or supplemented hereby) or the Notes, (i) are entitled to the benefits of the Guarantees set forth in the Indenture (as modified or supplemented hereby) or the Notes, (ii) constitute “Guaranteed Obligations” or other similar term for purposes of Indenture (as modified or supplemented hereby) or the Notes, and (iii) notwithstanding the effectiveness of the terms hereof, the Guarantee set forth in the Indenture (as modified or supplemented hereby) or the Notes is, and shall continue to be, in full force and effect and is hereby ratified and confirmed in all respects (giving effect to the amendments set forth herein).
Section 4. This Supplemental Indenture shall be governed by and construed in accordance with the laws of the State of New York.
Section 5. This Supplemental Indenture may be signed in various counterparts which together shall constitute one and the same instrument.
Section 6. This Supplemental Indenture is an amendment supplemental to the Indenture, and the Indenture and this Supplemental Indenture shall henceforth be read together. Except as expressly amended hereby, the Indenture shall remain in full force and effect.
Section 7. The recitals and statements herein are deemed to be those of the Company and the Undersigned and not the Trustee. The Trustee shall not be responsible in any manner
whatsoever for or in respect of the validity or sufficiency of this Supplemental Indenture or for the recitals.
[Signature Page Follows]
IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed as of the date first above written.
NETSKOPE, INC., as the Company
By: /s/ James Bushnell
Name: James Bushnell
Title: Secretary and General Counsel
NETSKOPE SASE GATEWAY LLC, as a Guarantor
By: /s/ James Bushnell
Name: James Bushnell
Title: Vice President General Counsel and Secretary
U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, as Trustee
By: /s/ Brandon Bonfig
Name: Brandon Bonfig
Title: Vice President
EX-4.2
3
ck0002063196-ex4_2.htm
EX-4.2
EX-4.2
Exhibit 4.2
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NETSKOPE, INC.
and
U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION
as Trustee
─────────────────────
FIRST SUPPLEMENTAL INDENTURE
Dated as of September 19, 2025
─────────────────────
3.00% Convertible Senior PIK Toggle Notes due 2029
═══════════════════════════════════════════════════════
═══════════════════════════════════════════════════════
THIS FIRST SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), entered into as of September 19, 2025, among Netskope, Inc., a Delaware corporation, as issuer (the “Company”), Netskope SASE Gateway LLC (the “Undersigned”) and U.S. Bank Trust Company, National Association, as trustee (the “Trustee”).
RECITALS
WHEREAS, the Company, the Guarantors party thereto and the Trustee entered into an Indenture, dated as of September 30, 2024 (as amended, supplemented, or otherwise modified prior to the date hereof, the “Indenture”), relating to the Company’s 3.00% Convertible Senior PIK Toggle Notes due 2029 (the “Notes”);
WHEREAS, Section 8.01(F) of the Indenture provides that the Indenture may be amended and supplemented without the consent of any Holder by supplemental indentures that are entered into pursuant to, and in accordance with, Section 5.09 in connection with a Common Stock Change Event;
WHEREAS, the last paragraph of Section 5.09(A) of the Indenture requires that the Company execute and deliver to the Trustee, at or before the effective time of a Common Stock Change Event, a supplemental indenture pursuant to Section 8.01(F) of the Indenture that (x) provides for subsequent conversions of Notes in the manner set forth in Section 5.09 of the Indenture; (y) provides for subsequent adjustments to the Conversion Rate pursuant to Section 5.05(A) of the Indenture in a manner consistent with Section 5.09 of the Indenture; and (z) contains such other provisions, if any, that the Company reasonably determines are appropriate to preserve the economic interests of the Holders and to give effect to the provisions of Section 5.09(A) of the Indenture;
WHEREAS, Article IV of the Amended and Restated Certificate of Incorporation of the Company (the “A&R COI”) that was filed on the date hereof with the Secretary of State of the State of Delaware (the “DE SOS”) provides that immediately upon the effectiveness of the filing of the A&R COI with the DE SOS (the “Effective Time”), each share of the Company’s Common Stock (including, for the avoidance of doubt, Voting Common Stock and Class A Common Stock) issued and outstanding or held as treasury stock immediately prior to the Effective Time (the “Existing Common Stock”) shall, automatically and without further action by any stockholder, be reclassified as, and shall become, one share of Class B Common Stock (as each such term is defined in the A&R COI) (the “Reclassification”);
WHEREAS, the Effective Time has occurred;
WHEREAS, the Company has heretofore delivered, or is delivering contemporaneously herewith, to the Trustee, the Officer’s Certificate and the Opinion of Counsel described in Sections 8.06, 9.07, 12.02 and 12.03 of the Indenture with respect to this Supplemental Indenture;
WHEREAS, all other acts and proceedings required by law and the Indenture necessary to authorize the execution and delivery of this Supplemental Indenture and to make this Supplemental Indenture a valid and binding agreement for the purposes expressed herein, in accordance with its terms, have been complied with or have been duly done or performed;
WHEREAS, the Company and the Guarantors desire to amend the Indenture to effectuate the amendments thereto set forth herein on the date hereof; and
WHEREAS, pursuant to Section 8.01 of the Indenture, the Trustee is authorized to execute and deliver this Supplemental Indenture.
AGREEMENT
NOW, THEREFORE, in consideration of the premises and mutual covenants herein contained and intending to be legally bound, the parties to this Supplemental Indenture hereby agree as follows:
Section 1. Capitalized terms used herein and not otherwise defined herein are used as defined in the Indenture.
Section 2. From and after the date hereof, for all purposes of the Indenture (including Section 5.09 thereof):
(a)
the Reclassification constitutes a Common Stock Change Event;
(b)
subsequent conversions of Notes shall be made in the manner set forth in Section 5.09 of the Indenture;
(c)
subsequent adjustments to the Conversion Rate pursuant to Section 5.05(A) of the Indenture shall be made in a manner consistent with Section 5.09 of the Indenture; and
(d)
the Reference Property and Reference Property Unit with respect to the Common Stock Change Event that occurred on the date hereof shall consist of Class B Common Stock of the Company and one share thereof, respectively.
Section 3. By signing this Amendment, the Company and the Guarantor hereby confirms that the obligations of the Company and the Guarantor under the Indenture (as modified or supplemented hereby) or the Notes, (i) are entitled to the benefits of the Guarantees set forth in the Indenture (as modified or supplemented hereby) or the Notes, (ii) constitute “Guaranteed Obligations” or other similar term for purposes of Indenture (as modified or supplemented hereby) or the Notes, and (iii) notwithstanding the effectiveness of the terms hereof, the Guarantee set forth in the Indenture (as modified or supplemented hereby) or the Notes is, and shall continue to be, in full force and effect and is hereby ratified and confirmed in all respects (giving effect to the amendments set forth herein).
Section 4. This Supplemental Indenture shall be governed by and construed in accordance with the laws of the State of New York.
Section 5. This Supplemental Indenture may be signed in various counterparts which together shall constitute one and the same instrument.
Section 6. This Supplemental Indenture is an amendment supplemental to the Indenture, and the Indenture and this Supplemental Indenture shall henceforth be read together. Except as expressly amended hereby, the Indenture shall remain in full force and effect.
Section 7. The recitals and statements herein are deemed to be those of the Company and the Undersigned and not the Trustee. The Trustee shall not be responsible in any manner
whatsoever for or in respect of the validity or sufficiency of this Supplemental Indenture or for the recitals.
[Signature Page Follows]
IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed as of the date first above written.
NETSKOPE, INC., as the Company
By: /s/ James Bushnell
Name: James Bushnell
Title: Secretary and General Counsel
NETSKOPE SASE GATEWAY LLC, as a Guarantor
By: /s/ James Bushnell
Name: James Bushnell
Title: Vice President General Counsel and Secretary
U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, as Trustee
By: /s/ Brandon Bonfig
Name: Brandon Bonfig
Title: Vice President
