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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 2 ntsk-ex99_1.htm EX-99.1 EX-99.1

 

Exhibit 99.1

img191869959_0.jpg

 

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.

1


 

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

2


 

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.

3


 

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.

4


 

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

5


 

NETSKOPE, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(in thousands)

(unaudited)

 

 

July 31,

 

 

January 31,

 

 

2026

 

 

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

 

 

 

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

 

 

6

 

 

 

6

 

Class B common stock

 

 

35

 

 

 

34

 

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

 

 

6


 

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

 

 

7


 

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

 

 

60

 

 

 

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

 

 

8


 

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

 

 

74

 

%

 

 

72

 

%

 

 

74

 

%

 

 

71

 

%

Non-GAAP gross margin

 

 

77

 

%

 

 

75

 

%

 

 

77

 

%

 

 

74

 

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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

 

 

48

 

%

 

 

46

 

%

 

 

50

 

%

 

 

45

 

%

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

 

 

43

 

%

 

 

43

 

%

 

 

44

 

%

 

 

42

 

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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

 

 

46

 

%

 

 

43

 

%

 

 

49

 

%

 

 

43

 

%

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

 

 

33

 

%

 

 

41

 

%

 

 

35

 

%

 

 

40

 

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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

 

 

20

 

%

 

 

11

 

%

 

 

21

 

%

 

 

11

 

%

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

 

 

9

 

%

 

 

10

 

%

 

 

9

 

%

 

 

10

 

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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

 

 

 

 

-

 

 

 

 

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

 

 

(9

)

%

 

 

(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

 

 

 

 

-

 

 

 

 

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

 

 

 

 

-

 

 

 

 

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.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

9


 

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

 

 

(7

)

%

 

 

(10

)

%

 

 

(17

)

%

 

 

3

 

%

Free cash flow margin

 

 

(14

)

%

 

 

(12

)

%

 

 

(21

)

%

 

 

(1

)

%

Note: Certain figures may not sum due to rounding.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

10