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10-Q2025-12-11· deepseek-v4-flash

NTSK · Netskope, Inc. Class A Common Stock

0001193125-25-316190

SEC filing

Summary

Netskope's Q3 FY26 revenue grew 33% YoY but net loss widened to $453M due to $410M in IPO-related stock-based compensation, masking underlying operating improvements.

Key takeaways

Full analysis

Period Performance

Netskope reported revenue of $184.2 million for the three months ended October 31, 2025, a 33% increase from $138.5 million in the same period last year. Growth was balanced between new customer acquisitions (48% of increment) and expansion within existing customers (52%). Gross profit rose 16% to $106.6 million, but gross margin contracted to 58% from 66%, primarily due to a $27.7 million increase in stock-based compensation expense recognized upon satisfaction of the liquidity condition for certain awards at IPO.

Operating expenses surged to $553.6 million from $145.6 million, driven by $398.2 million of incremental stock-based compensation from IPO-vested RSUs and milestone RSUs. As a result, operating loss widened to ($447.0 million) from ($53.8 million). Net loss was ($453.1 million) compared to ($70.7 million), and diluted EPS was ($1.85) versus ($0.72). On a non-GAAP basis, operating loss improved to ($28.2 million) from ($35.5 million), reflecting underlying operating leverage as revenue growth outpaced non-SBC expense increases.

Balance Sheet & Liquidity

Cash, cash equivalents, and marketable securities totaled $1.2 billion at October 31, 2025, compared to $246.7 million at January 31, 2025, reflecting the proceeds from the September 2025 IPO. Total assets more than doubled to $1.72 billion. The company holds $401.0 million in 2028 convertible notes and $75.0 million in 2029 convertible notes, both carried at fair value ($780.4 million total). Total liabilities increased to $1.56 billion from $1.34 billion, primarily due to fair value adjustments on the convertible notes. Stockholders' equity swung to $151.0 million from a deficit of ($485.6 million), driven by IPO proceeds and the conversion of preferred stock to common.

Cash Flow Quality

Operating cash flow turned positive at $19.9 million for the nine months ended October 31, 2025, versus ($116.8 million) used in the prior year, benefiting from improved working capital and higher deferred revenue. Free cash flow was $8.4 million compared to ($155.2 million) in the prior period. Capital expenditures of $11.6 million (2.3% of revenue) were significantly lower than the $35.8 million in the prior year, as the company leverages its existing NewEdge network. The company's cash position is strong, with no near-term debt maturities and interest on convertible notes payable in kind.

MD&A / Forward View

Management attributes revenue growth to strong customer demand for its cloud-native security platform, particularly in the Americas (43% growth) and EMEA (34% growth). The dollar-based net retention rate improved to 118%, indicating successful upsell and cross-sell. The company expects to continue investing in sales and marketing and R&D to capture market share, with a focus on federal government (FedRAMP High authorization) and international expansion. Operating expenses will be impacted by ongoing stock-based compensation, though the IPO-triggered acceleration is a one-time event. No quantitative guidance was provided for future periods.

Notes & Operating Detail

  • Revenue Mix: Subscription revenue accounted for 99% of total revenue. Indirect channel partners represented 95% of sales, with 35% from the top five partners.
  • Geographic Diversification: Americas 57%, EMEA 25%, APJ 18% of Q3 revenue.
  • Deferred Revenue: Total deferred revenue was $619.9 million, up from $590.3 million at January 31, 2025. Remaining performance obligations totaled $1.1 billion, with 56% expected to be recognized over the next 12 months.
  • Stock-Based Compensation: Total SBC for Q3 was $410.5 million, of which $402.1 million related to RSUs (including milestone RSUs). The company has $441.6 million of unrecognized SBC for RSUs and $97.2 million for milestone RSUs.
  • Convertible Notes: The 2028 notes carry a conversion price of $23.75 per share, and the 2029 notes at $24.70, both convertible into Class B common stock. Fair value changes are recorded in earnings and OCI.
  • Goodwill and Intangibles: Goodwill remained at $61.1 million; net intangible assets declined to $23.9 million from $37.2 million due to amortization.
  • Concentration: Two channel partners accounted for 16% and 15% of accounts receivable at period end.
  • IPO Impact: Issued 54.97 million shares of Class A common stock at $19.00, netting $992.2 million. All convertible preferred stock converted into 218.9 million shares of Class B common stock.