SCHEDULE: Cannon-Brookes Maintains 22.3% Stake in Atlassian

Michael Cannon-Brookes, through the Cannon-Brookes Head Trust, reported a 22.3% beneficial ownership of Atlassian Corporation's Class A Common Stock as of September 30, 2025, representing 42.6% of total voting power.

Summary

• Michael Cannon-Brookes beneficially owns 48,024,933 shares of Atlassian Corporation's Class B Common Stock.
• These shares are held of record by CBC Co Pty Ltd as trustee of the Cannon-Brookes Head Trust.
• This ownership represents approximately 22.3% of the outstanding Class A Common Stock, calculated by treating the Class B shares as converted to Class A for ownership percentage purposes.
• Each Class B Common Stock share is entitled to ten votes, giving the reporting person approximately 42.6% of the aggregate combined voting power of Atlassian's outstanding shares.
• Class B shares are convertible into Class A shares on a one-for-one basis at the holder's option or upon certain events, including most transfers.

Sentiment

Score: 6

Explanation: The filing is a routine disclosure of beneficial ownership, indicating a substantial and continued stake by a key individual. While not inherently positive or negative, the significant voting power held by the reporting person through Class B shares is a notable governance characteristic.

Positives

• The filing indicates a substantial, continued stake in the company by a key individual, which can signal confidence.

Negatives

• The dual-class share structure, while common for tech companies, concentrates voting power, potentially limiting influence for Class A shareholders.

Risks

• Concentrated voting power: Michael Cannon-Brookes holds approximately 42.6% of the aggregate combined voting power through his Class B shares, which could allow him to exert significant control over corporate actions and potentially override the interests of other shareholders.
• Limited influence for Class A shareholders: The ten-for-one voting power of Class B shares means that Class A shareholders have significantly less voting influence per share.

Future Outlook

NA

Industry Context

Dual-class share structures are prevalent in the technology sector, often used by founders to maintain control and pursue long-term strategies without immediate pressure from public markets. Companies like Google (Alphabet), Meta (Facebook), and Snap also employ similar structures.

Comparison to Industry Standards

• Atlassian's dual-class share structure, with Class B shares carrying ten votes per share compared to Class A's one vote, is a common governance model among founder-led technology companies.
• This structure is comparable to that of Alphabet Inc. (Google), where founders Larry Page and Sergey Brin, along with Eric Schmidt, hold significant voting power through Class B shares.
• Meta Platforms (Facebook) also utilizes a similar structure, allowing Mark Zuckerberg to retain substantial control despite owning a minority of the total equity.
• Snap Inc. (Snapchat) similarly has a multi-class structure, ensuring founders Evan Spiegel and Bobby Murphy maintain control.
• The concentration of 42.6% of combined voting power in a single individual (Michael Cannon-Brookes) is a significant level of control, aligning with the founder-centric governance seen in these industry peers.

Corporate Governance

Stakeholder Impact

• Shareholders: Class A shareholders have significantly less voting power per share compared to Class B shareholders, potentially limiting their influence on corporate governance and strategic decisions. The concentrated voting power of Michael Cannon-Brookes means he can exert substantial control.
• Management: The significant voting power held by a co-founder can provide stability and long-term vision, but also means management decisions are heavily influenced by this individual.

Key Dates

Recommendation

This Schedule 13G filing is a routine disclosure of a significant, but previously known, beneficial ownership stake by Michael Cannon-Brookes. It does not contain new financial performance data, strategic shifts, or material events that would warrant a change in investment recommendation. The continued substantial ownership by a key insider can be seen as a sign of confidence, but the concentrated voting power through the dual-class structure is a known governance characteristic. Therefore, a "hold" recommendation is appropriate as the filing provides no new information to alter an existing investment thesis.

Keywords

Atlassian, Michael Cannon-Brookes, Schedule 13G, beneficial ownership, Class A Common Stock, Class B Common Stock, voting power, corporate governance, insider ownership