SCHEDULE: Accel Funds Report Significant Netskope Stake

Accel Funds, a group of investment entities, filed a Schedule 13G reporting beneficial ownership in Netskope, Inc.'s Class A common stock, subject to a 9.99% conversion restriction.

Summary

• Accel Funds, a group of twelve investment entities, collectively reported beneficial ownership in Netskope, Inc.'s Class A common stock.
• The filing is a Schedule 13G, indicating a passive investment intent by the reporting persons.
• Accel XII L.P. (A12) and Accel Growth Fund IV L.P. (AGF4) each reported beneficial ownership of 6,102,992 shares of Class A common stock, representing 9.9% of the class.
• These ownership percentages are subject to a 'Conversion Restriction Agreement' which prohibits the conversion of Class B shares into Class A shares if it would result in beneficial ownership exceeding 9.99% of the outstanding Class A shares.
• Accel XII Associates L.L.C. (A12A) and Accel Growth Fund IV Associates L.L.C. (AGF4A), as general partners, are deemed to have sole voting and dispositive power over the shares held by their respective limited partnerships, also capped at 9.9% beneficial ownership.
• Other Accel entities, including Accel XII Strategic Partners L.P. (A12SP), Accel Investors 2014 L.L.C. (AI14), Accel XIV L.P. (A14), Accel XIV Strategic Partners L.P. (A14SP), Accel XIV Associates L.L.C. (A14A), Accel XIV Investors (2019) L.L.C. (AI19), and Accel Growth Fund Investors 2016 L.L.C. (AI16), reported smaller beneficial ownership percentages ranging from 0.0% to 1.5%.
• The beneficial ownership calculations are based on 54,970,000 shares of Class A common stock outstanding after Netskope's initial public offering, as reported in a prospectus filed on September 18, 2025.

Sentiment

Score: 6

Explanation: The filing is a routine disclosure of beneficial ownership by a group of institutional investors (Accel Funds). It confirms a substantial, passive stake in Netskope, Inc., which is generally a neutral to slightly positive signal as it indicates continued institutional confidence without suggesting any immediate changes in control or strategy. The conversion restriction is a notable detail but does not inherently imply negative sentiment.

Positives

• The filing indicates continued significant investment by Accel Funds in Netskope, suggesting confidence in the company's long-term prospects from a major institutional investor.
• The passive nature of the 13G filing suggests that Accel Funds are not seeking to influence or change control of Netskope, which can be viewed positively by current management and other shareholders.

Negatives

• The 'Conversion Restriction Agreement' limits the ability of certain Accel entities to convert their Class B shares into Class A shares if it would result in beneficial ownership exceeding a 9.99% threshold, potentially restricting their flexibility or influence.

Risks

• A 'Conversion Restriction Agreement' is in place, prohibiting certain Accel entities (A12, A12A, AGF4, AGF4A) from converting their Class B shares into Class A shares to the extent that, following such conversion, they would collectively beneficially own in excess of 9.99% of the outstanding Class A shares. This could impact liquidity or control dynamics if these entities wished to increase their Class A holdings beyond this cap.

Future Outlook

NA

Industry Context

NA

Corporate Governance

Stakeholder Impact

• Shareholders: The filing clarifies the significant, but capped, beneficial ownership of Accel Funds, providing transparency on a major institutional holder. The conversion restriction ensures that certain Accel entities cannot unilaterally increase their Class A voting power beyond 9.99% through conversion, which could be seen as protecting other Class A shareholders from excessive concentration of control.
• Management: The passive nature of the 13G filing suggests that Accel Funds are not seeking to influence or change control, which provides stability for current management.

Next Steps

• Netskope, Inc. will continue its operations as a publicly traded company.
• Accel Funds will continue to hold their beneficial ownership in Netskope, Inc. Class A common stock, subject to the Conversion Restriction Agreement.

Key Dates

Keywords

Netskope, Accel, Schedule 13G, beneficial ownership, Class A common stock, Class B common stock, institutional investor, equity investment, SEC filing