Form 4: ICONIQ Boosts Netskope Stake with $38M Class A Stock Purchase

ICONIQ Strategic Partners, a 10% owner and director of Netskope Inc., reported significant conversions of preferred and common stock, alongside a $37.98 million purchase of Class A Common Stock.

Summary

• ICONIQ Strategic Partners, a 10% owner and director of Netskope Inc. (NTSK), reported multiple transactions related to the company's initial public offering (IPO).
• On September 18, 2025, various Series Convertible Preferred Stock (A-H) held by ICONIQ entities converted into a total of 64,267,593 shares of Common Stock on a one-to-one basis prior to the IPO.
• Immediately prior to the IPO on September 19, 2025, the 64,267,593 shares of Common Stock were reclassified into an equal number of Class B Common Stock.
• On September 19, 2025, ICONIQ Strategic Partners II, L.P., II-B, L.P., and II Co-Invest, L.P. (Series NS) converted a total of 21,497,559 shares of Class B Common Stock into an equal number of Class A Common Stock.
• On September 19, 2025, ICONIQ entities purchased 1,999,000 shares of Class A Common Stock at a price of $19 per share, totaling $37,981,000.
• This is one of four related Form 4 filings due to SEC electronic filing system limitations, with William J.G. Griffith also filing separately.

Sentiment

Score: 8

Explanation: The significant insider purchase of Class A Common Stock by ICONIQ Strategic Partners, a 10% owner and director, demonstrates strong confidence in Netskope's valuation and future. The structural changes related to the IPO are standard and positive for market readiness.

Positives

• A significant investment by a major institutional investor (ICONIQ Strategic Partners), a 10% owner and director, through the purchase of 1,999,000 shares of Class A Common Stock at $19 per share, totaling $37,981,000, indicates strong confidence in Netskope's future.
• The conversion of preferred stock and reclassification of common stock to Class A and Class B common stock streamlines the capital structure post-IPO, which is a positive step for a newly public company.

Risks

• ICONIQ GP II, ICONIQ Parent GP II, ICONIQ GP VI, ICONIQ Parent GP VI, and Messrs. Makan, Griffith, and Jacobson disclaim beneficial ownership of the reported securities for purposes of Section 16 of the Exchange Act, except to the extent of their pecuniary interest therein, if any.
• This report shall not be deemed an admission that any of the Reporting Persons is a beneficial owner of such securities for the purpose of Section 16 of the Exchange Act, or for any other purpose.

Future Outlook

Class B Common Stock automatically converts to Class A Common Stock on a 1:1 basis on or prior to September 19, 2035, as outlined in Netskope's amended and restated certificate of incorporation.

Management Comments

• Each share of Series A Convertible Preferred Stock, Series B Convertible Preferred Stock, Series C Convertible Preferred Stock, Series D Convertible Preferred Stock, Series E Convertible Preferred Stock, Series F Convertible Preferred Stock, Series G Convertible Preferred Stock converted into Common Stock on a one-to-one basis prior to the completion of the Issuer's initial public offering of Class A Common Stock (the 'IPO') and had no expiration date.
• Pursuant to a reclassification exempt under Rule 16b-7, each share of Common Stock was reclassified into one share of Class B Common Stock immediately prior to the completion of the IPO.
• On September 19, 2025, ICONIQ Strategic Partners II, L.P., ICONIQ Strategic Partners II-B, L.P. and ICONIQ Strategic Partners II Co-Invest, L.P. (Series NS) converted 10,942,956 shares, 8,566,130 shares and 1,988,473 shares, respectively, of the Issuer's Class B Common Stock into an equal number of shares of the Issuer's Class A Common Stock.
• Each share of Class B Common Stock is convertible into one share of Class A Common Stock at the option of the holder.
• The shares of Class B Common Stock automatically convert to shares of Class A common stock on a 1:1 basis on or prior to September 19, 2035 as set forth in the Issuer's amended and restated certificate of incorporation.

Industry Context

This filing reflects a significant insider investment in Netskope, a cybersecurity company, following its IPO. Such a substantial purchase by a major institutional investor like ICONIQ, which also holds director positions, signals strong internal confidence in the company's market position and growth prospects within the competitive cloud security and SASE (Secure Access Service Edge) industry. It suggests that key stakeholders believe Netskope is well-positioned to capitalize on increasing demand for robust enterprise security solutions.

Comparison to Industry Standards

• Insider purchases of this magnitude ($37.98 million) by a 10% owner and director are generally viewed positively, indicating strong conviction in the company's valuation and future performance, often exceeding typical open-market purchases by individual executives.
• The conversion of preferred stock to common stock and subsequent reclassification to Class A and Class B common stock is a standard procedure for companies undergoing an IPO, aligning the capital structure with public market requirements.
• The dual-class share structure (Class A and Class B) is common among tech companies, such as Palantir (PLTR) or Snowflake (SNOW) at their IPOs, designed to maintain founder/early investor control and long-term strategic vision.

Corporate Governance

Related Party Transactions

• ICONIQ Strategic Partners entities, as 10% owners and directors, purchased 1,999,000 shares of Class A Common Stock for $37,981,000.
• Conversions and reclassifications of preferred and common stock by ICONIQ Strategic Partners entities as part of the IPO process.

Stakeholder Impact

• Shareholders: The significant insider purchase by ICONIQ Strategic Partners could instill confidence in existing and potential shareholders, signaling strong belief in the company's value. The dual-class structure impacts voting rights, with Class B holders typically having more votes per share, but Class B shares convert to Class A over time.
• Company (Netskope): The transactions streamline the capital structure for a public company and demonstrate continued strong backing from a major institutional investor.

Next Steps

• Automatic conversion of remaining Class B Common Stock to Class A Common Stock on or prior to September 19, 2035.

Key Dates

Recommendation

The substantial insider purchase of $37.98 million in Class A Common Stock by ICONIQ Strategic Partners, a 10% owner and director, signals a very strong vote of confidence in Netskope's future prospects and valuation. This significant investment, coupled with the streamlining of the capital structure post-IPO, suggests that key insiders believe the stock is undervalued or poised for significant growth. Such a large insider buy is a powerful indicator for investors.

Keywords

Netskope, NTSK, ICONIQ Strategic Partners, Form 4, Insider Trading, Stock Purchase, Class A Common Stock, Class B Common Stock, Preferred Stock Conversion, IPO, Beneficial Ownership