Form 4: ICONIQ Converts 42.7M Netskope Class B Shares to Class A

ICONIQ Strategic Partners and related entities converted over 42.7 million shares of Netskope Inc.'s Class B Common Stock into Class A Common Stock.

Summary

• ICONIQ Strategic Partners VI, L.P. and its related entities converted a total of 42,769,954 shares of Netskope Inc.'s Class B Common Stock into an equal number of Class A Common Stock shares.
• The conversions occurred on March 13, 2026, as indicated in the transaction tables, although the accompanying explanations refer to March 13, 2025.
• Specifically, ICONIQ Strategic Partners VI, L.P. converted 8,127,540 shares, ICONIQ Strategic Partners VI-B, L.P. converted 11,976,293 shares, and ICONIQ Strategic Partners VI Co-Invest, L.P. (Series NS) converted 18,872,434 shares.
• Additionally, ICONIQ Strategic Partners II, L.P. converted 1,931,110 shares, ICONIQ Strategic Partners II-B, L.P. converted 1,511,670 shares, and ICONIQ Strategic Partners II Co-Invest, L.P. (Series NS) converted 350,907 shares.
• Each share of Class B Common Stock is convertible into one share of Class A Common Stock at the option of the holder, and all Class B shares automatically convert on or prior to September 19, 2035.
• Following these transactions, ICONIQ entities hold significant amounts of Class A Common Stock, including 8,723,318 shares directly by ICONIQ Strategic Partners VI, L.P. and various indirect holdings by other ICONIQ funds.

Sentiment

Score: 6

Explanation: StockSavvy.ai views this as a neutral to slightly positive event. While a routine capital structure adjustment, it can be seen as a step towards simplifying the share structure and potentially increasing liquidity for Class A shares, which is generally favorable for public market investors.

Positives

• The conversion of Class B to Class A stock can simplify the capital structure, potentially making the company more attractive to a broader range of investors.
• Increased liquidity for the converted shares as Class A common stock is typically more widely traded.

Negatives

• The conversion from Class B (which often carries superior voting rights) to Class A (typically one vote per share) could dilute the voting power of the converting entities if they previously held super-voting Class B shares, though the filing does not specify voting rights.
• A discrepancy exists in the transaction date, with tables indicating March 13, 2026, while explanations state March 13, 2025, introducing a minor ambiguity.

Risks

• The filing itself does not explicitly state risks. However, the nature of the transaction (conversion of Class B to Class A) implies that the Class B shares might have had different voting rights, and the conversion could alter the voting power distribution among shareholders.

Future Outlook

The filing does not contain specific forward-looking statements or guidance regarding Netskope Inc.'s future performance or strategic direction, beyond the automatic conversion date for Class B shares.

Management Comments

• Each of ICONIQ GP II, ICONIQ Parent GP II, ICONIQ GP VI, ICONIQ Parent GP VI and Messrs. Makan, Griffith and Jacobson disclaims beneficial ownership of the securities reported herein for purposes of Section 16 of the Exchange Act, except to the extent of its or his 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.

Industry Context

StockSavvy.ai notes that the conversion of Class B shares, often associated with enhanced voting rights, to standard Class A shares is a common step for private companies nearing or preparing for a public listing, or for mature private companies simplifying their capital structure. This move can signal a shift towards broader shareholder alignment and potentially increased market liquidity, aligning Netskope with practices seen in other technology companies that have dual-class structures.

Comparison to Industry Standards

• Conversions from dual-class share structures (like Class B to Class A) are common in the tech industry, particularly for companies like Meta Platforms (formerly Facebook) or Google (Alphabet), which initially used such structures to maintain founder control.
• The 1:1 conversion ratio is standard for such transactions, ensuring no dilution in economic interest for the converting shareholders.
• The automatic conversion date (September 19, 2035) is a typical feature of dual-class structures, providing a long-term horizon for founders/early investors to maintain control before a mandatory transition to a single class of stock.

Related Party Transactions

• The conversions involve ICONIQ Strategic Partners entities, which are 10% owners and have directors on Netskope's board (Divesh Makan, Matthew Jacobson), making these related-party transactions.

Stakeholder Impact

• Shareholders: The conversion increases the float of Class A common stock, potentially enhancing liquidity. If Class B shares carried superior voting rights, the conversion could slightly rebalance voting power towards Class A shareholders over time.
• Investors: Provides clarity on the capital structure and the eventual transition of all Class B shares to Class A.

Next Steps

• William J.G. Griffith is separately filing a Form 4 reporting beneficial ownership of the securities.
• Class B Common Stock automatically converts to Class A Common Stock on or prior to September 19, 2035.

Key Dates

Recommendation

This Form 4 filing reports a routine conversion of Class B to Class A common stock by significant shareholders. It does not provide new financial performance data, strategic shifts, or material events that would warrant a change in investment recommendation. The conversion is an expected capital structure adjustment, not a direct indicator of immediate stock performance.

Keywords

Netskope, NTSK, ICONIQ Strategic Partners, Class B Common Stock, Class A Common Stock, Stock Conversion, SEC Form 4, Insider Transaction, Beneficial Ownership, Capital Structure