Form 4: ICONIQ Converts Netskope Preferred Stock Ahead of IPO

ICONIQ Strategic Partners entities converted over 56 million shares of Netskope preferred stock into common stock as a procedural step before the company's initial public offering.

Summary

• ICONIQ Strategic Partners VI, L.P. and several related ICONIQ entities reported the conversion of various series of Netskope Inc. (NTSK) convertible preferred stock into common stock.
• The conversions occurred on September 18, 2025, prior to the completion of Netskope's initial public offering (IPO) of Class A Common Stock.
• Each share of Series A, B, C, D, E, F, and G Convertible Preferred Stock converted into Common Stock on a one-to-one basis.
• A total of 56,198,315 shares of preferred stock were converted into common stock across all reported series and entities.
• Immediately prior to the IPO, each share of Common Stock was reclassified into one share of Class B Common Stock.
• The reporting persons, including ICONIQ Strategic Partners VI, L.P., ICONIQ Strategic Partners VI-B, L.P., ICONIQ Strategic Partners VI Co-Invest, L.P. (Series NS), ICONIQ Strategic Partners II, L.P., ICONIQ Strategic Partners II-B, L.P., and ICONIQ Strategic Partners II Co-Invest, L.P. (Series NS), are 10% owners and potentially directors of Netskope Inc.
• This Form 4 is one of four filings due to the limitations of the SEC's electronic filing system, necessitated by the number of reporting persons and holding lines.

Sentiment

Score: 5

Explanation: The filing is a procedural Form 4 reporting a standard pre-IPO conversion of preferred stock to common stock. It does not contain new financial performance data or unexpected events, thus maintaining a neutral sentiment.

Positives

• The conversion of preferred stock to common stock is a standard and necessary procedural step typically undertaken by companies prior to an Initial Public Offering (IPO), indicating progress towards a public listing.
• The one-to-one conversion ratio simplifies the capital structure, which is generally favorable for public market investors.

Future Outlook

The conversions of preferred stock into common stock, followed by the reclassification of common stock into Class B Common Stock, are explicitly stated to occur prior to the completion of Netskope's initial public offering (IPO) of Class A Common Stock, indicating an imminent public listing.

Management Comments

• ICONIQ GP II is the sole general partner of ICONIQ Strategic Partners II, L.P., ICONIQ Strategic Partners II-B, L.P., and ICONIQ Strategic Partners II Co-Invest, L.P. (Series NS).
• ICONIQ Parent GP II is the sole general partner of ICONIQ GP II.
• ICONIQ GP VI is the sole general partner of ICONIQ Strategic Partners VI, L.P., ICONIQ Strategic Partners VI-B, L.P. and ICONIQ Strategic Partners VI Co-Invest, L.P. (Series NS).
• ICONIQ Parent GP VI is the sole general partner of ICONIQ GP VI.
• Divesh Makan and William J.G. Griffith are the sole equity holders of ICONIQ Parent GP II, and Messrs. Makan, Griffith and Matthew Jacobson are the sole equity holders of ICONIQ Parent GP VI.
• 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

The conversion of preferred stock into common stock is a standard and expected event for private companies preparing for an Initial Public Offering (IPO). This action simplifies the capital structure, making it more straightforward for public investors and aligning with typical pre-IPO corporate restructuring practices in the technology and cybersecurity sectors.

Comparison to Industry Standards

• The one-to-one conversion of preferred stock to common stock is a standard practice for venture-backed companies like Netskope as they approach an IPO, aligning with typical industry benchmarks for capital structure simplification.
• The reclassification of common stock into Class B Common Stock, likely with differential voting rights, is also a common strategy employed by technology companies (e.g., Google, Meta, Snowflake) prior to IPO to allow founders and early investors to maintain control post-listing.

Corporate Governance

Related Party Transactions

• The filing details the complex ownership structure of the ICONIQ Strategic Partners entities, identifying ICONIQ GP II, ICONIQ Parent GP II, ICONIQ GP VI, and ICONIQ Parent GP VI as general partners.
• Divesh Makan, William J.G. Griffith, and Matthew Jacobson are identified as sole equity holders of the parent general partners, indicating their indirect beneficial ownership and control over the reporting entities.
• The reporting persons are 10% owners and potentially directors of Netskope Inc., establishing a related party relationship for these conversions.

Stakeholder Impact

• **Shareholders (Preferred to Common):** Preferred shareholders (ICONIQ entities) converted their shares into common stock, which will then be reclassified into Class B Common Stock, aligning their ownership structure with the upcoming public listing.
• **Future Public Shareholders (Class A):** The reclassification into Class B Common Stock implies a dual-class structure, meaning public Class A shareholders will likely have different voting rights compared to Class B shareholders, potentially impacting their influence on corporate governance.
• **Company (Netskope):** The conversion simplifies the capital structure, a necessary step for an IPO, and the reclassification helps maintain control for existing key investors and management post-IPO.

Next Steps

• Completion of Netskope's initial public offering (IPO) of Class A Common Stock.

Key Dates

Keywords

Netskope, NTSK, ICONIQ Strategic Partners, Preferred Stock Conversion, Common Stock, IPO, SEC Form 4, Beneficial Ownership, Class B Common Stock, Pre-IPO