Form 4: ICONIQ Converts Netskope Preferred Stock Ahead of IPO

ICONIQ Strategic Partners VI, L.P. and related entities converted various series of Netskope preferred stock into common stock on September 18, 2025, in anticipation of the company's initial public offering.

Summary

• ICONIQ Strategic Partners VI, L.P., Divesh Makan, and Matthew Jacobson, identified as Directors and 10% Owners of Netskope Inc. (NTSK), reported the conversion of various series of preferred stock.
• On September 18, 2025, Series A through G Convertible Preferred Stock were converted into Common Stock on a one-to-one basis.
• These conversions occurred prior to the completion of Netskope's initial public offering (IPO) of Class A Common Stock.
• A total of 56,198,315 shares of preferred stock were converted into an equivalent number of Common Stock shares, which were then reclassified into Class B Common Stock.
• Following these transactions, the reporting persons beneficially own 0 derivative securities of the specified preferred stock series.
• The reporting persons, including 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 Section 16 purposes, except to the extent of their pecuniary interest.

Sentiment

Score: 7

Explanation: The filing indicates a positive procedural step towards an IPO, which is generally a value-unlocking event for a private company and its investors. It reflects progress towards a public listing.

Positives

• The conversion of all outstanding preferred stock series (A through G) into common stock is a critical and necessary step in preparation for Netskope Inc.'s anticipated Initial Public Offering (IPO).
• This action signals significant progress towards a public listing, which can provide liquidity for early investors and potentially increase the company's visibility and access to capital markets.
• The one-to-one conversion ratio simplifies the capital structure ahead of the IPO.

Future Outlook

The filing explicitly states that the conversions occurred 'prior to the completion of the Issuer's initial public offering of Class A Common Stock (the 'IPO')'. This indicates an upcoming Initial Public Offering for Netskope Inc. is anticipated.

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

This event is a typical pre-IPO capital restructuring for a private company, especially one backed by venture capital or private equity firms like ICONIQ. Netskope operates in the cybersecurity industry, where many companies have recently pursued or are considering public listings to fuel growth and provide liquidity to early investors.

Comparison to Industry Standards

• The conversion of preferred stock to common stock is a standard pre-IPO capital restructuring event for venture-backed technology companies.
• Companies like Snowflake (SNOW) and Databricks, prior to their IPOs or significant funding rounds, also underwent similar conversions to simplify their capital structures.
• The reclassification of common stock into Class A and Class B shares, with Class B often carrying super-voting rights, is a common practice among tech companies (e.g., Google, Facebook) to maintain founder/early investor control post-IPO.

Related Party Transactions

• The filing details complex indirect ownership structures involving ICONIQ Strategic Partners VI, L.P., ICONIQ Strategic Partners II, L.P., and their respective general partners and equity holders (including Divesh Makan, William J.G. Griffith, and Matthew Jacobson). These entities and individuals are related parties to Netskope Inc. through their investment and board representation.

Stakeholder Impact

• Shareholders: Existing preferred shareholders (ICONIQ entities) have converted their holdings into common stock, positioning them for potential liquidity upon Netskope's IPO. Future public shareholders will likely acquire Class A Common Stock, while these investors will hold Class B Common Stock.
• Employees: Employees holding stock options or restricted stock units (RSUs) may anticipate a liquidity event with the upcoming IPO.

Next Steps

• Completion of Netskope Inc.'s Initial Public Offering (IPO) of Class A Common Stock.

Key Dates

Recommendation

This filing signals a significant and expected procedural step towards Netskope's IPO, which is generally a positive catalyst for a private company. However, as a Form 4, it reports a past transaction (conversion) and does not provide new operational or financial performance data. While the impending IPO is a positive indicator, a 'hold' recommendation is appropriate as investors should await the S-1 filing for comprehensive financial and business details before making a 'buy' or 'strong buy' decision based solely on this conversion.

Keywords

Netskope, NTSK, IPO, Convertible Preferred Stock, Common Stock, ICONIQ, SEC Form 4, beneficial ownership, private equity, cybersecurity