Form 4: Netskope Director Converts Preferred Stock Pre-IPO

William J.G. Griffith, a director and 10% owner of Netskope Inc., converted over 56 million shares of preferred stock into common stock ahead of the company's initial public offering.

Summary

• William J.G. Griffith, a Director and 10% Owner of Netskope Inc. (NTSK), reported the conversion of various series of convertible preferred stock.
• On September 18, 2025, a total of 56,198,315 shares of Series A, B, C, D, E, F, and G Convertible Preferred Stock were converted into Common Stock on a one-to-one basis.
• This conversion occurred prior to the completion of Netskope's initial public offering (IPO) of Class A Common Stock.
• Immediately prior to the IPO, each share of Common Stock was reclassified into one share of Class B Common Stock.
• The reporting person holds these securities indirectly through various ICONIQ Strategic Partners entities, 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).
• William J.G. Griffith disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein.

Sentiment

Score: 8

Explanation: The conversion of preferred stock to common stock is a standard and necessary step prior to an IPO, indicating significant progress towards a public listing for Netskope Inc. This is generally viewed as a positive development for the company and its investors, signaling an imminent public offering.

Positives

• The conversion of preferred stock into common stock is a standard and necessary step for a private company preparing for an Initial Public Offering (IPO), indicating significant progress towards a public listing.
• The transaction aligns the interests of early investors (holding preferred stock) with future public shareholders by converting their equity into a common stock class.

Future Outlook

The filing indicates that Netskope Inc. is in the final stages of preparing for its Initial Public Offering (IPO) of Class A Common Stock, as the reported conversions and reclassifications are pre-IPO procedural steps.

Industry Context

This type of preferred stock conversion and reclassification is a common pre-IPO maneuver for high-growth technology companies, particularly in the cybersecurity and cloud security sectors where Netskope operates. It streamlines the capital structure in anticipation of public trading and often establishes a dual-class share structure to maintain control for founders and early investors.

Corporate Governance

Related Party Transactions

• William J.G. Griffith, a director and 10% owner, holds indirect beneficial ownership through various ICONIQ Strategic Partners entities (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)). He is an equity holder in the general partners of these entities (ICONIQ Parent GP II and ICONIQ Parent GP VI), indicating a related party relationship for these transactions.

Stakeholder Impact

• Existing preferred shareholders (primarily ICONIQ Strategic Partners entities) will transition to holding Class B Common Stock, aligning their equity structure with the upcoming public market.
• Future public shareholders will likely acquire Class A Common Stock, participating in a dual-class share structure where Class B shareholders may retain significant voting control.
• The conversion and reclassification are critical preparatory steps for the company's Initial Public Offering, impacting all potential and future public investors by defining the share classes available.

Next Steps

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

Key Dates

Keywords

Netskope, NTSK, SEC Form 4, Insider Transaction, Preferred Stock Conversion, IPO, Class B Common Stock, William J.G. Griffith, ICONIQ Capital