SCHEDULE: Netskope Founder Beri Boosts Stake to 28.4% Voting Power

Sanjay Beri, founder of Netskope, Inc., has disclosed beneficial ownership of 28.4% of the company's Class A common stock, including significant voting control through Class B shares.

Summary

• Sanjay Beri, the founder of Netskope, Inc., beneficially owns 33,775,721 shares, representing 28.4% of the Class A common stock.
• This ownership includes 1,312,624 shares of Class B common stock directly held by Beri.
• An additional 1,398,055 Class B shares are subject to options exercisable within 60 days of December 31, 2025.
• 827,596 Class B shares are issuable upon vesting of restricted stock units within 60 days of December 31, 2025.
• Beri also holds voting power over 5,826,530 Class B shares and 2,122,027 Class B shares (subject to acquisition within 60 days) held by another stockholder, via an irrevocable proxy under a voting agreement.
• The 2012 Sanjay Beri and Ava Malla Revocable Trust, for which Beri serves as trustee, holds 22,288,889 Class B common stock.
• The percentage ownership is calculated based on 85,188,411 Class A common stock shares outstanding as of December 4, 2025.
• Each Class B common stock share carries 20 votes, while Class A common stock carries 1 vote, giving Beri substantial control.

Sentiment

Score: 7

Explanation: StockSavvy.ai views this as a moderately positive disclosure, reflecting strong founder commitment and stable leadership, which can be beneficial for long-term strategy. However, the concentrated voting power through the dual-class structure introduces governance concerns for minority shareholders.

Positives

• Significant beneficial ownership by the founder and CEO, Sanjay Beri, demonstrates strong alignment of interests with the company's long-term success.
• The substantial voting power held by Beri through Class B shares provides stability in leadership and strategic direction.

Negatives

• The dual-class share structure, with Class B shares carrying 20 votes per share compared to Class A's 1 vote, concentrates significant control in the hands of Sanjay Beri, potentially limiting the influence of public Class A shareholders.
• The irrevocable proxy agreement further solidifies Beri's voting control over a portion of shares held by another stockholder.

Risks

• Concentrated voting power in Sanjay Beri could lead to decisions that may not always align with the broader interests of all shareholders, particularly Class A common stock holders.
• The dual-class structure may deter certain institutional investors who prefer a one-share, one-vote governance model.

Industry Context

StockSavvy.ai notes that significant founder ownership and dual-class share structures are common among technology companies, particularly those that have recently gone public or are still in high-growth phases. This structure allows founders like Sanjay Beri to maintain control and pursue long-term strategic visions without immediate pressure from short-term market fluctuations, a model seen in companies like Meta (Facebook) and Google (Alphabet).

Comparison to Industry Standards

• Netskope's dual-class share structure, granting Class B shares 20 votes per share compared to Class A's single vote, aligns with governance models adopted by several prominent tech companies. For instance, Alphabet (Google) maintains a similar structure with Class B shares holding 10 votes per share, ensuring co-founders Larry Page and Sergey Brin retain significant control.
• Meta Platforms (Facebook) also employs a dual-class structure where Mark Zuckerberg holds a majority of the voting power through Class B shares, allowing him to control strategic decisions despite not owning a majority of the economic interest.
• This contrasts with a growing trend among some institutional investors and proxy advisors who advocate for a 'one share, one vote' principle, viewing dual-class structures as potentially detrimental to minority shareholder rights. Companies like Snap Inc. initially went public with non-voting shares, which faced criticism, though they later introduced voting shares.

Corporate Governance

Related Party Transactions

• Sanjay Beri holds an irrevocable proxy pursuant to a voting agreement with another stockholder, granting him voting power over 5,826,530 Class B common stock and 2,122,027 Class B common stock that the other stockholder has the right to acquire.

Stakeholder Impact

• Shareholders: Class A shareholders may have limited influence on corporate decisions due to the concentrated voting power of Class B shares held by Sanjay Beri.
• Management: Beri's strong control ensures stability in leadership and strategic direction, potentially allowing for long-term planning without immediate market pressures.
• Creditors: The stable leadership might be viewed positively, but the governance structure itself doesn't directly impact creditworthiness.

Key Dates

Recommendation

The filing primarily details the existing beneficial ownership structure of Netskope's founder, Sanjay Beri, which includes significant voting control through a dual-class share system. While strong founder ownership can be a positive signal of commitment, the concentrated voting power may be a concern for some investors regarding corporate governance. This filing does not introduce new operational or financial performance data that would warrant a change in investment thesis, thus a 'hold' recommendation is appropriate for investors already familiar with the company's governance structure.

Keywords

Netskope, Sanjay Beri, Beneficial Ownership, Schedule 13G, Class A Common Stock, Class B Common Stock, Voting Power, Corporate Governance, Founder Ownership, Dual-Class Shares