SCHEDULE: Sanjay Beri Discloses 36.7% Stake in Netskope, Inc.

Netskope, Inc. co-founder Sanjay Beri has filed a Schedule 13G, revealing beneficial ownership of 31,881,523 shares, representing 36.7% of the company's Class A Common Stock.

Summary

• Sanjay Beri, co-founder of Netskope, Inc., reported beneficial ownership of 31,881,523 shares of Class A Common Stock as of September 30, 2025.
• This aggregate amount represents 36.7% of the total outstanding Class A Common Stock.
• Beri holds sole voting power over 9,592,634 shares and shared voting power over 22,288,889 shares.
• He holds sole dispositive power over 2,170,587 shares and shared dispositive power over 22,288,889 shares.
• The ownership includes 405,490 shares of Class B common stock directly held by Beri.
• It also includes 1,313,680 shares of Class B common stock subject to options exercisable within 60 days of September 30, 2025.
• Additionally, 451,417 shares of Class B common stock are issuable upon vesting of restricted stock units within 60 days of September 30, 2025.
• Beri holds voting power over 5,333,352 shares of Class B common stock and 2,088,695 shares of Class B common stock held by another stockholder, through an irrevocable proxy via a voting agreement.
• The 22,288,889 shares of Class B common stock held by the 2012 Sanjay Beri and Ava Malla Revocable Trust, for which Beri serves as trustee, are also included.
• Each share of Class B common stock is convertible into one share of Class A common stock and carries 20 votes per share, compared to Class A's one vote per share.

Sentiment

Score: 5

Explanation: The filing is a factual disclosure of beneficial ownership and does not inherently convey positive or negative sentiment regarding company performance or prospects. It is a neutral regulatory compliance document.

Positives

• The filing indicates significant and concentrated ownership by a co-founder, which can align management interests with long-term company success.
• The dual-class share structure with Class B shares having 20 votes per share provides strong voting control to the co-founder, potentially enabling stable long-term strategic direction.

Negatives

• The high concentration of voting power in Class B shares held by the co-founder could limit the influence of Class A shareholders on corporate governance and strategic decisions.

Risks

• Concentrated voting power through Class B shares may allow the co-founder to control outcomes of matters requiring shareholder approval, potentially against the interests of other shareholders.
• The dual-class structure could deter certain institutional investors who prefer a one-share, one-vote governance model.

Future Outlook

NA

Industry Context

This filing is a standard disclosure of significant beneficial ownership by a key insider, common in publicly traded companies, particularly those with dual-class share structures. It highlights the continued influence of the co-founder in Netskope, Inc., a cybersecurity company operating in a competitive and rapidly evolving industry.

Comparison to Industry Standards

• The dual-class share structure, with Class B shares carrying 20 votes per share, is a common feature among technology companies, particularly those founded by entrepreneurs seeking to maintain control post-IPO. Companies like Google (Alphabet), Meta (Facebook), and Snap Inc. also utilize similar structures to empower founders and long-term vision.
• Sanjay Beri's 36.7% beneficial ownership stake is substantial, providing significant control. This level of insider ownership is comparable to founders of other major tech firms who retain significant equity and voting power after going public, ensuring their strategic direction remains dominant.

Corporate Governance

Related Party Transactions

• The filing discloses that 22,288,889 shares of Class B common stock are held by the 2012 Sanjay Beri and Ava Malla Revocable Trust, for which Sanjay Beri serves as trustee. This represents a related party holding.

Stakeholder Impact

• Shareholders: Class A shareholders will have significantly less voting power compared to Class B shareholders, particularly Sanjay Beri, due to the dual-class structure and concentrated ownership. This could limit their influence on major corporate decisions.
• Management: The strong control held by co-founder Sanjay Beri provides stability in leadership and strategic direction, potentially allowing for long-term planning without immediate pressure from external shareholders.
• Employees: The stable leadership provided by concentrated ownership might foster a consistent corporate culture and strategic vision, which could impact employee morale and long-term career prospects.

Key Dates

Keywords

Netskope Inc, Sanjay Beri, Schedule 13G, Beneficial Ownership, Class A Common Stock, Class B Common Stock, Voting Agreement, Corporate Governance, Insider Ownership, Dual-Class Stock