SCHEDULE: Pitango Funds Detail Riskified Stake, Class B Conversion
Beneficial Ownership Statement
Pitango Growth Fund I, L.P., Pitango Growth Principals Fund I, L.P., and Pitango G.E. Fund I, L.P. updated their beneficial ownership of Riskified Ltd. Class A Ordinary Shares, totaling 4.5% of the class.
Summary
- Pitango Growth Fund I, L.P. beneficially owns 4,773,016 Class A Ordinary Shares, representing 4.4% of the class.
- Pitango Growth Principals Fund I, L.P. beneficially owns 95,795 Class A Ordinary Shares, representing 0.09% of the class.
- Pitango G.E. Fund I, L.P. beneficially owns an aggregate of 4,868,811 Class A Ordinary Shares, representing 4.5% of the class.
- The total beneficial ownership reported by the Pitango Reporting Persons is 4,868,811 Class A Ordinary Shares, which constitutes 4.5% of the 104,034,048 Class A Ordinary Shares outstanding as of December 31, 2025.
- All beneficially owned Class A Ordinary Shares are underlying Class B Ordinary Shares, convertible at the reporting person's election on or prior to March 1, 2026.
- Class B Ordinary Shares are entitled to ten votes per share, while Class A Ordinary Shares are entitled to one vote per share, meaning the reporting persons' voting power is higher than their Class A share percentage.
Sentiment
Score: 6
Explanation: StockSavvy.ai views this as a neutral to slightly positive disclosure, confirming a significant institutional stake without indicating any immediate operational changes or financial performance updates.
Positives
- A significant institutional investor group, Pitango, maintains a substantial stake in Riskified Ltd., indicating continued confidence.
- The conversion option for Class B shares to Class A shares provides flexibility for the Pitango Reporting Persons.
Risks
- The dual-class share structure (Class A with 1 vote, Class B with 10 votes) means that the percentage of Class A shares beneficially owned does not fully reflect the voting power held by the Pitango Reporting Persons, potentially concentrating control.
- The conversion deadline of March 1, 2026, for Class B to Class A shares introduces a future event that could impact the Class A share float.
Future Outlook
The filing indicates that all beneficially owned Class A Ordinary Shares are underlying Class B Ordinary Shares, which are convertible at the reporting person's election on or prior to March 1, 2026. This conversion option provides future flexibility for the Pitango Reporting Persons regarding their stake in Riskified Ltd.
Industry Context
StockSavvy.ai notes that institutional ownership disclosures like this Schedule 13G provide transparency into significant investor positions. For Riskified Ltd., a fintech company specializing in fraud prevention, a stable institutional investor base can signal confidence in its technology and market position, especially in a competitive landscape with players like Forter and Signifyd. The dual-class share structure is common among tech companies, allowing founders and early investors to retain control.
Comparison to Industry Standards
- The 4.5% beneficial ownership by the Pitango Reporting Persons is a notable stake for an institutional investor in a publicly traded technology company.
- The use of Class B shares with superior voting rights (10 votes per share) compared to Class A shares (1 vote per share) is a common governance structure in the tech industry, seen in companies like Google (Alphabet) and Meta Platforms, designed to maintain founder control.
- The conversion deadline of March 1, 2026, for Class B to Class A shares is a standard mechanism for such dual-class structures, often tied to specific dates or events.
Corporate Governance
| Change Type | Description | Effective Date | Impact Assessment |
|---|---|---|---|
| Ownership Structure Disclosure | Disclosure of beneficial ownership by Pitango Reporting Persons, highlighting the dual-class share structure where Class B shares carry 10 votes per share compared to Class A shares' 1 vote per share. | 2025-12-31 | Reinforces the existing governance structure that concentrates voting power with holders of Class B shares, including the Pitango Principals, potentially impacting shareholder influence for Class A holders. |
Stakeholder Impact
- Shareholders: Provides transparency regarding a significant institutional investor's stake and the potential future conversion of Class B to Class A shares. The dual-class structure means Class A shareholders have less voting power per share compared to Class B holders.
Next Steps
- Conversion of Class B Ordinary Shares to Class A Ordinary Shares by Pitango Reporting Persons on or prior to March 1, 2026.
Key Dates
| Date | Description |
|---|---|
| 2022-02-14 | Original Statement of Beneficial Ownership on Schedule 13G filed. |
| 2025-12-31 | Date of event requiring filing of this statement and basis for share count. |
| 2026-02-17 | Signature date of the filing. |
| 2026-03-01 | Deadline for conversion of Class B Ordinary Shares to Class A Ordinary Shares. |
Recommendation
holdThis Schedule 13G filing is a routine disclosure of beneficial ownership by an institutional investor group and does not contain new information that would fundamentally alter the investment thesis for Riskified Ltd. It confirms a stable, significant stake by Pitango, but lacks operational or financial updates to warrant a change in recommendation. Investors should hold their positions and await further company-specific news or financial results.
Keywords
Riskified Ltd., Schedule 13G, Beneficial Ownership, Pitango Growth Fund, Class A Ordinary Shares, Class B Ordinary Shares, Institutional Investor, SEC Filing, Equity Stake, Voting Power
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