Riskified (RSKD) completes $4.3M repurchase of 1M shares from Pitango funds

Rhea-AI Filing Summary

Riskified Ltd. completed a privately negotiated repurchase of 1,000,000 Class A ordinary shares from funds affiliated with Pitango Venture Capital. The company paid cash consideration of $4.26 per share, for total consideration of approximately $4.3 million, at a discount to the volume weighted average price on the New York Stock Exchange over a specified period.

The transaction was carried out under Riskified’s previously announced share repurchase authorization and was consummated on April 3, 2026 after required Israeli regulatory conditions were satisfied. Because Pitango’s managing partner Aaron Mankovski served on Riskified’s board when the agreement was signed, the repurchase received approval from the company’s Audit Committee and full Board of Directors.

Insights

Equity capital markets analyst

Riskified executes a $4.3M related-party share repurchase at a VWAP discount.

Riskified repurchased 1,000,000 Class A ordinary shares from Pitango for about $4.3 million, at $4.26 per share. The filing notes this price reflects a discount to the volume weighted average price on the NYSE over a specified period.

The buyback was executed under a previously announced repurchase authorization, indicating it is part of an ongoing capital allocation framework rather than a standalone special action. Key governance safeguards include approval by the Audit Committee and Board, given the connection between Pitango and former director Aaron Mankovski.

The filing confirms that required Israeli regulatory conditions were satisfied before closing on April 3, 2026. Subsequent company filings may detail how this repurchase interacts with any remaining authorization capacity and broader capital return priorities.

Key Figures

Shares repurchased: 1,000,000 shares Repurchase price per share: $4.26 per share Total repurchase consideration: approximately $4.3 million +2 more

5 metrics

Shares repurchased 1,000,000 shares Class A ordinary shares repurchased from Pitango funds

Repurchase price per share $4.26 per share Cash consideration for each Class A ordinary share

Total repurchase consideration approximately $4.3 million Aggregate cash paid for 1,000,000 shares

Regulatory condition deadline April 30, 2026 Deadline to satisfy Israeli regulatory requirements

Repurchase closing date April 3, 2026 Date the Pitango share repurchase was consummated

Key Terms

privately negotiated share repurchase agreement, volume weighted average price, Audit Committee, Registration Statements on Form S-8, +1 more

5 terms

privately negotiated share repurchase agreement financial

"entered into a privately negotiated share repurchase agreement (the “Share Repurchase Agreement”)"

volume weighted average price financial

"representing a discount to the volume weighted average price of the Company’s Class A Ordinary Shares"

The volume weighted average price (VWAP) is a way to measure the average price of a security, such as a stock, over a specific period, taking into account how many units were traded at each price. It’s similar to calculating the average cost of items bought when some are more frequently purchased than others. Investors use VWAP to assess whether a security is being bought or sold at a fair price during trading.

Audit Committee regulatory

"The Repurchase was approved by the Company's Audit Committee and Board of Directors."

A company's audit committee is a small group of board members who act like independent inspectors for the firm's finances, overseeing how financial reports are prepared, monitoring internal controls, and managing the relationship with external auditors. Investors care because a strong audit committee reduces the risk of accounting errors, fraud, or misleading statements, making financial statements more trustworthy and helping protect shareholder value.

Registration Statements on Form S-8 regulatory

"incorporated by reference into the Company’s Registration Statements on Form S-8"

foreign private issuer regulatory

"REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16"

A foreign private issuer is a company organized outside the United States that meets tests showing it is primarily foreign-controlled and therefore qualifies for a different set of U.S. reporting rules. For investors, that means the company files less frequent or differently formatted disclosures with U.S. regulators and may follow home-country accounting and governance practices, so buying its stock is like dining at a well-reviewed restaurant that follows its home kitchen’s rules instead of the local menu — you get access but should check what standards apply.

Form 6-K: How Foreign Companies Report to the SEC →

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16

UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of April 2026

Commission File Number: 001-40692

Riskified Ltd.

(Translation of the registrant's name into English)

Riskified Ltd.

220 5th Avenue, 2nd Floor

New York, New York 10001

(Address of principal executive offices)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

Form 20-F x         Form 40-F ¨

EXPLANATORY NOTE

As previously disclosed, on March 13, 2026, Riskified Ltd. (the “Company”) and certain funds affiliated with Pitango Venture Capital (collectively, “Pitango”) entered into a privately negotiated share repurchase agreement (the “Share Repurchase Agreement”) with respect to the repurchase by the Company of 1,000,000 of its Class A Ordinary Shares for cash consideration of $4.26 per share (representing a discount to the volume weighted average price of the Company’s Class A Ordinary Shares on the New York Stock Exchange as determined over a specified period), or an aggregate of approximately $4.3 million (the “Repurchase”), conditional on the satisfaction of certain Israeli regulatory requirements prior to April 30, 2026 (the “Conditions”).

On April 3, 2026, the parties consummated the Repurchase following satisfaction of the Conditions. The Repurchase was effected pursuant to the Company's previously announced repurchase authorization.

Mr. Aaron Mankovski, who was a member of the Company’s Board of Directors at the time the Share Repurchase Agreement was entered into and resigned effective March 17, 2026, is a Managing Partner of Pitango. The Repurchase was approved by the Company's Audit Committee and Board of Directors.

This report on Form 6-K is incorporated by reference into the Company’s Registration Statements on Form S-8 (File Nos. 333-258461, 333-265150, 333-270006, 333-277711, 333-285599 and 333-294095).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

			Riskified Ltd.
			(Registrant)
			By:			/s/ Eido Gal
Date: April 3, 2026			Name:			Eido Gal
			Title:			Chief Executive Officer

FAQ

What share repurchase did Riskified (RSKD) complete with Pitango funds?

Riskified completed a privately negotiated repurchase of 1,000,000 Class A ordinary shares from Pitango-affiliated funds. The deal was executed under its existing buyback authorization after required Israeli regulatory conditions were satisfied and received approval from the company’s Audit Committee and Board of Directors.

How much did Riskified (RSKD) pay per share in the Pitango repurchase?

Riskified paid cash consideration of $4.26 per Class A ordinary share in the Pitango repurchase. This price represented a discount to the volume weighted average price of its shares on the New York Stock Exchange, calculated over a specified period referenced in the agreement.

What was the total value of Riskified’s share repurchase from Pitango?

The aggregate cash consideration for Riskified’s repurchase from Pitango was approximately $4.3 million. This total reflects the purchase of 1,000,000 Class A ordinary shares at $4.26 per share, executed as a privately negotiated transaction under the company’s existing share repurchase authorization.

Why did Riskified’s Audit Committee need to approve the Pitango share repurchase?

Riskified’s Audit Committee approved the transaction because Pitango’s managing partner, Aaron Mankovski, served on Riskified’s Board when the agreement was signed. This governance step addressed the related-party nature of the deal before the Board also approved and the company consummated the repurchase.

When was Riskified’s share repurchase with Pitango consummated?

The share repurchase between Riskified and Pitango was consummated on April 3, 2026. Closing occurred after the parties confirmed that specified Israeli regulatory requirements had been satisfied ahead of an April 30, 2026 deadline set as a condition in the original repurchase agreement.

Is the Riskified–Pitango repurchase linked to any existing share buyback authorization?

Yes. The repurchase of 1,000,000 Class A ordinary shares from Pitango was carried out under Riskified’s previously announced repurchase authorization. This indicates the deal fits within an established capital return program rather than representing a one-off or ad hoc transaction.