Pitango-affiliated funds updated their ownership in Riskified Ltd. through an amended Schedule 13G/A. As of December 31, 2025, Pitango Growth Fund I, L.P. reported beneficial ownership of 4,773,016 Class A ordinary shares, representing 4.4% of the class, and Pitango Growth Principals Fund I, L.P. reported 95,795 shares, or 0.09%.
Pitango G.E. Fund I, L.P. reported beneficial ownership of 4,868,811 Class A ordinary shares, representing 4.5% of the class, based on 104,034,048 Class A ordinary shares outstanding as of December 31, 2025. All reported Class A shares are issuable upon conversion of Class B ordinary shares, which carry ten votes per share versus one vote for Class A.
Positive
None.
Negative
None.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 1)
RISKIFIED LTD.
(Name of Issuer)
Class A Ordinary Shares, no par value
(Title of Class of Securities)
M8216R109
(CUSIP Number)
12/31/2025
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
Rule 13d-1(b)
Rule 13d-1(c)
Rule 13d-1(d)
SCHEDULE 13G
CUSIP No.
M8216R109
1
Names of Reporting Persons
PITANGO GROWTH FUND I, L.P.
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
CAYMAN ISLANDS
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
4,773,016.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
4,773,016.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
4,773,016.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
4.4 %
12
Type of Reporting Person (See Instructions)
PN
Comment for Type of Reporting Person: The ownership information presented herein represents beneficial ownership of Class A Ordinary Shares of the Issuer as of December 31, 2025, based upon 104,034,048 Class A Ordinary Shares outstanding as of December 31, 2025. The percent of class held by the Reporting Person assumes the conversion of all derivative securities held of record by the Reporting Person into Class A Ordinary Shares within 60 days of December 31, 2025. All of the Class A Ordinary Shares beneficially owned by the Reporting Person are Class A Ordinary Shares underlying Class B Ordinary Shares of the Issuer that are convertible to Class A Ordinary Shares, at the Reporting Person's election, on or prior to March 1, 2026.
SCHEDULE 13G
CUSIP No.
M8216R109
1
Names of Reporting Persons
Pitango Growth Principals Fund I, L.P.
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
CAYMAN ISLANDS
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
95,795.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
95,795.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
95,795.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
0.09 %
12
Type of Reporting Person (See Instructions)
PN
Comment for Type of Reporting Person: The ownership information presented herein represents beneficial ownership of Class A Ordinary Shares of the Issuer as of December 31, 2025, based upon 104,034,048 Class A Ordinary Shares outstanding as of December 31, 2025. The percent of class held by the Reporting Person assumes the conversion of all derivative securities held of record by the Reporting Person into Class A Ordinary Shares within 60 days of December 31, 2025. All of the Class A Ordinary Shares beneficially owned by the Reporting Person are Class A Ordinary Shares underlying Class B Ordinary Shares of the Issuer that are convertible to Class A Ordinary Shares, at the Reporting Person's election, on or prior to March 1, 2026.
SCHEDULE 13G
CUSIP No.
M8216R109
1
Names of Reporting Persons
Pitango G.E. Fund I, L.P.
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
CAYMAN ISLANDS
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
4,868,811.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
4,868,811.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
4,868,811.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
4.5 %
12
Type of Reporting Person (See Instructions)
PN
Comment for Type of Reporting Person: The ownership information presented herein represents beneficial ownership of Class A Ordinary Shares of the Issuer as of December 31, 2025, based upon 104,034,048 Class A Ordinary Shares outstanding as of December 31, 2025. The percent of class beneficially owned by the Reporting Person assumes the conversion of all derivative securities beneficially owned by the Reporting Person into Class A Ordinary Shares within 60 days of December 31, 2025. All of the Class A Ordinary Shares beneficially owned by the Reporting Person are Class A Ordinary Shares underlying Class B Ordinary Shares of the Issuer that are convertible to Class A Ordinary Shares on or prior to March 1, 2026.
SCHEDULE 13G
Item 1.
(a)
Name of issuer:
RISKIFIED LTD.
(b)
Address of issuer's principal executive offices:
220 5th Avenue, 2nd Floor, New York, NY 10001
Item 2.
(a)
Name of person filing:
The following entities are filing this Amendment No. 1 (this "Amendment") to the Statement of Beneficial Ownership on Schedule 13G filed on February 14, 2022 (the "Statement"):
(i) Pitango Growth Fund I, L.P.;
(ii) Pitango Growth Principals Fund I, L.P.; and
(iii) Pitango G.E. Fund I, L.P. ("Pitango G.E.").
Collectively, the entities identified in the foregoing clauses (i)-(ii) are referred to herein as the "Pitango Investing Entities", and, together with Pitango G.E., as the "Pitango Reporting Persons".
The Pitango Investing Entities directly beneficially own the Class A ordinary shares (as defined in Item 2(d) below) that are reported in this Amendment. Pitango G.E. serves as the sole general partner for each of the Pitango Investing Entities, and, consequently, possesses shared voting and dispositive power with respect to all such Class A ordinary shares that are beneficially owned by the Pitango Investing Entities.
The partners of Pitango G.E. are one individual and eight private companies that are each owned by one of the following individuals--Rami Beracha, Ayal Itzkovitz, Eyal Niv, Ittai Harel, Isaac Hillel, Rami Kalish, Aaron Mankovski, Chemi Peres and Zeev Binman (the "Pitango Principals"). The Pitango Principals may therefore be deemed to possess shared voting and dispositive power with respect to all Class A ordinary shares held by the Pitango Investing Entities.
(b)
Address or principal business office or, if none, residence:
The principal business office of each of the Pitango Reporting Persons is: 2 Leonardo da Vinci St., Landmark Tower, Tel-Aviv-Yafo, 6473309, Israel
(c)
Citizenship:
Please see row 4 of the cover pages of the respective Pitango Reporting Persons.
(d)
Title of class of securities:
Class A Ordinary Shares, no par value
(e)
CUSIP No.:
M8216R109
Item 3.
If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)
An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)
An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)
A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
(k)
Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.
Ownership
(a)
Amount beneficially owned:
Please see row 9 of the cover pages of the respective Pitango Reporting Persons.
(b)
Percent of class:
Please see row 11 of the cover pages of the respective Pitango Reporting Persons. The percentages appearing on the cover pages of the respective Pitango Reporting Persons are calculated based on 104,034,048 Class A Ordinary Shares outstanding as of December 31, 2025, based on information obtained by the Reporting Persons from the Issuer. The percent of class beneficially owned by the Pitango Reporting Persons assumes the conversion of all derivative securities beneficially owned by the Pitango Reporting Persons into Class A Ordinary Shares within 60 days of December 31, 2025. All of the Class A Ordinary Shares beneficially owned by the Pitango Reporting Persons are Class A Ordinary Shares underlying Class B Ordinary Shares of the Issuer that are convertible to Class A Ordinary Shares on or prior to March 1, 2026.
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
Please see row 5 of the cover pages of the respective Pitango Reporting Persons and the related footnotes on such cover pages. All Class A ordinary shares beneficially owned by the Pitango Reporting Persons are issuable upon conversion of Class B ordinary shares. Because the Class B ordinary shares are entitled to ten votes, and Class A ordinary shares are entitled to one vote, per share, the percentage of the outstanding voting power possessed by the Reporting Persons is higher than the percentage of the Class A ordinary shares beneficially owned by them.
(ii) Shared power to vote or to direct the vote:
Please see row 6 of the cover pages of the respective Pitango Reporting Persons and the related footnotes on such cover pages. All Class A ordinary shares beneficially owned by the Pitango Reporting Persons are issuable upon conversion of Class B ordinary shares. Because the Class B ordinary shares are entitled to ten votes, and Class A ordinary shares are entitled to one vote, per share, the percentage of the outstanding voting power possessed by the Reporting Persons is higher than the percentage of the Class A ordinary shares beneficially owned by them.
(iii) Sole power to dispose or to direct the disposition of:
Please see row 7 of the cover pages of the respective Pitango Reporting Persons and the related footnotes on such cover pages.
(iv) Shared power to dispose or to direct the disposition of:
Please see row 8 of the cover pages of the respective Pitango Reporting Persons and the related footnotes on such cover pages.
The Pitango Principals possess shared voting and dispositive power with respect to all Class A ordinary shares held by the Pitango Investing Entities (and beneficially owned by the Pitango Reporting Persons), in the aggregate, and may therefore be deemed to beneficially own an aggregate of 4,868,811 Class A ordinary shares, constituting 4.5% of the issued and outstanding Class A ordinary shares. Each of the Pitango Principals disclaims beneficial ownership of all such shares except to the extent of his pecuniary interest therein.
Item 5.
Ownership of 5 Percent or Less of a Class.
Ownership of 5 percent or less of a class
Item 6.
Ownership of more than 5 Percent on Behalf of Another Person.
Not Applicable
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
Not Applicable
Item 8.
Identification and Classification of Members of the Group.
Not Applicable
Item 9.
Notice of Dissolution of Group.
Not Applicable
Item 10.
Certifications:
Not Applicable
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
PITANGO GROWTH FUND I, L.P.
Signature:
/s/ Eyal Klein
Name/Title:
Eyal Klein/CFO
Date:
02/17/2026
Signature:
/s/ Aaron Mankovski
Name/Title:
Aaron Mankovski/Managing Director
Date:
02/17/2026
Pitango Growth Principals Fund I, L.P.
Signature:
/s/ Eyal Klein
Name/Title:
Eyal Klein/CFO
Date:
02/17/2026
Signature:
/s/ Aaron Mankovski
Name/Title:
Aaron Mankovski/Managing Director
Date:
02/17/2026
Pitango G.E. Fund I, L.P.
Signature:
/s/ Eyal Klein
Name/Title:
Eyal Klein/CFO
Date:
02/17/2026
Signature:
/s/ Aaron Mankovski
Name/Title:
Aaron Mankovski/Managing Director
Date:
02/17/2026
Exhibit Information
Exhibit 1. Joint Filing Agreement pursuant to Rule 13d-1(k) of the Securities Exchange Act of 1934, as amended (incorporated by reference to Exhibit 1 to the Statement of Beneficial Ownership on Schedule 13G filed by the Reporting Persons with the Securities and Exchange Commission on February 14, 2022) https://www.sec.gov/Archives/edgar/data/1650485/000110465922021922/tm226580d2_ex-1.htm
What percentage of Riskified (RSKD) does Pitango Growth Fund I, L.P. report owning?
Pitango Growth Fund I, L.P. reports beneficial ownership of 4.4% of Riskified’s Class A ordinary shares. This corresponds to 4,773,016 shares, calculated against 104,034,048 Class A shares outstanding as of December 31, 2025, assuming conversion of its derivative securities within 60 days.
How many Riskified (RSKD) shares does Pitango G.E. Fund I, L.P. beneficially own?
Pitango G.E. Fund I, L.P. reports beneficial ownership of 4,868,811 Class A ordinary shares of Riskified. This represents 4.5% of the issued and outstanding Class A shares, based on 104,034,048 Class A ordinary shares outstanding as of December 31, 2025, with assumed derivative conversion.
What is the overall stake Pitango principals may be deemed to hold in Riskified (RSKD)?
The Pitango principals may be deemed to beneficially own an aggregate of 4,868,811 Class A ordinary shares of Riskified. This constitutes 4.5% of the issued and outstanding Class A ordinary shares and reflects their shared voting and dispositive power over shares held by the Pitango investing entities.
How many Riskified (RSKD) shares were outstanding for the ownership calculations?
The ownership percentages are calculated using 104,034,048 Class A ordinary shares of Riskified outstanding as of December 31, 2025. Each reporting person’s percentage reflects this share count and assumes conversion of their derivative securities into Class A shares within 60 days of that date.
How do Riskified (RSKD) Class B shares affect Pitango’s voting power?
All Class A shares reported by the Pitango entities are issuable upon conversion of Class B ordinary shares. Because each Class B share carries ten votes versus one vote per Class A share, Pitango’s percentage of total voting power exceeds its percentage ownership of the Class A share class.
Who are the Pitango reporting persons in the Riskified (RSKD) Schedule 13G/A amendment?
The reporting persons are Pitango Growth Fund I, L.P., Pitango Growth Principals Fund I, L.P., and Pitango G.E. Fund I, L.P. The first two directly hold the economic interests, while Pitango G.E. serves as sole general partner and shares voting and dispositive power over those Class A ordinary shares.