| FORM 3 | UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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1. Name and Address of Reporting Person*
(Street)
(Country) | 2. Date of Event Requiring Statement
(Month/Day/Year) 03/18/2026 | 3. Issuer Name and Ticker or Trading Symbol
RISKIFIED LTD. [ RSKD ] | |||||||||||||||
| 3a. Foreign Trading Symbol
| 5. If Amendment, Date of Original Filed
(Month/Day/Year) | ||||||||||||||||
| 4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
| 6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Beneficially Owned | |||
|---|---|---|---|
| 1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
| Class A Ordinary Shares | 5,841,646(1) | D | |
| Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
|---|---|---|---|---|---|---|---|
| 1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
| Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
| Class B Ordinary Shares | (2) | (2) | Class A Ordinary Shares | 9,113,300 | $0(2) | D | |
| Performance Stock Units | (3) | (3) | Class A Ordinary Shares | 3,993,440 | (3) | D | |
| Explanation of Responses: |
| 1. Includes Class A Ordinary Shares and outstanding restricted stock units (RSUs) held by the Reporting Person. Each RSU represents the right to receive one Class A Ordinary Share upon vesting and settlement. |
| 2. Each Class B Ordinary Share is convertible at any time at the option of the Reporting Person into one Class A Ordinary Share and has no expiration date. In addition, each Class B Ordinary Share held by the Reporting Person will convert automatically into one Class A Ordinary Share upon the sale or transfer of such Class B Ordinary Share, subject to certain exceptions, and in certain other circumstances described in the Issuer's Amended and Restated Articles of Association. |
| 3. Performance Stock Units ("PSUs") were granted to the Reporting Person on July 15, 2021. Each PSU represents the right to receive one Class A Ordinary Share. The PSUs are divided into ten equal tranches, and vesting of each tranche is contingent upon the achievement of pre-established stock price hurdles established by the Issuer's Compensation Committee and Board over a ten year period commencing on the grant date and expiring on the 10th anniversary thereof. |
| Remarks: |
| Exhibit 24.1 - Power of Attorney |
| /s/ Eric Treichel, as attorney-in-fact for Eido Gal | 03/18/2026 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 5 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||
| * Form 3: SEC 1473 (03-26) | ||