Form 4: Andreessen Horowitz Converts Navan Preferred Stock

Andreessen Horowitz entities converted various preferred stock holdings in Navan, Inc. into Class A Common Stock, a move typically preceding an initial public offering.

Summary

• Andreessen Horowitz Fund V, L.P. and several affiliated entities reported the conversion of various series of preferred stock (Series Seed, A, C, D, E, F, and G-1) into Class A Common Stock of Navan, Inc. [NAVN].
• The conversions occurred on October 31, 2025, immediately prior to the closing of Navan, Inc.'s initial public offering (IPO).
• No additional consideration was paid for the conversion, with the conversion ratio dependent upon the initial offering price per share of the Class A Common Stock in the IPO.
• Following these transactions, Andreessen Horowitz LSV Fund I, L.P. beneficially owns 6,757,090 shares of Class A Common Stock.
• Andreessen Horowitz LSV Fund II, L.P. beneficially owns 5,574,551 shares of Class A Common Stock.
• Andreessen Horowitz LSV Fund III, L.P. beneficially owns 607,161 shares of Class A Common Stock.
• Andreessen Horowitz Fund V, L.P. beneficially owns 2,081,772 shares of Class A Common Stock.
• CLF Partners, LP beneficially owns 17,001 shares of Class A Common Stock.
• AH Parallel Fund V, L.P. beneficially owns 10,408,860 shares of Class A Common Stock.
• The reporting persons are identified as both Directors and 10% Owners of Navan, Inc.
• This Form 4 is the third of three filings related to the same event, split due to SEC EDGAR system limits on the number of reporting persons per form.

Sentiment

Score: 5

Explanation: The filing is a procedural report of a stock conversion, which is a neutral event in itself, though it is a necessary step for an IPO.

Positives

• The conversion of preferred stock into common stock simplifies Navan, Inc.'s capital structure.
• This action indicates a significant step towards or the completion of Navan, Inc.'s initial public offering (IPO), providing liquidity for early investors.
• Andreessen Horowitz entities maintain substantial ownership in Navan, Inc. through Class A Common Stock, signaling continued commitment.

Risks

• The reporting persons disclaim the existence of a 'group' and beneficial ownership of securities held by certain entities, except to the extent of their pecuniary interest, which could imply complex ownership structures and potential for future disputes over control or influence.

Future Outlook

No specific forward-looking statements or guidance regarding future company performance or strategic initiatives are provided in this filing. The conversion event is tied to the closing of the Issuer's initial public offering.

Industry Context

The conversion of preferred stock to common stock by venture capital firms like Andreessen Horowitz is a standard procedural event that typically occurs immediately prior to or concurrent with a portfolio company's initial public offering (IPO). This action prepares the company's capital structure for public trading and provides liquidity for early investors.

Related Party Transactions

• The conversion of preferred stock to common stock involves multiple Andreessen Horowitz affiliated funds (e.g., AH LSV Fund I, AH LSV Fund II, AH LSV Fund III, AH Fund V, AH Parallel Fund V, CLF Partners, LP) and Navan, Inc.
• Marc Andreessen and Benjamin Horowitz, as managing members of the general partners of these funds, are deemed to have shared voting and dispositive power over the shares.

Stakeholder Impact

• Shareholders: The conversion of preferred shares into common shares typically increases the float of Class A Common Stock, potentially improving liquidity. This event is a prerequisite for an IPO, which can provide a public market for shares.
• Andreessen Horowitz Funds: The conversion provides liquidity and a clear path to exit or continued investment in a publicly traded company, allowing them to realize returns on their investment.

Next Steps

• The filing reports a completed conversion event that occurred immediately prior to Navan, Inc.'s IPO closing. No further specific actions or milestones are mentioned.

Key Dates

Keywords

Navan, Andreessen Horowitz, Form 4, beneficial ownership, stock conversion, preferred stock, Class A Common Stock, IPO, insider transaction