Form 4: Andreessen Horowitz Converts Navan Preferred Stock to Common

Andreessen Horowitz entities converted various series of preferred stock in Navan, Inc. into Class A Common Stock immediately prior to the company's initial public offering.

Summary

• Andreessen Horowitz entities, including LSV Fund I, II, III, Fund V, CLF Partners, and AH Parallel Fund V, converted their preferred stock holdings in Navan, Inc. into Class A Common Stock.
• This conversion occurred on October 31, 2025, immediately preceding Navan's Initial Public Offering (IPO).
• The conversion involved Series Seed, Series A, Series C, Series D, Series E, Series F, and Series G-1 Preferred Stock.
• Following these conversions, 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 conversion ratio was dependent on the IPO price per share of Class A Common Stock.
• This Form 4 is the first of three filings related to the same event, necessitated by SEC EDGAR system limits on reporting persons.

Sentiment

Score: 7

Explanation: The filing reports a standard, anticipated event (preferred stock conversion pre-IPO) which is generally a positive milestone for a company and its early investors, indicating a successful public listing. No negative information is disclosed.

Positives

• The conversion of preferred stock to common stock indicates a successful transition to a public company structure for Navan, Inc.
• Andreessen Horowitz, a prominent venture capital firm, maintains significant ownership in Navan, Inc. post-IPO, signaling continued confidence.

Future Outlook

The filing indicates the successful completion of Navan, Inc.'s initial public offering (IPO), as the preferred stock conversion occurred immediately prior to its closing.

Management Comments

• Each of the Reporting Persons disclaims the existence of a 'group' and disclaims beneficial ownership of the securities held by the AH LSV Fund I Entities and this report shall not be deemed an admission that such person is the beneficial owner of such securities, except to the extent of such person's pecuniary interest therein, if any.

Industry Context

This filing reflects a common event in the lifecycle of a venture-backed company transitioning to public ownership. The conversion of preferred stock held by early investors like Andreessen Horowitz into common stock is a standard procedure preceding an IPO, allowing these investors to hold publicly tradable shares. It signifies a successful exit or liquidity event for the venture capital firm's investment in Navan, Inc.

Stakeholder Impact

• Shareholders: Existing and new shareholders will see a clearer capital structure with preferred shares converting to common, potentially increasing the float and liquidity of Class A Common Stock.
• Andreessen Horowitz: The conversion allows Andreessen Horowitz entities to hold liquid, publicly traded shares, providing a pathway for future divestment or continued investment.

Next Steps

• The remaining two Forms 4 related to this event will be filed to disclose the full scope of beneficial ownership by all Andreessen Horowitz reporting persons.

Key Dates

Recommendation

This Form 4 reports a routine conversion of preferred stock to common stock by a major investor (Andreessen Horowitz) immediately prior to Navan's IPO. While it confirms a significant investor's continued stake, it does not provide new financial performance data or strategic updates that would warrant a change in investment recommendation based solely on this filing. Investors should 'hold' and await further financial disclosures and market performance data post-IPO to make a more informed decision.

Keywords

Navan Inc., NAVN, Andreessen Horowitz, Form 4, SEC Filing, Beneficial Ownership, Preferred Stock Conversion, Class A Common Stock, IPO, Venture Capital, Insider Trading Report