Form 4: Andreessen Horowitz Converts Preferred Stock to Navan Common Shares

Andreessen Horowitz entities converted significant preferred stock holdings into Class A Common Stock of Navan, Inc. in anticipation of the company's IPO.

Summary

• Andreessen Horowitz LSV Fund III, L.P. and several related Andreessen Horowitz 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.
• The conversions occurred automatically for no additional consideration immediately prior to the closing of Navan, Inc.'s initial public offering (IPO).
• The transaction date for these conversions is reported as October 31, 2025.
• 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 total Class A Common Stock beneficially owned by the listed Andreessen Horowitz entities following these reported transactions is 25,446,435 shares.
• This Form 4 is the second of three filings related to the same event, necessitated by SEC EDGAR system limits on reporting persons per form.

Sentiment

Score: 7

Explanation: The filing reports a standard, positive procedural step (preferred stock conversion) in anticipation of an IPO, indicating progress for the company and its investors. It does not contain new operational or financial performance data.

Positives

• The conversion of preferred stock to common stock signals a significant step towards Navan, Inc.'s initial public offering (IPO), indicating progress towards a public listing.
• The conversion for no additional consideration is a standard and positive event for early-stage investors, providing them with liquid common shares.
• The substantial holdings by Andreessen Horowitz entities, totaling over 25 million Class A Common Stock shares, demonstrate strong institutional backing for Navan, Inc.

Risks

• The reporting persons disclaim the existence of a 'group' and beneficial ownership of securities held by other entities, except to the extent of their pecuniary interest, which could complicate understanding the full extent of collective influence.

Future Outlook

The filing indicates that Navan, Inc. is progressing towards its initial public offering (IPO), with significant preferred stock holdings converting to common shares as a preparatory step.

Industry Context

The conversion of preferred stock to common stock is a standard and expected event for venture-backed companies like Navan, Inc. as they approach an initial public offering. This process allows early investors to transition their illiquid preferred shares into publicly tradable common stock, a common milestone in the lifecycle of a high-growth technology company.

Comparison to Industry Standards

• The automatic conversion of preferred stock into common stock immediately prior to an IPO is a standard mechanism for venture capital-backed companies, aligning with typical industry practices for liquidity events.
• The significant ownership stake maintained by Andreessen Horowitz, a prominent venture capital firm, is comparable to other successful tech IPOs where lead investors retain substantial positions post-listing.

Related Party Transactions

• The filing details beneficial ownership by various Andreessen Horowitz funds (Andreessen Horowitz LSV Fund I, L.P., II, L.P., III, L.P., Fund V, L.P., AH Parallel Fund V, L.P., and CLF Partners, LP), which are related entities. Marc Andreessen and Benjamin Horowitz are identified as managing members of the general partners for these funds, potentially having shared voting and dispositive power over the shares.

Stakeholder Impact

• Shareholders, particularly those holding preferred stock, will see their holdings convert to more liquid Class A Common Stock, which is a positive for their investment.
• The public market will gain clarity on the ownership structure of Navan, Inc. post-IPO, with a significant block of shares held by institutional investors.

Next Steps

• Completion of Navan, Inc.'s initial public offering (IPO).

Key Dates

Keywords

Navan Inc, Andreessen Horowitz, IPO, Preferred Stock Conversion, Class A Common Stock, Beneficial Ownership, Form 4, Venture Capital