Form 4: Lightspeed Converts Navan Preferred Stock to Class A

Lightspeed Venture Partners and its affiliates will convert various series of Navan, Inc. preferred stock into Class A Common Stock on October 31, 2025, ahead of the company's IPO.

Summary

• Lightspeed Venture Partners X, L.P. and its affiliated entities are reporting the conversion of their preferred stock holdings in Navan, Inc. into Class A Common Stock.
• The transaction date for these conversions is October 31, 2025.
• This conversion is set to occur automatically immediately prior to the closing of Navan, Inc.'s initial public offering (IPO).
• No additional consideration is required for the conversion, with the ratio dependent on the IPO's initial public price per share.
• This Form 4 is the first of two filings, necessitated by SEC EDGAR system limits on reporting persons, and covers 16 Lightspeed entities.
• Following the conversion, Lightspeed Venture Partners X, L.P. will beneficially own 23,365,502 shares of Class A Common Stock.
• Lightspeed Affiliates X, L.P. will beneficially own 192,885 shares of Class A Common Stock.
• Lightspeed Opportunity Fund, L.P. will beneficially own 4,780,989 shares of Class A Common Stock.
• Lightspeed Strategic Partners I L.P. will beneficially own 587,965 shares of Class A Common Stock.
• Lightspeed Venture Partners Select II, L.P. will beneficially own 14,859,595 shares of Class A Common Stock.
• Lightspeed Venture Partners Select III, L.P. will beneficially own 6,134,518 shares of Class A Common Stock.

Sentiment

Score: 7

Explanation: The filing reports a standard, pre-IPO conversion of preferred stock to common stock by a major investor. This is a positive indicator of progress towards a public listing for Navan, Inc. and reflects investor confidence, though it's a procedural step rather than a direct financial performance update.

Positives

• The conversion of preferred stock to common stock is a standard procedure preceding an IPO, indicating progress towards a public listing for Navan, Inc.
• Lightspeed's significant holdings post-conversion demonstrate strong investor confidence in Navan, Inc.'s future prospects.

Risks

• The conversion ratio for preferred stock to Class A Common Stock is dependent on the initial price per share in Navan, Inc.'s IPO, introducing uncertainty regarding the final number of common shares received if the IPO price fluctuates.
• The successful completion of the IPO is a prerequisite for the automatic conversion, meaning any delays or cancellation of the IPO could impact the reported transaction.

Future Outlook

The filing indicates an upcoming Initial Public Offering (IPO) for Navan, Inc., as the preferred stock conversion is contingent upon and immediately precedes the closing of the IPO. This suggests a significant corporate event is planned for the near future, specifically around October 31, 2025.

Management Comments

• Each of LGP X and LUGP X disclaims beneficial ownership of these shares except to the extent of its respective pecuniary interest therein.

Industry Context

This filing reflects a common step in the lifecycle of a venture-backed company preparing for an IPO. Venture capital firms like Lightspeed typically hold preferred stock, which converts to common stock upon a liquidity event such as an IPO. This signals Navan, Inc.'s maturity and readiness to enter public markets, aligning with a trend of successful private companies seeking public listings for growth capital and investor exits.

Comparison to Industry Standards

• The conversion of preferred stock to common stock prior to an IPO is a standard practice for venture-backed companies, consistent with typical capital structure evolution in the tech and growth sectors.
• Lightspeed Venture Partners, as a prominent venture capital firm, frequently participates in such conversions as part of their investment strategy, similar to firms like Andreessen Horowitz or Sequoia Capital when their portfolio companies go public.
• The structure involving multiple affiliated funds (e.g., Lightspeed Venture Partners X, Lightspeed Opportunity Fund, Lightspeed Strategic Partners) is common for large VC firms managing diverse investment vehicles.

Stakeholder Impact

• Shareholders (existing preferred): Their preferred shares will convert to Class A Common Stock, providing liquidity potential post-IPO.
• Shareholders (future common): The IPO will create new public shareholders, and the conversion ensures a unified common stock structure.
• Company (Navan, Inc.): The IPO will provide capital and increase public visibility.
• Lightspeed Venture Partners: Their investment will transition to a publicly tradable form, allowing for future exit opportunities.

Next Steps

• Navan, Inc. is expected to proceed with its Initial Public Offering (IPO) following the conversion of preferred stock.
• Additional Form 4 filings are expected from other Lightspeed entities related to these same events, as indicated in the remarks.

Key Dates

Recommendation

This Form 4 reports a pre-IPO conversion of preferred stock to common stock, a standard procedural step for a company preparing to go public. While it signals progress towards an IPO, which is generally positive, the filing itself does not provide new financial performance data or a direct valuation. The transaction date is in the future (October 31, 2025), making this an anticipatory filing. Investors should hold and await further details regarding the IPO pricing and actual market debut of Navan, Inc. to make a more informed decision. The conversion itself is an expected event and does not immediately change the fundamental value proposition, but the impending IPO is a significant catalyst.

Keywords

Navan Inc., NAVN, Lightspeed Venture Partners, SEC Form 4, Beneficial Ownership, Preferred Stock Conversion, Class A Common Stock, IPO, Initial Public Offering, Venture Capital, Insider Trading Report