Form 4: Andreessen Horowitz Entities Distribute and Sell Millions of Samsara Inc. Shares

Various Andreessen Horowitz investment funds and related entities, including those associated with Benjamin Horowitz, distributed over 35 million shares of Samsara Inc. Class A Common Stock to their partners, with some entities subsequently selling over 400,000 shares on the open market.

Summary

• On June 9, 2025, various Andreessen Horowitz investment funds, including Andreessen Horowitz LSV Fund I, L.P., Andreessen Horowitz Fund IV, L.P., AH Parallel Fund IV, L.P., AH Parallel Fund V, L.P., and Andreessen Horowitz LSV Fund III, L.P., distributed a total of 35,326,720 shares of Samsara Inc. Class A Common Stock to their limited partners and general partners for no consideration.
• As part of these distributions, certain related entities and trusts, such as AH 2022 Annual Fund, L.P., AH Capital Management, L.L.C., the 1997 Horowitz Family Trust, and the Horowitz 2020 Dynasty Trust, acquired shares.
• On June 10, 2025, Andreessen Horowitz LSV Fund I, L.P. and AH Parallel Fund V, L.P. converted 212,248 and 65,494 shares of Class B Common Stock to Class A Common Stock, respectively.
• Subsequently, on June 10, 2025, Andreessen Horowitz LSV Fund I, L.P., AH Parallel Fund V, L.P., AH 2022 Annual Fund, L.P., and AH Capital Management, L.L.C. sold a combined total of 400,026 Class A Common Stock shares on the open market.
• These sales occurred at weighted average prices ranging from $40.05 to $41.65.
• Following these transactions, various Andreessen Horowitz entities and related trusts continue to hold significant amounts of Samsara Class A and Class B Common Stock, including 10,949,014 Class B shares held by Andreessen Horowitz Fund IV, L.P. and 1,758,907 Class B shares by Andreessen Horowitz LSV Fund I, L.P.

Sentiment

Score: 3

Explanation: The sentiment is moderately negative due to significant insider sales by a major investor, which can signal reduced confidence or a strategic exit, potentially putting downward pressure on the stock price. While distributions are normal for VC funds, the subsequent sales are a direct market impact.

Positives

• The distributions for no consideration indicate a return of capital or dissolution of holdings within the fund structure, which is a normal part of a venture capital fund's lifecycle.
• The conversions of Class B to Class A stock increase the float of Class A shares, potentially improving liquidity.

Negatives

• The sale of 400,026 Class A Common Stock shares on the open market by major institutional investors and insiders (Andreessen Horowitz entities and related trusts) could exert downward pressure on Samsara Inc.'s stock price.
• While distributions are a normal part of a venture capital fund's lifecycle, the subsequent market sales by the recipients of these distributions represent a reduction in direct exposure by these significant investors, which may be perceived negatively by the market.

Risks

• Increased selling pressure on Samsara Inc.'s stock due to the market sales by major investors, potentially leading to price volatility.
• The large volume of shares distributed (over 35 million) could lead to further market sales by the recipients of these shares in the future, creating a potential overhang on the stock.

Future Outlook

This Form 4 filing does not provide any forward-looking statements or guidance regarding Samsara Inc.'s future performance or strategic outlook.

Management Comments

• Each of the Reporting Persons disclaims the existence of a 'group' and disclaims beneficial ownership of the securities held by the respective entities, except to the extent of such person's pecuniary interest therein, if any.
• Marc Andreessen and Benjamin Horowitz are the managing members of various general partners and may be deemed to have shared voting and dispositive power over the shares held by the respective entities.
• The acquisition of shares through distributions was made in accordance with the exemptions afforded by Rules 16a-13 and/or 16a-9 of the Securities Exchange Act of 1934, as amended.
• The Class B Common Stock is convertible at any time, at the holder's election, into Class A Common Stock on a 1:1 basis, and has no expiration date.
• This Form 4 is the first of three Forms 4 filed relating to the same event, split due to SEC EDGAR filing system limits of 10 reporting persons per form.

Industry Context

This filing reflects a common practice for venture capital firms like Andreessen Horowitz to distribute shares of portfolio companies to their limited partners following an IPO or a certain holding period. While the distributions themselves are not market sales, the subsequent sales by the recipients are typical liquidity events for investors in successful startups.

Comparison to Industry Standards

• Not applicable, as this document is an insider transaction report and does not contain company performance metrics for comparison.

Related Party Transactions

• Distributions of millions of Class A Common Stock shares from various Andreessen Horowitz funds to their limited partners and general partners for no consideration, representing each partner's pro rata interest.
• These distributions are internal transfers within the Andreessen Horowitz fund structure and to related entities/individuals (e.g., Horowitz Family Trusts, AH Capital Management).

Stakeholder Impact

• Shareholders: Potential for increased selling pressure on Samsara Inc.'s stock due to the large volume of shares sold by significant investors, which could lead to a decrease in share price.
• Investors: May interpret the sales as a signal of reduced confidence from a major early investor, potentially influencing investment decisions.

Next Steps

• The reporting persons undertake to provide full information regarding the number of shares sold at each separate price within the reported ranges upon request to the Issuer, any security holder, or the SEC staff.
• Additional Form 4 filings related to this event are expected, as this is the first of three reports covering all reporting persons.

Key Dates

Keywords

Samsara Inc., IOT, Andreessen Horowitz, insider sales, beneficial ownership, SEC Form 4, stock distribution, venture capital, Class A Common Stock, Class B Common Stock