SCHEDULE: Andreessen Horowitz Reduces Samsara Stake Below 5%
Beneficial Ownership Update
Andreessen Horowitz entities converted Class B to Class A Samsara stock and distributed or sold a significant portion, reducing their aggregate beneficial ownership to below 5%.
Summary
- Andreessen Horowitz (a16z) entities, including various funds and their general partners, converted a total of 16,276,565 shares of Samsara Inc.'s Class B Common Stock into Class A Common Stock on September 8, 2025.
- Following the conversion, these entities distributed 15,516,565 shares of Class A Common Stock pro rata to their respective partners and members for no consideration on September 8, 2025.
- On September 9, 2025, a16z Capital Management sold 33,331 shares of Class A Common Stock at weighted average prices ranging from $37.91 to $39.70.
- AH LSV I sold 503,000 shares of Class A Common Stock on September 9, 2025, at weighted average prices between $37.90 and $39.67.
- AH Parallel V sold 257,000 shares of Class A Common Stock on September 9, 2025, at weighted average prices between $37.90 and $39.67.
- The aggregate beneficial ownership of Class A Common Stock by the Reporting Persons (Andreessen Horowitz entities and individuals) fell below 5% on September 8, 2025.
- As of September 10, 2025, Marc L. Andreessen beneficially owned 4,512,974 shares (1.2%) and Benjamin A. Horowitz beneficially owned 4,351,755 shares (1.2%) of Samsara's Class A Common Stock.
- The percentage of class is based on 348,744,278 Class A shares outstanding as of September 2, 2025, plus 16,276,565 Class A shares issued from the reported conversions.
Sentiment
Score: 4
Explanation: The filing reports a significant reduction in beneficial ownership by a major institutional investor (Andreessen Horowitz), which can be perceived negatively by the market as a loss of conviction or a strategic exit, even if it's part of a planned distribution. However, it's a reporting update rather than a direct negative operational event for Samsara.
Negatives
- The significant reduction in beneficial ownership by a prominent venture capital firm like Andreessen Horowitz could be perceived by the market as a decrease in long-term conviction or a strategic portfolio rebalancing, potentially leading to negative investor sentiment.
Future Outlook
The filing does not contain any forward-looking statements or guidance regarding Samsara Inc.'s future performance or strategic direction.
Industry Context
A major venture capital firm like Andreessen Horowitz reducing its stake in a publicly traded company like Samsara could signal a maturation of the investment, a portfolio rebalancing, or a strategic exit. While not necessarily a negative reflection on Samsara's future operational performance, it removes a significant institutional holder from the 5%+ ownership threshold, which can influence market perception.
Stakeholder Impact
- Shareholders may view the reduction in stake by a prominent venture capital firm as a signal of reduced institutional confidence, potentially impacting stock price sentiment.
Next Steps
- The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the SEC, upon request, full information regarding the number of shares sold at each separate price within the stated ranges.
Key Dates
| Date | Description |
|---|---|
| 2021-12-27 | Original Schedule 13D filed with the SEC. |
| 2022-09-09 | Amendment No. 1 to Schedule 13D filed. |
| 2023-03-10 | Amendment No. 2 to Schedule 13D filed. |
| 2023-06-12 | Amendment No. 3 to Schedule 13D filed. |
| 2023-09-12 | Amendment No. 4 to Schedule 13D filed. |
| 2023-12-19 | Amendment No. 5 to Schedule 13D filed. |
| 2024-06-17 | Amendment No. 6 to Schedule 13D filed. |
| 2024-09-12 | Amendment No. 7 to Schedule 13D filed. |
| 2024-12-11 | Amendment No. 8 to Schedule 13D filed. |
| 2025-06-11 | Amendment No. 9 to Schedule 13D filed. |
| 2025-09-02 | 348,744,278 shares of Class A Common Stock outstanding, as reported in the Issuer's Quarterly Report on Form 10-Q. |
| 2025-09-08 | Date of event requiring filing; various Andreessen Horowitz entities converted Class B to Class A shares and distributed them. Reporting Persons ceased to be beneficial owners of more than 5% of common stock. Closing price of Class A Common Stock was $41.53. |
| 2025-09-09 | a16z Capital Management, AH LSV I, and AH Parallel V sold Class A Common Stock in open market transactions. Issuer's Quarterly Report on Form 10-Q filed. |
| 2025-09-10 | Shares reported in this Amendment No. 10 are as of this date. Filing date of Amendment No. 10. |
Recommendation
holdThe filing indicates that Andreessen Horowitz entities have significantly reduced their beneficial ownership in Samsara Inc. to below 5% through a series of conversions, distributions, and open market sales. While this action by a prominent venture capital firm could be interpreted by the market as a decrease in long-term conviction or a strategic portfolio rebalancing, the filing does not provide new information regarding Samsara's operational performance, financial health, or strategic direction. Therefore, a 'hold' recommendation is appropriate, advising investors to maintain their current position while closely monitoring future company announcements and market reactions to this ownership change.
Keywords
Samsara Inc., Andreessen Horowitz, AH Capital Management, Schedule 13D/A, Class A Common Stock, Class B Common Stock, Share Disposition, Venture Capital, Beneficial Ownership, Institutional Investor, Stock Sale, Equity Conversion
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