Form 4: AH Funds Distribute 15M+ Samsara Shares; Multiple Sales at $37–$40
Rhea-AI Filing Summary
Samsara Inc. (IOT) Form 4 reports distributions and subsequent sales of Class A common stock by multiple Andreessen Horowitz-related entities and Benjamin Horowitz. On September 8, 2025 several Andreessen Horowitz funds distributed shares for no consideration to their limited partners and related entities, including 1,255,907 shares from AH LSV Fund I, 10,949,014 shares from AH Fund IV, 994,899 shares from AH Parallel Fund IV, and 2,316,745 shares from AH Parallel Fund V, among others. The filings show acquisitions recorded under Rule 16a-13/16a-9 exemptions. On September 9, 2025 multiple sales occurred across those entities totaling hundreds of thousands of shares at weighted average prices reported in the $37.38 to $40.10 ranges. The Form 4 is one of three related filings that together report holdings for more than ten reporting persons.
Positive
- Detailed disclosure of distributions, sales, record holders, and managerial relationships provides transparency to investors
- Clear explanation that distributions were made for no consideration and that acquisitions rely on exemptions under Rules 16a-13 and/or 16a-9
- Commitment to provide full per-transaction price details to the issuer, security holders, or the SEC staff upon request
Negative
- Significant share sales reported (hundreds of thousands of shares across entities) at weighted average prices in the ~$37.38–$40.10 range, which increases circulating supply
- Large distributions from fund entities (e.g., 10,949,014 shares from AH Fund IV) could materially change beneficial ownership composition and free float
Insights
TL;DR: Large in-kind distributions to LPs followed by multi-price sales; routine fund housekeeping but meaningful share flow.
The filing documents sizeable pro rata distributions of Class A shares from multiple Andreessen Horowitz funds on September 8, 2025, followed by multiple sales on September 9, 2025 at weighted average prices between about $37.38 and $40.10. These distributions were made for no consideration and allocated to limited partners and related entities, and the acquisitions rely on exemptions under Rules 16a-13/16a-9. For investors, the material point is increased circulating supply from sponsor distributions and subsequent monetization by fund holders, which can affect short-term free float and trading volume. The disclosure appears complete for the reported transactions and includes undertakings to provide per-trade price breakdowns upon request.
TL;DR: Multiple related-party distributions and coordinated filings were properly disclosed; procedural split due to EDGAR limits.
The report identifies distributions and reallocation of fund-held shares to LPs and affiliated entities, with clear attribution of record holders and managers (e.g., AH EP entities, Marc Andreessen and Benjamin Horowitz noted as managing members). The filing disclaims group formation and beneficial ownership beyond pecuniary interests where appropriate. The document explains the split into three Form 4s because more than ten reporting persons are involved, which aligns with EDGAR constraints. From a governance perspective, disclosures are detailed and include footnotes describing voting and dispositive power and price-range disclosures for sales executed across multiple transactions.
Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Sale | Class A Common Stock | 183,868 | $37.90 | $6.97M |
| Sale | Class A Common Stock | 93,944 | $37.90 | $3.56M |
| Sale | Class A Common Stock | 268,420 | $38.78 | $10.41M |
| Sale | Class A Common Stock | 137,145 | $38.78 | $5.32M |
| Sale | Class A Common Stock | 50,712 | $39.67 | $2.01M |
| Sale | Class A Common Stock | 25,911 | $39.67 | $1.03M |
| Sale | Class A Common Stock | 11,860 | $37.91 | $450K |
| Sale | Class A Common Stock | 18,163 | $38.79 | $705K |
| Sale | Class A Common Stock | 3,308 | $39.70 | $131K |
| Other | Class A Common Stock | 1,255,907 | $0.00 | -- |
| Other | Class A Common Stock | 10,949,014 | $0.00 | -- |
| Other | Class A Common Stock | 994,899 | $0.00 | -- |
| Other | Class A Common Stock | 2,573,745 | $0.00 | -- |
| Other | Class A Common Stock | 33,331 | $0.00 | -- |
| Other | Class A Common Stock | 868,485 | $0.00 | -- |
| holding | Class A Common Stock | -- | -- | -- |
Footnotes (1)
- On September 8, 2025, the AH LSV Fund I Entities (as defined below) distributed, for no consideration, 1,255,907 shares of the Issuer's Class A Common Stock (the "AH LSV Fund I Shares") to their limited partners and to AH Equity Partners LSV I, L.L.C. ("AH EP LSV I"), the general partner of the AH LSV Fund I Entities, representing each such partner's pro rata interest in such AH LSV Fund I Shares. On the same date, AH EP LSV I distributed, for no consideration, the AH LSV Fund I Shares it received in the distribution to its members, representing each such member's pro rata interest in such AH LSV Fund I Shares. The aforementioned distributions are collectively referred to herein as the "AH LSV Fund I Distribution." These shares are held of record by Andreessen Horowitz LSV Fund I, L.P., for itself and as nominee for Andreessen Horowitz LSV Fund I-B, L.P. and Andreessen Horowitz LSV Fund I-Q, L.P. (collectively, the "AH LSV Fund I Entities"). AH EP LSV I, the general partner of the AH LSV Fund I Entities, may be deemed to have sole voting and dispositive power over the shares held by the AH LSV Fund I Entities. Marc Andreessen and Benjamin Horowitz are the managing members of AH EP LSV I and may be deemed to have shared voting and dispositive power over the shares held by the AH LSV Fund I Entities. 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. On September 8, 2025, the AH Fund IV Entities (as defined below) distributed, for no consideration, 10,949,014 shares of the Issuer's Class A Common Stock (the "AH Fund IV Shares") to their limited partners and to AH Equity Partners IV, L.L.C. ("AH EP IV"), the general partner of the AH Fund IV Entities, representing each such partner's pro rata interest in such AH Fund IV Shares. On the same date, AH EP IV distributed, for no consideration, the AH Fund IV Shares it received in the distribution to its members, representing each such member's pro rata interest in such AH Fund IV Shares. The aforementioned distributions are collectively referred to herein as the "AH Fund IV Distribution." These shares are held of record by Andreessen Horowitz Fund IV, L.P., for itself and as nominee for Andreessen Horowitz Fund IV-A, L.P., Andreessen Horowitz Fund IV-B, L.P., and Andreessen Horowitz Fund IV-Q, L.P. (collectively, the "AH Fund IV Entities"). AH EP IV, the general partner of the AH Fund IV Entities, may be deemed to have sole voting and dispositive power over the shares held by the AH Fund IV Entities. Marc Andreessen and Benjamin Horowitz are the managing members of AH EP IV and may be deemed to have shared voting and dispositive power over the shares held by the AH Fund IV Entities. Each of the Reporting Persons disclaims the existence of a "group" and disclaims beneficial ownership of the securities held by the AH Fund IV 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. On September 8, 2025, the AH Parallel Fund IV Entities (as defined below) distributed, for no consideration, 994,899 shares of the Issuer's Class A Common Stock (the "AH Parallel Fund IV Shares") to their limited partners and to AH Equity Partners IV (Parallel), L.L.C. ("AH EP IV Parallel"), the general partner of the AH Parallel Fund IV Entities, representing each such partner's pro rata interest in such AH Parallel Fund IV Shares. On the same date, AH EP IV Parallel distributed, for no consideration, the AH Parallel Fund IV Shares it received in the distribution to its members, representing each such member's pro rata interest in such AH Parallel Fund IV Shares. The aforementioned distributions are collectively referred to herein as the "AH Parallel Fund IV Distribution." These shares are held of record by AH Parallel Fund IV, L.P., for itself and as nominee for AH Parallel Fund IV-A, L.P., AH Parallel Fund IV-B, L.P., and AH Parallel Fund IV-Q, L.P. (collectively, the "AH Parallel Fund IV Entities"). AH EP IV Parallel, the general partner of the AH Parallel Fund IV Entities, may be deemed to have sole voting and dispositive power over the shares held by the AH Parallel Fund IV Entities. (Continued from Footnote 6) Marc Andreessen and Benjamin Horowitz are the managing members of AH EP IV Parallel and may be deemed to have shared voting and dispositive power over the shares held by the AH Parallel Fund IV Entities. Each of the Reporting Persons disclaims the existence of a "group" and disclaims beneficial ownership of the securities held by the AH Parallel Fund IV 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. On September 8, 2025, the AH Parallel Fund V Entities (as defined below) distributed, for no consideration, 2,316,745 shares of the Issuer's Class A Common Stock (the "AH Parallel Fund V Shares") to their limited partners and to AH Equity Partners V (Parallel), L.L.C. ("AH EP V Parallel"), the general partner of the AH Parallel Fund V Entities, representing each such partner's pro rata interest in such AH Parallel Fund V Shares. On the same date, AH EP V Parallel distributed, for no consideration, the AH Parallel Fund V Shares it received in the distribution to its members, representing each such member's pro rata interest in such AH Parallel Fund V Shares. The aforementioned distributions are collectively referred to herein as the "AH Parallel Fund V Distribution." These shares are held of record by AH Parallel Fund V, L.P., for itself and as nominee for AH Parallel Fund V-A, L.P., AH Parallel Fund V-B, L.P., and AH Parallel Fund V-Q, L.P. (collectively, the "AH Parallel Fund V Entities"). AH EP V Parallel, the general partner of the AH Parallel Fund V Entities, may be deemed to have sole voting and dispositive power over the shares held by the AH Parallel Fund V Entities. Marc Andreessen and Benjamin Horowitz are the managing members of AH EP V Parallel and may be deemed to have shared voting and dispositive power over the shares held by the AH Parallel Fund V Entities. (Continued from Footnote 9) Each of the Reporting Persons disclaims the existence of a "group" and disclaims beneficial ownership of the securities held by the AH Parallel Fund V 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. These shares were acquired pursuant to the AH LSV Fund I Distribution, the AH Fund IV Distribution, the AH Parallel Fund IV Distribution and the AH Parallel Fund V Distribution. The acquisition of such shares 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. These shares are held of record by a16z Capital Management, L.L.C. ("a16z Capital"). The members of a16z Capital are Marc Andreessen and Benjamin Horowitz, who share voting and dispositive power with respect to the shares held by a16z Capital. Each of the Reporting Persons disclaims the existence of a "group" and disclaims beneficial ownership of the securities held by a16z Capital and this report shall not be deemed an admission that any such person is the beneficial owner of such securities, except to the extent of such person's pecuniary interest therein, if any. These shares are held of record by the 1997 Horowitz Family Trust, of which Benjamin Horowitz is a trustee. Each of the Reporting Persons disclaims the existence of a "group" and, other than Benjamin Horowitz, disclaims beneficial ownership of these securities, and this report shall not be deemed an admission that any such person is the beneficial owner of such securities, except to the extent of such person's pecuniary interest therein, if any. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $37.38 to $38.3789 inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $38.38 to $39.3791 inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $39.38 to $40.10 inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $37.40 to $38.39 inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $38.41 to $39.40 inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $39.42 to $40.10 inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. These shares are held of record by the Horowitz 2020 Dynasty Trust. Benjamin Horowitz may be deemed to have shared voting and dispositive power over the shares held by this trust. Each of the Reporting Persons disclaims the existence of a "group" and disclaims beneficial ownership of these securities, and this report shall not be deemed an admission that any such person is the beneficial owner of such securities, except to the extent of such person's pecuniary interest therein, if any.