Motive Pulls Its IPO Filing to Take $1.3 Billion Instead

Motive, the fleet management software company formerly known as KeepTruckin, announced on Sept. 10 that it had secured more than $1.3 billion in growth financing from General Catalyst's Customer Value Fund and withdrawn the S-1 it had filed on Dec. 23, 2025 for a New York Stock Exchange listing under the ticker MTVE, according to the company. Chief Executive Shoaib Makani, a co-founder, said Motive is now "well capitalized enough to continue operating privately" while remaining positioned for a public listing later.

Announced and closed are the same event here, unusually: General Catalyst's Pranav Singhvi, a managing director, joined Motive's board the same day the financing and the withdrawal were disclosed together, meaning there was no gap in which the market could second-guess the number before it took effect.

The nine months the S-1 sat unpriced

Motive's S-1, led by JPMorgan with Citigroup, Barclays and Jefferies, disclosed revenue of $327.3 million for the nine months ended Sept. 30, 2025, up 22 percent year over year, against a net loss of $138.5 million and a 70 percent gross margin. Annual recurring revenue stood at $501 million, growing 28 percent, with 97 percent of total revenue recurring. As of July 23, 2026, seven months after filing, the offering was neither priced nor withdrawn, an unusually long stall for a company that had already circulated a prospectus.

During that stall, Motive's shares traded on secondary markets in a $1.6 billion to $1.9 billion range, according to analysis from Mostly Metrics, below the $2.85 billion valuation set in Motive's May 2022 Series F and its $3.08 billion mark from a July 2025 senior round. A company whose own secondary market was pricing it below its last primary round is not a company an underwriter can easily price above that round either.

Round	Date	Valuation
Series D	April 2019	$1.25 billion
Series E	June 2021	$2.3 billion
Series F	May 2022	$2.85 billion
Series F Senior	July 2025	$3.08 billion

1. Series D, 20191.25 $ billions
2. Series E, 20212.3 $ billions
3. Series F, 20222.85 $ billions
4. Series F Senior, 20253.08 $ billions

Source: Forge Global funding history, accessed 2026-09-12

The comparison Motive would rather not draw

Motive's S-1 named Samsara as its direct competitor, and the comparison is not favorable. Mostly Metrics' analysis put Samsara's revenue above $1 billion, growing at roughly 30 percent a year with an 18 percent EBITDA margin, against Motive's newly disclosed $600 million in ARR, also growing 30 percent, and a company still burning cash. The two are also opposing sides in ongoing litigation over alleged technology theft.

Metric	Motive	Samsara
Revenue scale	$600 million ARR	Over $1 billion
Growth rate	30% year over year	About 30% year over year
Profitability	Not disclosed as profitable	18% EBITDA margin

Motive's newer numbers are not weak on their own terms. ARR from accounts spending more than $100,000 a year grew nearly 60 percent year over year, and net revenue retention for those accounts topped 120 percent, an improvement on the S-1's growth figures. But growing faster from a smaller, less profitable base than the competitor named in your own prospectus is a harder story to sell to public-market investors than to a single growth-equity fund willing to write a large private check.

A decade-old company still marketed as new

Motive launched as KeepTruckin in 2013 and rebranded in the spring of 2022, according to the company's own account of the change, as its customer base moved beyond trucking into construction, agriculture and energy. It now serves nearly 100,000 customers, ranging from Fortune 500 fleets to small operators, and Makani has said fewer than 20 percent of the commercial vehicles on Motive's platform carry the AI-powered camera hardware the company has sold since 2017, leaving most of its own installed base still unconverted to the higher-margin product line the S-1 leaned on to justify its growth story.

What General Catalyst is actually buying

General Catalyst did not disclose a post-money valuation for the $1.3 billion round, which means the market never learns whether the fund priced Motive above, at, or below its stalled $3.08 billion mark. That silence puts Motive alongside Nvidia's $12.93 billion purchase of Hugging Face, another September deal where a headline number traveled without the underlying per-share terms attached to it. Chief Financial Officer Chirag Shah called the round evidence that "momentum has never been stronger," a claim the company is, for now, not required to defend in front of public shareholders.

Motive's next disclosed financial figures, whenever they arrive, are the first test of whether General Catalyst priced a rebound or bought time, much like Cognition's investors did this month at a 53-times revenue multiple on a company also choosing private capital over a public listing. Until Motive files again, whether with the SEC or in a future funding announcement, $3.08 billion is the last number anyone outside General Catalyst can check its story against.