Navan officer plans $191,748 sell-to-cover sale

An officer of Navan, Inc. filed a Rule 144 notice to sell shares to cover taxes from vested restricted stock units.

Available on EDGAR 09/21/2026 - 09:44 PM EDT Accepted by SEC EDGAR 09/21/2026 - 09:44 PM EDT Learn about SEC filing dates

Rhea-AI Filing Summary

Navan, Inc. (NAVN) disclosed that officer Michael E. Sindicich filed a Rule 144 notice to sell 8,977 shares of Class A common stock through Morgan Stanley Smith Barney. The shares relate to vested restricted stock units from grants vesting on January 22, 2025 and May 21, 2026, and the filing states the sale is a sell-to-cover transaction for taxes owed.

Key Figures

Shares to be sold: 8,977 shares Aggregate market value: $191,748.72 RSUs vesting January 22, 2025: 2,124 shares +3 more

6 metrics

Shares to be sold 8,977 shares Planned Rule 144 sale of Navan Class A common stock

Aggregate market value $191,748.72 Value of 8,977 shares covered by the Rule 144 notice

RSUs vesting January 22, 2025 2,124 shares Restricted stock units granted by Navan that vested on January 22, 2025

RSUs vesting May 21, 2026 6,853 shares Restricted stock units granted by Navan that vested on May 21, 2026

Shares sold in past 3 months 2,176 shares Sale by Michael E. Sindicich on June 22, 2026

Value of prior sale $45,827.43 Aggregate amount for 2,176 shares sold on June 22, 2026

Key Terms

Rule 144, Restricted Stock Units, sell-to-cover transaction, aggregate market value

4 terms

Rule 144 regulatory

"See the definition of "person" in paragraph (a) of Rule 144."

Rule 144 is a U.S. securities regulation that sets conditions under which restricted or insider-held shares can be legally resold to the public, such as required holding periods, availability of public information, limits on how much can be sold at once, and certain filing requirements. For investors it matters because it determines when previously locked-up shares can enter the market — like a release valve that can increase supply, affect share price, and signal insider intent.

Restricted Stock Units financial

"Class A Common Stock | 01/22/2025 | Restricted Stock Units | Issuer"

Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.

sell-to-cover transaction financial

"This is a sell-to-cover transaction for taxes owed related to recent vesting"

A sell-to-cover transaction is when a person granted company stock (for example as part of compensation or option exercise) immediately sells enough of those shares to pay required taxes or exercise costs and keeps the rest. Think of it like cashing part of a bonus to cover the tax bill; it provides necessary cash without the holder needing outside funds. Investors watch these sales because they increase trading volume and slightly reduce insider holdings, but they often reflect routine tax or cost management rather than a judgment on the company’s prospects.

aggregate market value financial

"8977 | 191748.72 | 245369100 | 09/21/2026 | NASDAQ"

Aggregate market value is the combined price you would pay to buy all outstanding shares of a company or all companies in a group at current market prices — essentially the sum of each stock’s market capitalization. It matters to investors because it shows the overall size and weight of an investment or sector (like the total cost to buy every piece of a puzzle), helps compare scale across companies or markets, and influences index composition and risk exposure.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What does the Form 144 filing by NAVN’s officer disclose?

It discloses that officer Michael E. Sindicich filed a Rule 144 notice to sell 8,977 shares of Navan Class A common stock as a sell-to-cover transaction for taxes related to recently vested restricted stock units.

How many NAVN shares are covered by this Form 144 notice?

The notice covers the proposed sale of 8,977 shares of Navan, Inc. Class A common stock, with an indicated aggregate market value of $191,748.72 as of the filing details.

What is the source of the NAVN shares to be sold under Rule 144?

The shares come from vested restricted stock units granted by Navan, including 2,124 shares vesting on January 22, 2025 and 6,853 shares vesting on May 21, 2026.

Why is the Navan officer selling these NAVN shares?

The remarks state this is a sell-to-cover transaction for taxes owed related to the recent vesting and settlement of restricted stock units granted by Navan, Inc.

Were any NAVN shares sold by this person in the past three months?

Yes. The filing reports that 2,176 shares of Navan Class A common stock were sold on June 22, 2026 for an aggregate amount of $45,827.43.

Which broker is handling the proposed NAVN share sale in this Form 144?

The proposed sale is to be executed through Morgan Stanley Smith Barney Executive Financial Services, with trading listed on NASDAQ according to the filing.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Form 144 Filer Information	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 144 NOTICE OF PROPOSED SALE OF SECURITIES PURSUANT TO RULE 144 UNDER THE SECURITIES ACT OF 1933
FORM 144

144: Filer Information

Filer CIK	0002085077
Filer CCC	XXXXXXXX
Is this a LIVE or TEST Filing?	LIVE TEST
Submission Contact Information
Name
Phone
E-Mail Address

144: Issuer Information

Name of Issuer	NAVAN, INC.
SEC File Number	001-42922
Address of Issuer	260 CALIFORNIA AVENUE, FLOOR 2 PALO ALTO CALIFORNIA 94306
Phone	(650) 988-8500
Name of Person for Whose Account the Securities are To Be Sold	Michael E. Sindicich
See the definition of "person" in paragraph (a) of Rule 144. Information is to be given not only as to the person for whose account the securities are to be sold but also as to all other persons included in that definition. In addition, information shall be given as to sales by all persons whose sales are required by paragraph (e) of Rule 144 to be aggregated with sales for the account of the person filing this notice.
Relationship to Issuer	Officer

144: Securities Information

Title of the Class of Securities To Be Sold	Name and Address of the Broker	Number of Shares or Other Units To Be Sold	Aggregate Market Value	Number of Shares or Other Units Outstanding	Approximate Date of Sale	Name the Securities Exchange
Class A Common Stock	Morgan Stanley Smith Barney Executive Financial Services 1 New York Plaza, 8th Floor New York NY 10004	8977	191748.72	245369100	09/21/2026	NASDAQ

Furnish the following information with respect to the acquisition of the securities to be sold and with respect to the payment of all or any part of the purchase price or other consideration therefor:

144: Securities To Be Sold

Title of the Class	Date you Acquired	Nature of Acquisition Transaction	Name of Person from Whom Acquired	Is this a Gift?	Date Donor Acquired	Amount of Securities Acquired	Date of Payment	Nature of Payment *
Class A Common Stock	01/22/2025	Restricted Stock Units	Issuer			2124	01/22/2025	N/A
Class A Common Stock	05/21/2026	Restricted Stock Units	Issuer			6853	05/21/2026	N/A

* If the securities were purchased and full payment therefor was not made in cash at the time of purchase, explain in the table or in a note thereto the nature of the consideration given. If the consideration consisted of any note or other obligation, or if payment was made in installments describe the arrangement and state when the note or other obligation was discharged in full or the last installment paid.

Furnish the following information as to all securities of the issuer sold during the past 3 months by the person for whose account the securities are to be sold.

144: Securities Sold During The Past 3 Months

Name and Address of Seller	Title of Securities Sold	Date of Sale	Amount of Securities Sold	Gross Proceeds
Michael E. Sindicich 260 California Avenue, Floor 2 Palo Alto CA 94306	Class A Common Stock	06/22/2026	2176	45827.43

144: Remarks and Signature

Remarks	This is a sell-to-cover transaction for taxes owed related to recent vesting and settlement of restricted stock units granted by the Issuer.
Date of Notice	09/21/2026
ATTENTION:
The person for whose account the securities to which this notice relates are to be sold hereby represents by signing this notice that he does not know any material adverse information in regard to the current and prospective operations of the Issuer of the securities to be sold which has not been publicly disclosed. If such person has adopted a written trading plan or given trading instructions to satisfy Rule 10b5-1 under the Exchange Act, by signing the form and indicating the date that the plan was adopted or the instruction given, that person makes such representation as of the plan adoption or instruction date.
Signature	/s/ Michael E. Sindicich
ATTENTION: Intentional misstatements or omission of facts constitute Federal Criminal Violations (See 18 U.S.C. 1001)