Navan President Sells 8,977 Shares to Cover Taxes

The sale covered tax withholding tied to RSU vesting and was described as mandatory rather than discretionary.

Available on EDGAR 09/23/2026 - 07:37 PM EDT Accepted by SEC EDGAR 09/23/2026 - 07:36 PM EDT Learn about SEC filing dates

Rhea-AI Filing Summary

Navan, Inc. President Michael Eric Sindicich sold 8,977 shares of Class A common stock on September 21, 2026, at $21.2741 per share. The sale was required to cover tax-withholding obligations tied to RSU vesting and was not a discretionary trade. His reported direct holdings after the sale were 539,341 shares, including 326,438 RSUs, each a contingent right to receive one share upon vesting. No Rule 10b5-1 plan is reported.

Insider Trade Summary

Net Seller: 8,977 shares

Net Sell 1 txn

Insider Sindicich Michael Eric

Role President

Sold 8,977 shs ($191K)

Type	Security	Shares	Price	Value
Sale	Class A Common Stock F1, F2	8,977	$21.2741	$191K

Holdings After Transaction: Class A Common Stock — 539,341 shares (Direct)

Footnotes (2)

1. F1. The sale reported on this Form 4 represents shares required to be sold by the Reporting Person to cover tax withholding obligations in connection with the vesting of restricted stock units (RSUs). The sale satisfies the tax withholding obligations to be funded by a mandatory "sell to cover" transaction and does not represent a discretionary trade by the Reporting Person.
2. F2. Includes 326,438 RSUs, each of which represents a contingent right to receive one share of Issuer's Class A Common Stock upon vesting.

Key Figures

Class A common shares sold: 8,977 shares Sale price per share: $21.2741 per share Reported holdings after sale: 539,341 shares +1 more

4 metrics

Class A common shares sold 8,977 shares September 21, 2026; mandatory sell-to-cover transaction

Sale price per share $21.2741 per share September 21, 2026

Reported holdings after sale 539,341 shares Direct holdings following the transaction

RSUs included in reported holdings 326,438 RSUs Each represents a contingent right to receive one Class A common share upon vesting

Key Terms

restricted stock units (RSUs), sell to cover, contingent right

3 terms

restricted stock units (RSUs) financial

"vesting of restricted stock units (RSUs)"

Restricted stock units (RSUs) are a type of company promise to give employees shares of stock in the future, usually after certain conditions like working for a set time. They are like a gift promised today that you receive later, which can become valuable if the company's stock price goes up. RSUs matter because they are a way companies reward employees and can be a significant part of compensation.

sell to cover financial

"mandatory "sell to cover" transaction"

Sell to cover is when a person who receives company stock through options or awards sells just enough shares immediately to pay required taxes, exercise costs, or fees, keeping the rest. Think of it like cashing part of a bonus to cover the tax bill so you can keep the remainder. For investors, it can create predictable small selling pressure and slightly change the number of shares actually held by insiders without increasing long‑term dilution.

contingent right financial

"each of which represents a contingent right to receive one share"

FAQ

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

How many NAVN shares did President Michael Eric Sindicich sell, and at what price?

President Michael Eric Sindicich sold 8,977 shares at $21.2741 per share on September 21, 2026. His reported holdings after the sale were 539,341 shares.

Why did the NAVN president sell shares?

The mandatory sale covered tax-withholding obligations in connection with RSU vesting. It was described as not representing a discretionary trade.

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

Form 4 Insider Transactions: What Each Field Means →

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SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Sindicich Michael Eric

(Last) (First) (Middle)

C/O NAVAN, INC.

260 CALIFORNIA AVENUE, FLOOR 2

(Street)

PALO ALTO CALIFORNIA 94306

(City) (State) (Zip)

UNITED STATES

(Country)

2. Issuer Name and Ticker or Trading Symbol
Navan, Inc. [ NAVN ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	President

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
09/21/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Class A Common Stock	09/21/2026		S(1)		8,977	D	$21.2741	539,341(2)	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. The sale reported on this Form 4 represents shares required to be sold by the Reporting Person to cover tax withholding obligations in connection with the vesting of restricted stock units (RSUs). The sale satisfies the tax withholding obligations to be funded by a mandatory "sell to cover" transaction and does not represent a discretionary trade by the Reporting Person.

2. Includes 326,438 RSUs, each of which represents a contingent right to receive one share of Issuer's Class A Common Stock upon vesting.

	/s/ Howard Baik, Attorney-in-Fact	09/23/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)