STOCK TITAN

Benjamin Horowitz (NAVN) receives 1,012 Navan RSUs instead of $18,750 cash retainer

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

HOROWITZ BENJAMIN A reported acquisition or exercise transactions in this Form 4 filing.

Navan, Inc. director and 10% owner Benjamin A. Horowitz reported a compensation-related equity grant rather than an open-market trade. He received 1,012 shares of Class A Common Stock on May 20, 2026 at a reported price of $18.54 per share, delivered as fully vested restricted stock units issued in lieu of a $18,750 cash retainer for board service.

The filing also lists large indirect holdings of Navan Class A Common Stock by various investment funds, including Andreessen Horowitz LSV and Fund V entities, AH Parallel Fund V, and CLF Partners, LP. These shares are held of record by the funds, over which related general partner entities may have voting and dispositive power. Horowitz and Marc Andreessen are managing members of those general partners, and Horowitz disclaims group status and beneficial ownership of the fund-held securities except to the extent of any pecuniary interest.

Positive

  • None.

Negative

  • None.
Insider HOROWITZ BENJAMIN A
Role null
Type Security Shares Price Value
Grant/Award Class A Common Stock 1,012 $18.54 $19K
holding Class A Common Stock -- -- --
holding Class A Common Stock -- -- --
holding Class A Common Stock -- -- --
holding Class A Common Stock -- -- --
holding Class A Common Stock -- -- --
holding Class A Common Stock -- -- --
Holdings After Transaction: Class A Common Stock — 1,012 shares (Direct, null); Class A Common Stock — 8,346,792 shares (Indirect, By Andreessen Horowitz LSV Fund II, L.P.)
Footnotes (1)
  1. Represents Class A Common Stock underlying restricted stock units that are fully vested on the grant date issued to the Reporting Person in lieu of a cash retainer for board service in the amount of $18,750. These shares are held of record by Andreessen Horowitz LSV Fund II, L.P. ("AH LSV Fund II"), for itself and as nominee for Andreessen Horowitz LSV Fund II-B, L.P. and Andreessen Horowitz LSV Fund II-Q, L.P. (collectively, the "AH LSV Fund II Entities"). AH Equity Partners LSV II, L.L.C. ("AH EP LSV II "), the general partner of AH LSV Fund II, may be deemed to have sole voting and dispositive power over the shares held by the AH LSV Fund II Entities. The Reporting Person and Marc Andreessen are the managing members of AH EP LSV II and may be deemed to have shared voting and dispositive power over the shares held by the AH LSV Fund II Entities. The Reporting Person disclaims the existence of a "group" and disclaims beneficial ownership of the securities held by the AH LSV Fund II Entities and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of such securities, except to the extent of his pecuniary interest therein, if any. These shares are held of record by Andreessen Horowitz LSV Fund I, L.P. ("AH LSV Fund I"), 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 Equity Partners LSV I, L.L.C. ("AH EP LSV I"), the general partner of AH LSV Fund I, may be deemed to have sole voting and dispositive power over the shares held by the AH LSV Fund I Entities. The Reporting Person and Marc Andreessen 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. The Reporting Person 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 the Reporting Person is the beneficial owner of such securities, except to the extent of his pecuniary interest therein, if any. These shares are held of record by Andreessen Horowitz LSV Fund III, L.P. ("AH LSV Fund III"), for itself and as nominee for Andreessen Horowitz LSV Fund III-B, L.P., AH 2022 Annual Fund, L.P., AH 2022 Annual Fund-B, L.P., and AH 2022 Annual Fund-QC, L.P. (collectively, the "AH LSV Fund III Entities"). AH Equity Partners LSV III, L.L.C. ("AH EP LSV III"), the general partner of AH LSV Fund III, may be deemed to have sole voting and dispositive power over the shares held by the AH LSV Fund III Entities. (Continued from Footnote 4) The Reporting Person and Marc Andreessen are the managing members of AH EP LSV III and may be deemed to have shared voting and dispositive power over the shares held by the AH LSV Fund III Entities. The Reporting Person disclaims the existence of a "group" and disclaims beneficial ownership of the securities held by the AH LSV Fund III Entities and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of such securities, except to the extent of his pecuniary interest therein, if any. These shares are held of record by Andreessen Horowitz Fund V, L.P. ("AH Fund V"), for itself and as nominee for Andreessen Horowitz Fund V-A, L.P., Andreessen Horowitz Fund V-B, L.P. and Andreessen Horowitz Fund V-Q, L.P. (collectively, the "AH Fund V Entities"). AH Equity Partners V, L.L.C. ("AH EP V"), the general partner of AH Fund V, may be deemed to have sole voting and dispositive power over the shares held by the AH Fund V Entities. The Reporting Person and Marc Andreessen are the managing members of AH EP V and may be deemed to have shared voting and dispositive power over the shares held by the AH Fund V Entities. The Reporting Person disclaims the existence of a "group" and disclaims beneficial ownership of the securities held by the AH Fund V Entities and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of such securities, except to the extent of his pecuniary interest therein, if any. These shares are held of record by CLF Partners, LP ("CLF"). AH EP V, the general partner of CLF, may be deemed to have sole voting and dispositive power over the shares held by CLF. The Reporting Person and Marc Andreessen are the managing members of AH EP V and may be deemed to have shared voting and dispositive power over the shares held by CLF. The Reporting Person disclaims the existence of a "group" and disclaims beneficial ownership of the securities held by CLF and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of such securities, except to the extent of his pecuniary interest therein, if any. These shares are held of record by AH Parallel Fund V, L.P. ("AH Parallel V"), 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 Equity Partners V (Parallel), L.L.C. ("AH EP V Parallel"), the general partner of AH Parallel V, may be deemed to have sole voting and dispositive power over the shares held by the AH Parallel Fund V Entities. The Reporting Person and Marc Andreessen 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 8) The Reporting Person 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 the Reporting Person is the beneficial owner of such securities, except to the extent of his pecuniary interest therein, if any.
RSU shares granted 1,012 shares Class A Common Stock underlying restricted stock units granted May 20, 2026
Grant date price $18.54 per share Reported value for Class A Common Stock RSU grant
Board retainer amount $18,750 Cash retainer replaced by fully vested RSU grant for board service
AH Parallel Fund V holding 10,408,860 shares Class A Common Stock held of record by AH Parallel Fund V, L.P.
Andreessen Horowitz Fund V holding 2,081,772 shares Class A Common Stock held of record by Andreessen Horowitz Fund V, L.P.
Andreessen Horowitz LSV Fund I holding 6,757,090 shares Class A Common Stock held of record by Andreessen Horowitz LSV Fund I, L.P.
Andreessen Horowitz LSV Fund II holding 8,346,792 shares Class A Common Stock held of record by Andreessen Horowitz LSV Fund II, L.P.
Andreessen Horowitz LSV Fund III holding 607,161 shares Class A Common Stock held of record by Andreessen Horowitz LSV Fund III, L.P.
restricted stock units financial
"Represents Class A Common Stock underlying restricted stock units that are fully vested on the grant date issued to the Reporting Person in lieu of a cash retainer"
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.
fully vested financial
"underlying restricted stock units that are fully vested on the grant date issued to the Reporting Person in lieu of a cash retainer"
beneficial ownership financial
"The Reporting Person disclaims the existence of a "group" and disclaims beneficial ownership of the securities held by the AH LSV Fund II Entities"
Beneficial ownership means the person or entity that actually enjoys the benefits of owning shares or other assets — such as receiving dividends, voting rights, or price gains — even if the legal title is held in another name. For investors it matters because knowing who truly controls and profits from a company reveals who can influence decisions, exposes potential conflicts of interest or hidden concentration of power, and affects transparency and risk in the stock.
voting and dispositive power financial
"may be deemed to have sole voting and dispositive power over the shares held by the AH Fund V Entities"
pecuniary interest financial
"this report shall not be deemed an admission that the Reporting Person is the beneficial owner of such securities, except to the extent of his pecuniary interest therein"
Class A Common Stock financial
"Represents Class A Common Stock underlying restricted stock units that are fully vested on the grant date"
Class A common stock is a category of a company’s shares that carries a specific set of ownership rights—most commonly defined voting power and claims on dividends—set out in the company’s charter. For investors it matters because the class determines how much influence you have over corporate decisions, the share’s likely dividend and trading behavior, and how it compares in value to other share classes, like choosing a particular seat with different privileges at the company’s decision-making table.
SEC Form 4
FORM 4UNITED 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*
HOROWITZ BENJAMIN A

(Last)(First)(Middle)
C/O NAVAN, INC.
3045 PARK BOULEVARD

(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)
XDirectorX10% Owner
Officer (give title below)Other (specify below)
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
05/20/2026
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm 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)
CodeVAmount(A) or (D)Price
Class A Common Stock05/20/2026A1,012(1)A$18.541,012D
Class A Common Stock8,346,792IBy Andreessen Horowitz LSV Fund II, L.P.(2)
Class A Common Stock6,757,090IBy Andreessen Horowitz LSV Fund I, L.P.(3)
Class A Common Stock607,161IBy Andreessen Horowitz LSV Fund III, L.P.(4)(5)
Class A Common Stock2,081,772IBy Andreessen Horowitz Fund V, L.P.(6)
Class A Common Stock17,001IBy CLF Partners, LP(7)
Class A Common Stock10,408,860IBy AH Parallel Fund V, L.P.(8)(9)
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Explanation of Responses:
1. Represents Class A Common Stock underlying restricted stock units that are fully vested on the grant date issued to the Reporting Person in lieu of a cash retainer for board service in the amount of $18,750.
2. These shares are held of record by Andreessen Horowitz LSV Fund II, L.P. ("AH LSV Fund II"), for itself and as nominee for Andreessen Horowitz LSV Fund II-B, L.P. and Andreessen Horowitz LSV Fund II-Q, L.P. (collectively, the "AH LSV Fund II Entities"). AH Equity Partners LSV II, L.L.C. ("AH EP LSV II "), the general partner of AH LSV Fund II, may be deemed to have sole voting and dispositive power over the shares held by the AH LSV Fund II Entities. The Reporting Person and Marc Andreessen are the managing members of AH EP LSV II and may be deemed to have shared voting and dispositive power over the shares held by the AH LSV Fund II Entities. The Reporting Person disclaims the existence of a "group" and disclaims beneficial ownership of the securities held by the AH LSV Fund II Entities and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of such securities, except to the extent of his pecuniary interest therein, if any.
3. These shares are held of record by Andreessen Horowitz LSV Fund I, L.P. ("AH LSV Fund I"), 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 Equity Partners LSV I, L.L.C. ("AH EP LSV I"), the general partner of AH LSV Fund I, may be deemed to have sole voting and dispositive power over the shares held by the AH LSV Fund I Entities. The Reporting Person and Marc Andreessen 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. The Reporting Person 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 the Reporting Person is the beneficial owner of such securities, except to the extent of his pecuniary interest therein, if any.
4. These shares are held of record by Andreessen Horowitz LSV Fund III, L.P. ("AH LSV Fund III"), for itself and as nominee for Andreessen Horowitz LSV Fund III-B, L.P., AH 2022 Annual Fund, L.P., AH 2022 Annual Fund-B, L.P., and AH 2022 Annual Fund-QC, L.P. (collectively, the "AH LSV Fund III Entities"). AH Equity Partners LSV III, L.L.C. ("AH EP LSV III"), the general partner of AH LSV Fund III, may be deemed to have sole voting and dispositive power over the shares held by the AH LSV Fund III Entities.
5. (Continued from Footnote 4) The Reporting Person and Marc Andreessen are the managing members of AH EP LSV III and may be deemed to have shared voting and dispositive power over the shares held by the AH LSV Fund III Entities. The Reporting Person disclaims the existence of a "group" and disclaims beneficial ownership of the securities held by the AH LSV Fund III Entities and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of such securities, except to the extent of his pecuniary interest therein, if any.
6. These shares are held of record by Andreessen Horowitz Fund V, L.P. ("AH Fund V"), for itself and as nominee for Andreessen Horowitz Fund V-A, L.P., Andreessen Horowitz Fund V-B, L.P. and Andreessen Horowitz Fund V-Q, L.P. (collectively, the "AH Fund V Entities"). AH Equity Partners V, L.L.C. ("AH EP V"), the general partner of AH Fund V, may be deemed to have sole voting and dispositive power over the shares held by the AH Fund V Entities. The Reporting Person and Marc Andreessen are the managing members of AH EP V and may be deemed to have shared voting and dispositive power over the shares held by the AH Fund V Entities. The Reporting Person disclaims the existence of a "group" and disclaims beneficial ownership of the securities held by the AH Fund V Entities and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of such securities, except to the extent of his pecuniary interest therein, if any.
7. These shares are held of record by CLF Partners, LP ("CLF"). AH EP V, the general partner of CLF, may be deemed to have sole voting and dispositive power over the shares held by CLF. The Reporting Person and Marc Andreessen are the managing members of AH EP V and may be deemed to have shared voting and dispositive power over the shares held by CLF. The Reporting Person disclaims the existence of a "group" and disclaims beneficial ownership of the securities held by CLF and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of such securities, except to the extent of his pecuniary interest therein, if any.
8. These shares are held of record by AH Parallel Fund V, L.P. ("AH Parallel V"), 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 Equity Partners V (Parallel), L.L.C. ("AH EP V Parallel"), the general partner of AH Parallel V, may be deemed to have sole voting and dispositive power over the shares held by the AH Parallel Fund V Entities. The Reporting Person and Marc Andreessen 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.
9. (Continued from Footnote 8) The Reporting Person 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 the Reporting Person is the beneficial owner of such securities, except to the extent of his pecuniary interest therein, if any.
/s/ Phil Hathaway, Attorney-in-Fact for Benjamin Horowitz05/22/2026
** Signature of Reporting PersonDate
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)

FAQ

What insider transaction did Benjamin Horowitz report at Navan (NAVN)?

Benjamin Horowitz reported receiving 1,012 shares of Navan Class A Common Stock as a grant. These fully vested restricted stock units were issued on May 20, 2026 instead of a cash retainer for his board service, reflecting compensation rather than an open-market purchase.

Was the Navan (NAVN) Form 4 transaction a stock purchase or compensation grant?

The Form 4 shows a compensation grant, not an open-market purchase. Horowitz received 1,012 fully vested restricted stock units of Class A Common Stock in lieu of a $18,750 cash board retainer, with a reported value of $18.54 per share on the grant date.

How many Navan (NAVN) shares did Benjamin Horowitz receive directly in this filing?

He received 1,012 shares of Navan Class A Common Stock. These shares are underlying restricted stock units that were fully vested on the grant date and were issued as equity compensation instead of a cash payment for his service on the company’s board of directors.

What does the Navan (NAVN) Form 4 say about fund-held shares linked to Benjamin Horowitz?

The filing lists large Navan holdings by several Andreessen Horowitz and related funds. General partner entities may have voting and dispositive power, and Horowitz is a managing member, but he disclaims group status and beneficial ownership beyond any pecuniary interest he may have in those fund entities.

How is the $18,750 board retainer for Navan (NAVN) paid to Benjamin Horowitz?

The $18,750 board retainer is paid in equity rather than cash. Horowitz received fully vested restricted stock units representing Navan Class A Common Stock, valued at $18.54 per share, with 1,012 shares granted on May 20, 2026 instead of a cash payment for his board service.