Navan (NAVN) director Shai Weiss receives 33,162 time-vested RSUs

Rhea-AI Filing Summary

Navan, Inc. director Shai Weiss reported an equity award in the form of restricted stock units. On 01/28/2026, he acquired 33,162 RSUs tied to Navan’s Class A common stock at a reported price of $0 per unit, held directly.

The RSUs vest over time: one-third of the total vests on the first anniversary of the vesting commencement date, and the remaining two-thirds vest in equal annual installments thereafter, contingent on Weiss’s continued service with the company.

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

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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^*

Weiss Shai

(Last) (First) (Middle)

C/O NAVAN, INC.

3045 PARK BOULEVARD

(Street)

PALO ALTO CA 94306

(City) (State) (Zip)

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

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

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

3. Date of Earliest Transaction (Month/Day/Year)
01/28/2026

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

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

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

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	01/28/2026		A		33,162	A	$0	33,162(1)	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. Represents restricted stock units ("RSUs"), each of which represents a contingent right to receive one share of Issuer's Class A Common Stock. The RSUs are subject to a time-based service condition. The time-based service condition will be satisfied with respect to 1/3rd of the total number of such RSUs on the first anniversary of the vesting commencement date, and an additional 1/3rd of the total number of such RSUs vest annually thereafter, subject to Reporting Person's continued service through each applicable vesting date.

	/s/ Howard Baik, Attorney-in-Fact	01/30/2026
	** 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).
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FAQ

What insider transaction did Navan (NAVN) director Shai Weiss report?

Navan director Shai Weiss reported acquiring 33,162 restricted stock units of Class A common stock. These RSUs give him a contingent right to receive the same number of shares, subject to time-based vesting conditions tied to continued service with the company.

When did the reported RSU transaction for Navan (NAVN) occur?

The RSU transaction for Navan director Shai Weiss occurred on January 28, 2026. That date is the transaction date for the 33,162 restricted stock units reported, which are subject to multi-year vesting based on his continued service with Navan.

How many Navan (NAVN) shares does Shai Weiss beneficially own after this Form 4?

After the reported transaction, Shai Weiss beneficially owns 33,162 shares underlying restricted stock units. Each RSU represents a contingent right to receive one share of Navan’s Class A common stock, subject to the specified time-based vesting schedule and his continued service.

What are the vesting terms of Shai Weiss’s Navan (NAVN) RSUs?

The RSUs vest over three years based on service. One-third of the 33,162 units vests on the first anniversary of the vesting commencement date, and an additional one-third vests on each of the next two anniversaries, if Weiss remains in service.

Did Shai Weiss pay anything for the Navan (NAVN) RSUs reported?

The Form 4 lists a transaction price of $0 per RSU for the 33,162 units. This indicates the restricted stock units were granted without a cash purchase price, though they remain subject to future vesting and service-based conditions before settlement in shares.

Is Shai Weiss’s ownership in Navan (NAVN) direct or indirect after this award?

The Form 4 characterizes Shai Weiss’s post-transaction beneficial ownership of 33,162 RSU-linked shares as direct. No nature-of-ownership footnote describes an intermediary entity, so the reported holdings are attributed directly to him, subject to the vesting terms.