Navan (NAVN) president sells 51,169 shares under Rule 10b5-1 trading plan

Rhea-AI Filing Summary

Navan, Inc. president Michael Eric Sindicich sold 51,169 shares of Class A common stock in an open-market transaction on May 28, 2026 at a weighted average price of $20.1987 per share. The sale was executed under a pre-arranged Rule 10b5-1 trading plan adopted on January 5, 2026, indicating it was scheduled in advance. Following this sale, he continues to hold 549,251 shares, including 356,381 restricted stock units that convert into shares upon vesting.

Insights

Equity capital markets analyst

Pre-planned insider sale by Navan president, with sizable remaining stake.

Navan president Michael Eric Sindicich sold 51,169 shares of Class A common stock at a weighted average price of $20.1987 on May 28, 2026. The transaction is classified as an open-market sale.

The filing notes the sale was made under a Rule 10b5-1 trading plan adopted on January 5, 2026, meaning the trades were scheduled in advance rather than timed opportunistically. Such plans are commonly used for diversification and liquidity while reducing concerns about informational timing.

After the sale, Sindicich still holds 549,251 shares, including 356,381 restricted stock units that will deliver shares upon vesting. This remaining position suggests continued exposure to Navan’s equity, and there are no derivative positions reported as outstanding in this filing.

Insider Trade Summary 10b5-1

Net Seller: 51,169 shares ($1,033,547)

Net Sell 1 txn

Insider Sindicich Michael Eric

Role President

Sold 51,169 shs ($1.03M)

Type	Security	Shares	Price	Value
Sale	Class A Common Stock	51,169	$20.1987	$1.03M

Holdings After Transaction: Class A Common Stock — 549,251 shares (Direct, null)

Footnotes (1)

1. The sales reported on this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted on January 5, 2026. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $20.00 to $20.44, inclusive. The Reporting Person undertakes to provide the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. Includes 356,381 restricted stock units, each of which represents a contingent right to receive one share of Issuer's Class A Common Stock upon vesting.

Key Figures

Shares sold: 51,169 shares Weighted average sale price: $20.1987 per share Post-transaction holdings: 549,251 shares +3 more

6 metrics

Shares sold 51,169 shares Class A common stock sold on May 28, 2026

Weighted average sale price $20.1987 per share Open-market sale on May 28, 2026

Post-transaction holdings 549,251 shares Shares held after May 28, 2026 sale

Restricted stock units 356,381 RSUs Included within post-transaction holdings

Net share direction 51,169 net shares sold transactionSummary netBuySellShares

Transaction code S (sale in open market or private transaction) Non-derivative transaction

Key Terms

Rule 10b5-1 trading plan, weighted average price, restricted stock units, open-market sale

4 terms

Rule 10b5-1 trading plan regulatory

"The sales reported on this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted on January 5, 2026."

A Rule 10b5-1 trading plan is a pre-arranged schedule that allows company insiders to buy or sell stock at specific times, even if they have inside information. It helps prevent accusations of unfair trading by making these transactions look planned and transparent, rather than sneaky or illegal.

weighted average price financial

"The price reported in Column 4 is a weighted average price."

Weighted average price is the average price of a security where each trade or component is counted according to its size, so bigger trades pull the average more than smaller ones. Think of it like calculating the average cost of a grocery haul where items you bought more of have greater influence on the final per-item cost. Investors use it to understand the true average price paid or received, judge execution quality, and compare trading performance against market movement.

restricted stock units financial

"Includes 356,381 restricted stock units, each of which represents a contingent right to receive one share..."

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.

open-market sale financial

"transaction_action: open-market sale"

An open-market sale is when a shareholder sells existing shares directly on a public exchange to any willing buyer, rather than through a private deal. Think of it like putting goods on a busy market stall where price is set by supply and demand; for investors it matters because such sales increase available supply, can put short-term downward pressure on the stock price, and signal changes in liquidity or investor confidence.

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Form 4 Insider Transactions: What Each Field Means →

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).

X

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.

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)

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/28/2026

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	05/28/2026		S(1)		51,169	D	$20.1987(2)	549,251(3)	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 sales reported on this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted on January 5, 2026.

2. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $20.00 to $20.44, inclusive. The Reporting Person undertakes to provide the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

3. Includes 356,381 restricted stock units, 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	06/01/2026
	** 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)

FAQ

What did Navan (NAVN) president Michael Sindicich do in this Form 4 filing?

Navan president Michael Eric Sindicich reported selling 51,169 shares of Class A common stock on May 28, 2026. The sale was an open-market transaction executed under a pre-arranged Rule 10b5-1 trading plan adopted earlier in January 2026.

How many Navan (NAVN) shares did Michael Sindicich sell and at what price?

Michael Sindicich sold 51,169 shares of Navan Class A common stock at a weighted average price of $20.1987 per share. The shares were sold in multiple trades within a price range from $20.00 to $20.44, according to the Form 4 footnote.

How many Navan (NAVN) shares does Michael Sindicich hold after this transaction?

After the reported sale, Michael Sindicich holds 549,251 Navan Class A shares. This total includes 356,381 restricted stock units, each representing a contingent right to receive one share of Class A common stock upon vesting, as disclosed in the footnotes.

Was the Navan (NAVN) insider sale made under a Rule 10b5-1 trading plan?

Yes. The Form 4 states the sales were effected under a Rule 10b5-1 trading plan adopted on January 5, 2026. Such plans allow insiders to pre-schedule trades, helping separate routine portfolio management from discretionary, potentially information-driven transactions.

What does the weighted average price mean in the Navan (NAVN) Form 4?

The weighted average price of $20.1987 reflects multiple trades executed between $20.00 and $20.44 per share. The insider notes they will provide detailed breakdowns of shares sold at each price upon request to the issuer, any security holder, or SEC staff.

What are the restricted stock units mentioned in the Navan (NAVN) Form 4?

The filing says Sindicich’s holdings include 356,381 restricted stock units. Each restricted stock unit represents a contingent right to receive one share of Navan’s Class A common stock when vesting conditions are met, effectively adding to his future equity exposure.