Navan (NAVN) CEO Ariel Cohen sells shares in tax-related RSU transaction

Rhea-AI Filing Summary

Navan, Inc. Chairperson and CEO Ariel M. Cohen reported an open-market sale of 41,530 shares of Class A Common Stock at a weighted average price of $21.0648 per share. According to the disclosure, this transaction was a mandatory “sell to cover” to satisfy tax withholding obligations triggered by vesting restricted stock units.

After the sale, Cohen directly holds 1,254,731 shares of Class A Common Stock, which includes 1,086,122 restricted stock units, each representing a contingent right to receive one share upon vesting. The filing describes the sale as non-discretionary and driven by tax requirements rather than an elective portfolio decision.

Insights

Equity compensation analyst

Sale is a routine tax-withholding event tied to RSU vesting.

The reported transaction shows Ariel M. Cohen selling 41,530 shares of Navan, Inc. Class A Common Stock at a weighted average price of $21.0648. The footnotes state this sale was required to cover tax withholding obligations from vesting RSUs.

Because the sale is part of a mandatory “sell to cover” mechanism, it is characterized as a routine administrative event rather than a discretionary move expressing a view on the stock. Following the sale, Cohen holds 1,254,731 shares, including 1,086,122 RSUs, so his overall equity exposure to the company remains substantial.

The disclosure also notes the shares were sold in multiple trades between $21.04 and $21.77. Subsequent filings will reflect future RSU vesting and any related tax-withholding transactions, providing ongoing visibility into compensation-driven share movements.

Insider Trade Summary

Net Seller: 41,530 shares ($874,821)

Net Sell 1 txn

Insider Cohen Ariel M.

Role Chairperson and CEO

Sold 41,530 shs ($875K)

Type	Security	Shares	Price	Value
Sale	Class A Common Stock	41,530	$21.0648	$875K

Holdings After Transaction: Class A Common Stock — 1,254,731 shares (Direct, null)

Footnotes (1)

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. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $21.04 to $21.77, 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 1,086,122 RSUs, each of which represents a contingent right to receive one share of Issuer's Class A Common Stock upon vesting.

Key Figures

Shares sold: 41,530 shares Weighted average sale price: $21.0648 per share Post-transaction holdings: 1,254,731 shares +2 more

5 metrics

Shares sold 41,530 shares Open-market sale on 2026-06-22 to cover tax withholding

Weighted average sale price $21.0648 per share Price for 41,530 shares sold

Post-transaction holdings 1,254,731 shares Total Class A Common Stock held directly after sale

RSUs included in holdings 1,086,122 RSUs Each RSU represents one share upon vesting

Sale price range $21.04–$21.77 per share Range of individual trade prices in sale

Key Terms

restricted stock units (RSUs), sell to cover, weighted average price

3 terms

restricted stock units (RSUs) financial

"Includes 1,086,122 RSUs, each of which represents a contingent right..."

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

"The sale satisfies the tax withholding obligations to be funded by a 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.

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.

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google

Add on Google Not now

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).

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^*

Cohen Ariel M.

(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)

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
06/22/2026

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	06/22/2026		S(1)		41,530	D	$21.0648(2)	1,254,731(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 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. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $21.04 to $21.77, 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 1,086,122 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	06/23/2026
	** 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)

FAQ

What insider transaction did Navan (NAVN) report for Ariel M. Cohen?

Navan reported that Chairperson and CEO Ariel M. Cohen sold 41,530 shares of Class A Common Stock. The filing explains this was a mandatory “sell to cover” transaction to satisfy tax withholding obligations arising from the vesting of restricted stock units (RSUs).

Was Ariel M. Cohen’s Navan (NAVN) share sale a discretionary trade?

The filing states the sale was not discretionary. It was a required “sell to cover” transaction, executed to fund tax withholding obligations tied to vesting RSUs, rather than an elective decision by Cohen to reduce his economic exposure to Navan shares.

How many Navan (NAVN) shares does Ariel M. Cohen hold after this Form 4?

After the reported transaction, Ariel M. Cohen directly holds 1,254,731 shares of Navan Class A Common Stock. This total includes 1,086,122 restricted stock units, each representing a contingent right to receive one share upon vesting, according to the footnote disclosure.

At what price were Ariel M. Cohen’s Navan (NAVN) shares sold?

The Form 4 reports a weighted average sale price of $21.0648 per share. Footnotes clarify the 41,530 shares were sold in multiple transactions, with individual trade prices ranging from $21.04 to $21.77 per share during the covered trading session.

What are the RSUs mentioned in Ariel M. Cohen’s Navan (NAVN) filing?

The filing notes that Cohen’s holdings include 1,086,122 restricted stock units (RSUs). Each RSU represents a contingent right to receive one share of Navan’s Class A Common Stock, generally delivered as the units vest according to the company’s equity compensation terms.