Navan (NAVN) president logs automatic share sales to cover RSU tax bill

Rhea-AI Filing Summary

Navan, Inc. president Michael Eric Sindicich reported automatic sales of Class A common stock tied to tax obligations from vesting restricted stock units. On January 28, 2026, he sold 9,081 shares at $13.85 and 268 shares at $14.03.

The filing explains these transactions were "sell to cover" trades to satisfy tax withholding and were not discretionary investment decisions. After the sales, he directly held 310,514 shares of Navan Class A common stock, including 70,112 RSUs that can convert into shares upon vesting.

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^*

Sindicich Michael Eric

(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)

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

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		S(1)		9,081	D	$13.85	310,782	D
Class A Common Stock	01/28/2026		S(1)		268	D	$14.03	310,514(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 "sell to cover" transaction and does not represent a discretionary trade by the Reporting Person.

2. Includes 70,112 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	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).
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.

FAQ

What insider transaction did Navan (NAVN) report for Michael Sindicich?

Navan reported that president Michael Eric Sindicich sold Class A common stock in two transactions on January 28, 2026. The sales were made under a “sell to cover” arrangement to satisfy tax withholding related to vesting restricted stock units, not as discretionary trades.

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

Michael Sindicich sold 9,081 Navan Class A shares at $13.85 and 268 shares at $14.03 on January 28, 2026. These transactions were reported as sales required to cover tax withholding on vesting restricted stock units rather than elective share disposals.

Why did Navan’s president sell shares according to the Form 4 filing?

The filing states the sales were required to cover tax withholding obligations linked to vesting restricted stock units. Navan’s president used a “sell to cover” mechanism, meaning shares were automatically sold to fund taxes and the transactions were not discretionary investment decisions by him.

How many Navan (NAVN) shares does Michael Sindicich hold after the reported sales?

Following the reported transactions, Michael Sindicich directly owned 310,514 shares of Navan Class A common stock. This total includes 70,112 restricted stock units (RSUs), each representing a contingent right to receive one share upon vesting, as disclosed in the Form 4 footnote.

What does the 70,112 RSUs position mean for Navan (NAVN) president Sindicich?

The filing notes that 70,112 RSUs are included in Michael Sindicich’s holdings. Each RSU is a promise to deliver one Navan Class A share when the unit vests, so these units may convert into additional shares over time if vesting conditions are satisfied.