Navan CEO Ariel Cohen sells 50,647 shares for taxes

The sale covered tax withholding obligations connected with RSU vesting and was described as mandatory, not discretionary.

Rhea-AI Filing Summary

Navan, Inc. Chairperson and CEO Ariel M. Cohen reported selling 50,647 Class A common shares on September 21, 2026, at $21.2741 per share. After the sale, Cohen directly held 1,035,595 shares, including 995,682 RSUs, each a contingent right to receive one Class A share upon vesting. The shares sold were required to cover tax withholding obligations related to RSU vesting; the transaction was described as mandatory, not discretionary.

Insider Trade Summary

Net Seller: 50,647 shares

Net Sell 1 txn

Insider Cohen Ariel M.

Role Chairperson and CEO

Sold 50,647 shs ($1.08M)

Type	Security	Shares	Price	Value
Sale	Class A Common Stock F1, F2	50,647	$21.2741	$1.08M

Holdings After Transaction: Class A Common Stock — 1,035,595 shares (Direct)

Footnotes (2)

1. F1. 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. F2. Includes 995,682 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: 50,647 shares Price per share: $21.2741 per share Direct shares following transaction: 1,035,595 shares +1 more

4 metrics

Shares sold 50,647 shares Class A common stock sold on September 21, 2026

Price per share $21.2741 per share Reported sale on September 21, 2026

Direct shares following transaction 1,035,595 shares Reported after the sale

Restricted stock units 995,682 RSUs Each represents a contingent right to receive one Class A common share upon vesting

Key Terms

sell to cover, restricted stock units (RSUs), tax withholding obligations

3 terms

sell to cover financial

"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.

restricted stock units (RSUs) financial

"vesting of restricted stock units (RSUs)"

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.

tax withholding obligations financial

"cover tax withholding obligations"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

How many shares did NAVN Chairperson and CEO Ariel M. Cohen sell?

Ariel M. Cohen sold 50,647 shares of Navan Class A common stock on September 21, 2026, at $21.2741 per share. The reported post-transaction position was 1,035,595 shares.

Was NAVN Chairperson and CEO Ariel M. Cohen's share sale discretionary?

The sale was described as a mandatory sell-to-cover transaction for tax withholding obligations connected with RSU vesting, not a discretionary trade.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 09/23/2026 - 07:34 PM Accepted by SEC EDGAR 09/23/2026 - 07:33 PM Learn about SEC filing dates

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.

260 CALIFORNIA AVENUE, FLOOR 2

(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)
09/21/2026

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	09/21/2026		S(1)		50,647	D	$21.2741	1,035,595(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 mandatory "sell to cover" transaction and does not represent a discretionary trade by the Reporting Person.

2. Includes 995,682 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	09/23/2026
	** 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)