Navan (NAVN) director reports open-market purchase of 100,000 shares

Rhea-AI Filing Summary

A director of Navan, Inc. reported buying additional shares of the company’s Class A Common Stock. On 12/17/2025, the director purchased 100,000 Class A Common shares in an open market transaction at a weighted average price of $12.7248 per share, with individual trade prices ranging from $12.39 to $13.00.

After this purchase, the director beneficially owns 115,024 shares of Navan’s Class A Common Stock, including 15,024 restricted stock units, each representing a contingent right to receive one share upon vesting. The filing states that full pricing details for each individual trade within the reported range are available upon request.

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^*

Williams Anre D

(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)
12/17/2025

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	12/17/2025		P		100,000	A	$12.7248(1)	115,024(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 price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $12.39 to $13.00, 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 purchased at each separate price within the range set forth in this footnote.

2. Includes 15,024 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	12/18/2025
	** 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) disclose in this Form 4?

The filing reports that a Navan, Inc. director purchased 100,000 shares of the company’s Class A Common Stock on 12/17/2025.

What price did the Navan (NAVN) director pay for the purchased shares?

The director bought the 100,000 shares at a weighted average price of $12.7248 per share, with individual trades between $12.39 and $13.00.

How many Navan (NAVN) shares does the reporting person own after this transaction?

Following the reported purchase, the director beneficially owns 115,024 shares of Navan’s Class A Common Stock.

How many restricted stock units are included in the Navan (NAVN) director’s holdings?

The reported 115,024 shares beneficially owned include 15,024 restricted stock units, each representing a contingent right to receive one share upon vesting.

Was the Navan (NAVN) insider transaction reported as a purchase or a sale?

The transaction in Table I is coded as “P”, indicating a purchase of Class A Common Stock by the reporting person.

Is detailed price information for each Navan (NAVN) trade available?

Yes. The filing notes that the reporting person will provide full information on the number of shares bought at each separate price within the $12.39–$13.00 range upon request.