Navan CTO sells shares to cover RSU taxes

Navan, Inc. Chief Technology Officer Twig Ilan Ezra reported an automatic sale of Class A Common Stock tied to tax withholding.

Rhea-AI Filing Summary

Navan, Inc. Chief Technology Officer Twig Ilan Ezra reported an automatic sale of Class A Common Stock tied to tax withholding. The transaction involved 24,726 shares at a weighted average price of $21.0635 per share to cover taxes due on vesting restricted stock units. This sell-to-cover was mandatory rather than a discretionary trade. After the transaction, Ezra holds 805,860 shares in total, including 695,825 RSUs that may convert into shares as they vest.

Insider Trade Summary

Net Seller: 24,726 shares

Net Sell 1 txn

Insider Twig Ilan Ezra

Role Chief Technology Officer

Sold 24,726 shs ($521K)

Type	Security	Shares	Price	Value
Sale	Class A Common Stock	24,726	$21.0635	$521K

Holdings After Transaction: Class A Common Stock — 805,860 shares (Direct)

Footnotes (3)

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. 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. F3. Includes 695,825 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: 24,726 shares Weighted average sale price: $21.0635 per share Shares after transaction: 805,860 shares +2 more

5 metrics

Shares sold 24,726 shares Mandatory sell-to-cover on 2026-06-22

Weighted average sale price $21.0635 per share Open-market sale range $21.04–$21.77

Shares after transaction 805,860 shares Direct holdings following sale

RSUs held 695,825 RSUs Each RSU represents one share upon vesting

Net buy/sell shares -24,726 shares Net-sell direction in transaction summary

Key Terms

restricted stock units (RSUs), sell to cover, weighted average price, Class A Common Stock

4 terms

restricted stock units (RSUs) financial

"The sale ... to cover tax withholding obligations in connection with the 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.

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.

Class A Common Stock financial

"The sale reported on this Form 4 represents shares ... of Issuer's Class A Common Stock"

Class A common stock is a category of a company’s shares that carries a specific set of ownership rights—most commonly defined voting power and claims on dividends—set out in the company’s charter. For investors it matters because the class determines how much influence you have over corporate decisions, the share’s likely dividend and trading behavior, and how it compares in value to other share classes, like choosing a particular seat with different privileges at the company’s decision-making table.

FAQ

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

What insider transaction did Navan (NAVN) disclose for CTO Twig Ilan Ezra?

Navan disclosed that CTO Twig Ilan Ezra sold 24,726 shares of Class A Common Stock. The sale covered tax withholding obligations from vesting RSUs and was executed as a mandatory sell-to-cover, not a discretionary open-market trade.

At what price were the Navan (NAVN) shares sold in the reported Form 4?

The reported weighted average sale price was $21.0635 per share. Shares were actually sold in multiple trades between $21.04 and $21.77, with the insider undertaking to provide detailed trade breakdowns upon request to interested parties.

Was the Navan (NAVN) CTO’s share sale a discretionary trade?

The sale was not a discretionary trade by the CTO. It was a mandatory sell-to-cover transaction required to fund tax withholding obligations triggered by the vesting of restricted stock units, according to the Form 4 footnote disclosure.

How many Navan (NAVN) shares does the CTO hold after this transaction?

After the transaction, the CTO directly holds 805,860 shares of Navan’s Class A Common Stock. This total includes 695,825 restricted stock units, each representing a contingent right to receive one share upon satisfaction of vesting conditions.

What are RSUs mentioned in the Navan (NAVN) Form 4 filing?

The Form 4 notes 695,825 restricted stock units (RSUs) held by the CTO. Each RSU is a contingent right to receive one share of Class A Common Stock, which will be delivered only if the RSU’s vesting conditions are met over time.

How significant is the Navan (NAVN) CTO’s reported sale relative to his holdings?

The CTO sold 24,726 shares while retaining 805,860 shares after the transaction. This indicates only a small portion of his overall position was sold, and the sale was solely to cover tax obligations on vesting equity awards.

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

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Accepted by SEC EDGAR 06/23/2026 - 05:44 PM EDT 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^*

Twig Ilan Ezra

(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)
	Chief Technology Officer

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)		24,726	D	$21.0635(2)	805,860(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 695,825 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)