Tax-withholding share sale by Navan (NAVN) officer disclosed in Form 4

Rhea-AI Filing Summary

Navan, Inc. reported that officer Anne Mary Giviskos sold 31,150 shares of Class A common stock on March 3, 2026 at a weighted average price of about $9.52 per share. According to the disclosure, this was a mandated “sell to cover” transaction to satisfy tax withholding on vesting restricted stock units and was not a discretionary trade. After the sale, she held 74,940 shares of Navan stock directly.

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^*

Giviskos Anne Mary

(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)
	See Remarks

3. Date of Earliest Transaction (Month/Day/Year)
03/03/2026

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	03/03/2026		S(1)		31,150	D	$9.5217(2)	74,940	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. 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. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $9.52 to $9.60, 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.

Remarks:

SVP, Strategic Finance and Chief Accounting Officer

	/s/ Howard Baik, Attorney-in-Fact	03/05/2026
	** 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 did Navan (NAVN) officer Anne Mary Giviskos report in this Form 4?

Anne Mary Giviskos reported selling 31,150 shares of Navan Class A common stock. The shares were sold under a “sell to cover” arrangement to pay tax withholding due on vesting restricted stock units, rather than as a voluntary portfolio decision.

Why did Anne Mary Giviskos sell 31,150 Navan (NAVN) shares?

The sale was made to cover tax withholding obligations from vesting restricted stock units. The filing states this “sell to cover” transaction satisfied required tax payments and does not represent a discretionary trade or investment decision by the reporting person.

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

The shares were sold at a weighted average price of approximately $9.52 per share. The filing notes multiple trades occurred in a price range from $9.52 to $9.60, and more detailed trade-level data is available upon request from the issuer or regulators.

How many Navan (NAVN) shares does Anne Mary Giviskos hold after the sale?

After selling 31,150 shares to cover tax withholding, Anne Mary Giviskos directly holds 74,940 shares of Navan Class A common stock. This post-transaction holding amount is disclosed in the Form 4 as the total number of directly owned shares following the reported sale.

Was the Navan (NAVN) Form 4 sale by Anne Mary Giviskos an open-market transaction?

Yes, the transaction is coded as an open-market sale of common stock. However, the filing explains it functioned as a non-discretionary “sell to cover” trade executed to satisfy tax withholding obligations tied to restricted stock units that had recently vested.

Does the Navan (NAVN) Form 4 say the insider sale was discretionary?

No. The filing explicitly states the sale was required to cover tax withholding on vesting restricted stock units. It emphasizes that this “sell to cover” trade does not represent a discretionary transaction initiated by the reporting person for investment or portfolio management reasons.