STOCK TITAN

Navan CEO sells 393K shares at $30.14 avg

Navan, Inc. insider Ariel M. Cohen, Chairperson and CEO, reported a series of transactions on August 27, 2026 involving both Class A and Class B Common Stock.

(Very High)
(Very Negative)
Form Type
4

Rhea-AI Filing Summary

Navan, Inc. insider Ariel M. Cohen, Chairperson and CEO, reported a series of transactions on August 27, 2026 involving both Class A and Class B Common Stock. Three blocks totaling 225,000 shares of Class B Common Stock held through the Lihi, Shai and Sivan Cohen GST Trusts were converted into an equal number of Class A shares, consistent with the automatic one-for-one conversion terms for Class B stock.

On the same date, a total of 393,378 shares of Class A Common Stock were sold at a weighted average price of $30.1441, including 168,378 shares sold directly and 75,000 shares sold by each of the three GST Trusts. The price range for the sales was $30.00 to $30.66, and the sales were effected pursuant to a Rule 10b5-1 trading plan adopted on January 6, 2026. Following these transactions, Cohen held 1,086,242 Class A shares directly, including 1,086,122 RSUs, and continued to hold substantial indirect Class B positions convertible into Class A, including 3,165,987 underlying Class A shares through the Ariel Mordechai Cohen Living Trust.

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Insider Cohen Ariel M.
Role Chairperson and CEO
Sold 393,378 shs ($11.86M)
Approx. gross sale proceeds $11.86M
Type Security Shares Price Value
Conversion Class B Common Stock F4 75,000 $0.00 $0.00
Conversion Class B Common Stock F4 75,000 $0.00 $0.00
Conversion Class B Common Stock F4 75,000 $0.00 $0.00
Sale Class A Common Stock F1, F2, F3 168,378 $30.1441 $5.08M
Conversion Class A Common Stock 75,000 $0.00 $0.00
Sale Class A Common Stock F1, F2 75,000 $30.1441 $2.26M
Conversion Class A Common Stock 75,000 $0.00 $0.00
Sale Class A Common Stock F1, F2 75,000 $30.1441 $2.26M
Conversion Class A Common Stock 75,000 $0.00 $0.00
Sale Class A Common Stock F1, F2 75,000 $30.1441 $2.26M
holding Class B Common Stock F4 -- -- --
holding Class B Common Stock F4 -- -- --
holding Class B Common Stock F4 -- -- --
holding Class B Common Stock F4 -- -- --
Holdings After Transaction: Class B Common Stock — 688,653 contracts (Indirect, By the Lihi Cohen GST Trust); Class B Common Stock — 688,653 contracts (Indirect, By the Shai Cohen GST Trust); Class B Common Stock — 688,653 contracts (Indirect, By the Sivan Cohen GST Trust); Class A Common Stock — 1,086,242 shares (Direct); Class A Common Stock — 0 shares (Indirect, By the Lihi Cohen GST Trust); Class A Common Stock — 0 shares (Indirect, By the Shai Cohen GST Trust); Class A Common Stock — 0 shares (Indirect, By the Sivan Cohen GST Trust); Class B Common Stock — 3,165,987 contracts (Indirect, By the Ariel Mordechai Cohen Living Trust); Class B Common Stock — 4,796 contracts (Indirect, By the Lihi Cohen Non-Exempt Trust); Class B Common Stock — 4,796 contracts (Indirect, By the Shai Cohen Non-Exempt Trust); Class B Common Stock — 4,796 contracts (Indirect, By the Sivan Cohen Non-Exempt Trust)
Footnotes (4)
  1. F1. The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on January 6, 2026.
  2. F2. The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $30.00 to $30.66, 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 these footnotes.
  3. F3. Includes 1,086,122 RSUs, each of which represents a contingent right to receive one share of Issuer's Class A Common Stock upon vesting.
  4. F4. Each share of Class B Common Stock held by the Reporting Person will automatically convert into one share of Class A Common Stock upon the sale or transfer of such share of Class B Common Stock, subject to certain exceptions, and in certain other circumstances described in the Issuer's amended and restated certificate of incorporation. Each share of Class B Common Stock is convertible at any time at the option of the Reporting Person into one share of Class A Common Stock. The Class B Common Stock has no expiration date.
Class A shares sold 393,378 shares Total Class A Common Stock sold on August 27, 2026
Weighted average sale price $30.1441 per share Weighted average price for Class A shares sold on August 27, 2026
Sale price range $30.00–$30.66 per share Price range for Class A sales reported in the filing
Class B shares converted 225,000 shares Three 75,000-share conversions of Class B into Class A on August 27, 2026
Direct Class A holdings after transaction 1,086,242 shares Direct Class A Common Stock held by Ariel M. Cohen after the reported transactions
RSUs included in direct holdings 1,086,122 RSUs RSUs representing contingent rights to Class A shares within direct holdings
Underlying Class A via Ariel Mordechai Cohen Living Trust 3,165,987 shares Underlying Class A shares associated with Class B held indirectly through that trust
Underlying Class A per Non-Exempt Trust 4,796 shares Underlying Class A shares associated with Class B in each of the Lihi, Shai, and Sivan Cohen Non-Exempt Trusts
Rule 10b5-1 trading plan regulatory
"The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan"
A Rule 10b5-1 trading plan is a pre-arranged schedule that allows company insiders to buy or sell stock at specific times, even if they have inside information. It helps prevent accusations of unfair trading by making these transactions look planned and transparent, rather than sneaky or illegal.
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.
RSUs financial
"Includes 1,086,122 RSUs, each of which represents a contingent right"
RSUs, or restricted stock units, are a form of company shares given to employees as part of their compensation. They are typically awarded with certain restrictions, such as a waiting period before they can be fully owned or sold, similar to earning a gift that becomes fully yours over time. For investors, RSUs can impact a company's stock offerings and reflect how much the company relies on stock-based incentives to attract and retain talent.
Class B Common Stock financial
"Each share of Class B Common Stock held by the Reporting Person will automatically convert"
A class B common stock is one of multiple types of a company’s ordinary shares that carries specific rights—often different voting power or dividend priority—compared with other classes. For investors it matters because those differences affect how much influence you have over company decisions, the income you might receive, and how freely the shares trade; think of it like owning a car with different keys: some keys let you start the engine and open the trunk, others only unlock the door.
contingent right financial
"each of which represents a contingent right to receive one share"

FAQ

What did NAVN CEO Ariel M. Cohen do in this Form 4 filing?

Ariel M. Cohen reported converting 225,000 shares of Class B Common Stock into Class A through three GST Trusts and selling a total of 393,378 Class A shares on August 27, 2026, including both direct and trust-held shares.

How many Navan (NAVN) shares did Ariel M. Cohen sell and at what price?

Ariel M. Cohen reported selling 393,378 shares of Class A Common Stock at a weighted average price of $30.1441 per share. The shares were sold in multiple transactions at prices ranging from $30.00 to $30.66, inclusive.

Were the NAVN stock sales made under a Rule 10b5-1 trading plan?

Yes. The filing states the sales were effected pursuant to a Rule 10b5-1 trading plan adopted by Ariel M. Cohen on January 6, 2026, indicating the trades were pre-arranged under that plan.

What are Ariel M. Cohen’s direct Class A holdings in Navan (NAVN) after these transactions?

After the reported transactions, Ariel M. Cohen directly held 1,086,242 shares of Class A Common Stock, which includes 1,086,122 RSUs. Each RSU represents a contingent right to receive one share of Class A upon vesting.

What conversions of Navan (NAVN) Class B stock were reported?

Three conversions were reported, each for 75,000 shares of Class B Common Stock held by the Lihi, Shai, and Sivan Cohen GST Trusts. Each share of Class B converted into one share of Class A Common Stock, totaling 225,000 Class A shares.

What indirect Navan (NAVN) positions does Ariel M. Cohen still hold via trusts?

The filing lists indirect positions in Class B Common Stock convertible into Class A, including 3,165,987 underlying Class A shares held by the Ariel Mordechai Cohen Living Trust and 4,796 underlying Class A shares for each of several non-exempt trusts.

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Learn about SEC filing dates
SEC Form 4
FORM 4UNITED 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).
X
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)
XDirector10% Owner
XOfficer (give title below)Other (specify below)
Chairperson and CEO
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
08/27/2026
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm 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)
CodeVAmount(A) or (D)Price
Class A Common Stock08/27/2026S(1)168,378D$30.1441(2)1,086,242(3)D
Class A Common Stock08/27/2026C75,000A$075,000IBy the Lihi Cohen GST Trust
Class A Common Stock08/27/2026S(1)75,000D$30.1441(2)0IBy the Lihi Cohen GST Trust
Class A Common Stock08/27/2026C75,000A$075,000IBy the Shai Cohen GST Trust
Class A Common Stock08/27/2026S(1)75,000D$30.1441(2)0IBy the Shai Cohen GST Trust
Class A Common Stock08/27/2026C75,000A$075,000IBy the Sivan Cohen GST Trust
Class A Common Stock08/27/2026S(1)75,000D$30.1441(2)0IBy the Sivan Cohen GST Trust
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Class B Common Stock(4)08/27/2026C75,000 (4) (4)Class A Common Stock75,000$0688,653IBy the Lihi Cohen GST Trust
Class B Common Stock(4)08/27/2026C75,000 (4) (4)Class A Common Stock75,000$0688,653IBy the Shai Cohen GST Trust
Class B Common Stock(4)08/27/2026C75,000 (4) (4)Class A Common Stock75,000$0688,653IBy the Sivan Cohen GST Trust
Class B Common Stock(4) (4) (4)Class A Common Stock3,165,9873,165,987IBy the Ariel Mordechai Cohen Living Trust
Class B Common Stock(4) (4) (4)Class A Common Stock4,7964,796IBy the Lihi Cohen Non-Exempt Trust
Class B Common Stock(4) (4) (4)Class A Common Stock4,7964,796IBy the Shai Cohen Non-Exempt Trust
Class B Common Stock(4) (4) (4)Class A Common Stock4,7964,796IBy the Sivan Cohen Non-Exempt Trust
Explanation of Responses:
1. The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on January 6, 2026.
2. The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $30.00 to $30.66, 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 these footnotes.
3. Includes 1,086,122 RSUs, each of which represents a contingent right to receive one share of Issuer's Class A Common Stock upon vesting.
4. Each share of Class B Common Stock held by the Reporting Person will automatically convert into one share of Class A Common Stock upon the sale or transfer of such share of Class B Common Stock, subject to certain exceptions, and in certain other circumstances described in the Issuer's amended and restated certificate of incorporation. Each share of Class B Common Stock is convertible at any time at the option of the Reporting Person into one share of Class A Common Stock. The Class B Common Stock has no expiration date.
/s/ Howard Baik, Attorney-in-Fact08/31/2026
** Signature of Reporting PersonDate
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)