STOCK TITAN

Navan (NASDAQ: NAVN) director receives 9,959 RSU grant and reports major fund holdings

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Kaveripatnam Sandesh reported acquisition or exercise transactions in this Form 4 filing.

Navan, Inc. director Kaveripatnam Sandesh received a grant of 9,959 restricted stock units (RSUs), each representing one share of Class A Common Stock at no cost. These RSUs vest in full on the earlier of the first anniversary of the grant date or the next annual stockholder meeting, contingent on his continued service.

Following the grant, he holds 45,811 shares directly, including the 9,959 RSUs. Separate Form 4 entries show large indirect holdings by Napean Trading and Investment Company (Singapore) Pte Ltd and PI Opportunities Fund II, for which Sandesh disclaims beneficial ownership except for any pecuniary interest.

Positive

  • None.

Negative

  • None.
Insider Kaveripatnam Sandesh
Role null
Type Security Shares Price Value
Grant/Award Class A Common Stock 9,959 $0.00 --
holding Class A Common Stock -- -- --
holding Class A Common Stock -- -- --
Holdings After Transaction: Class A Common Stock — 45,811 shares (Direct, null); Class A Common Stock — 2,705,707 shares (Indirect, By PI Opportunities Fund II)
Footnotes (1)
  1. Represents restricted stock units ("RSUs"), each of which represents a contingent right to receive one share of the Issuer's Class A Common Stock. The RSUs are subject to a time-based service condition. The time-based service condition will be satisfied in full on the earlier of (i) the first anniversary of the date of the grant or (ii) the date of the Issuer's next annual meeting of stockholders following the date of the grant, subject to the Reporting Person's continued service through such vesting date. Includes 9,959 RSUs, each of which represents a contingent right to receive one share of Issuer's Class A Common Stock upon vesting. These securities are held by PI Opportunities Fund II ("PI Fund II"), a fund within the Premji Invest Group ("PI"). The Reporting Person is employed by PI International LLC, an entity within PI, and is a managing partner within PI. The Reporting Person disclaims beneficial ownership of the securities held by PI Fund II except to the extent of his pecuniary interest, if any, therein. These securities are held by Napean Trading and Investment Company (Singapore) Pte Ltd ("Napean Singapore"), an entity within PI. The Reporting Person is employed by PI International LLC, an entity within PI, and is a managing partner within PI. The Reporting Person disclaims beneficial ownership of the securities held by Napean Singapore except to the extent of his pecuniary interest, if any, therein.
RSU grant size 9,959 RSUs Each RSU equals one share of Class A Common Stock
Grant price per share $0.00 per share RSUs granted at no cash cost to the director
Direct holdings after grant 45,811 shares Class A Common Stock held directly after RSU award
Napean Singapore indirect holdings 5,874,257 shares Class A Common Stock held by Napean Trading and Investment Company (Singapore) Pte Ltd
PI Opportunities Fund II holdings 2,705,707 shares Class A Common Stock held by PI Opportunities Fund II
restricted stock units ("RSUs") financial
"Represents restricted stock units ("RSUs"), each of which represents a contingent right to receive one share"
Restricted stock units (RSUs) are a company promise to give an employee shares of stock (or cash equivalent) in the future, but only after certain conditions—usually staying with the company for a set time or hitting performance goals—are met. Investors watch RSUs because when they vest they increase the number of shares outstanding and can lead insiders to sell shares, affecting share price, company dilution and the true cost of employee pay.
time-based service condition financial
"The RSUs are subject to a time-based service condition."
annual meeting of stockholders financial
"the date of the Issuer's next annual meeting of stockholders following the date of the grant"
pecuniary interest financial
"disclaims beneficial ownership ... except to the extent of his pecuniary interest"
beneficial ownership financial
"The Reporting Person disclaims beneficial ownership of the securities held by PI Fund II"
Beneficial ownership means the person or entity that actually enjoys the benefits of owning shares or other assets — such as receiving dividends, voting rights, or price gains — even if the legal title is held in another name. For investors it matters because knowing who truly controls and profits from a company reveals who can influence decisions, exposes potential conflicts of interest or hidden concentration of power, and affects transparency and risk in the stock.
See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google
Add on Google
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).
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*
Kaveripatnam Sandesh

(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)
XDirector10% Owner
Officer (give title below)Other (specify below)
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
06/25/2026
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 Stock06/25/2026A9,959(1)A$045,811(2)D
Class A Common Stock2,705,707IBy PI Opportunities Fund II(3)
Class A Common Stock5,874,257IBy Napean Trading and Investment Company (Singapore) PTE. LTC.(4)
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
Explanation of Responses:
1. Represents restricted stock units ("RSUs"), each of which represents a contingent right to receive one share of the Issuer's Class A Common Stock. The RSUs are subject to a time-based service condition. The time-based service condition will be satisfied in full on the earlier of (i) the first anniversary of the date of the grant or (ii) the date of the Issuer's next annual meeting of stockholders following the date of the grant, subject to the Reporting Person's continued service through such vesting date.
2. Includes 9,959 RSUs, each of which represents a contingent right to receive one share of Issuer's Class A Common Stock upon vesting.
3. These securities are held by PI Opportunities Fund II ("PI Fund II"), a fund within the Premji Invest Group ("PI"). The Reporting Person is employed by PI International LLC, an entity within PI, and is a managing partner within PI. The Reporting Person disclaims beneficial ownership of the securities held by PI Fund II except to the extent of his pecuniary interest, if any, therein.
4. These securities are held by Napean Trading and Investment Company (Singapore) Pte Ltd ("Napean Singapore"), an entity within PI. The Reporting Person is employed by PI International LLC, an entity within PI, and is a managing partner within PI. The Reporting Person disclaims beneficial ownership of the securities held by Napean Singapore except to the extent of his pecuniary interest, if any, therein.
/s/ Sandesh Kaveripatnam06/29/2026
** 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)

FAQ

What did Navan (NAVN) director Kaveripatnam Sandesh receive in this Form 4?

He received 9,959 restricted stock units (RSUs) in Navan Class A Common Stock at no cost. Each RSU converts into one share if vesting conditions are met, representing a stock-based compensation award rather than an open-market purchase.

How do the new Navan (NAVN) RSUs for Sandesh vest?

The 9,959 RSUs vest in full on the earlier of the first anniversary of the grant date or Navan’s next annual stockholder meeting. Vesting is conditioned on Sandesh continuing to serve the company through that vesting date.

How many Navan (NAVN) shares does Sandesh hold directly after this grant?

After the grant, Sandesh holds 45,811 Navan Class A Common Stock shares directly. This total includes the 9,959 RSUs, which each entitle him to receive one share upon satisfying the specified time-based service vesting conditions.

What are the large indirect Navan (NAVN) holdings listed in the Form 4?

The filing lists 5,874,257 shares held by Napean Trading and Investment Company (Singapore) Pte Ltd and 2,705,707 shares held by PI Opportunities Fund II. These entities are part of Premji Invest, and Sandesh reports them as indirect holdings associated with his role there.

Does Sandesh fully own the Navan (NAVN) shares held by PI Opportunities Fund II and Napean Singapore?

No. Sandesh expressly disclaims beneficial ownership of shares held by PI Opportunities Fund II and Napean Singapore, except to the extent of any pecuniary interest. This means those positions belong primarily to those investment entities, not solely to him personally.

Is this Navan (NAVN) Form 4 a share purchase or routine compensation?

This Form 4 reflects a routine compensation grant of 9,959 RSUs rather than a market purchase. The RSUs carry a zero-dollar grant price and vest based on continued service, a common structure for director equity compensation at public companies.