Was Kaveripatnam Sandesh’s Navan (NAVN) share change an open-market purchase?

No. The 607 Navan shares came from a grant of fully vested restricted stock units issued as compensation. The award replaced a cash board retainer, rather than reflecting an open-market purchase or sale of Navan stock by Sandesh.

Navan (NAVN) director granted 607 RSUs in lieu of $11,250 cash retainer

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

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

Navan, Inc. director Kaveripatnam Sandesh received an equity compensation grant of 607 shares of Class A Common Stock in the form of restricted stock units. The footnote explains these RSUs were fully vested on the grant date and issued in lieu of a $11,250 cash retainer for board service, implying a grant price of about $18.54 per share. Following this award, Sandesh directly holds 35,852 shares of Class A Common Stock and also reports indirect holdings of 5,874,257 shares through Napean Trading and Investment Company (Singapore) PTE. LTC. and 2,705,707 shares through PI Opportunities Fund II.

Insider Trade Summary

3 transactions reported

Mixed 3 txns

Insider Kaveripatnam Sandesh

Role null

Type	Security	Shares	Price	Value
Grant/Award	Class A Common Stock	607	$18.54	$11K
holding	Class A Common Stock	--	--	--
holding	Class A Common Stock	--	--	--

Holdings After Transaction: Class A Common Stock — 35,852 shares (Direct, null); Class A Common Stock — 2,705,707 shares (Indirect, By PI Opportunities Fund II)

Footnotes (1)

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Key Figures

RSU grant size: 607 shares Grant price per share: $18.54/share Grant value: $11,250 +3 more

6 metrics

RSU grant size 607 shares Fully vested restricted stock units for board service

Grant price per share $18.54/share Implied by 607 shares for $11,250 retainer

Grant value $11,250 Cash retainer replaced by RSUs for board service

Direct holdings after grant 35,852 shares Class A Common Stock held directly by Sandesh

Indirect holdings via Napean 5,874,257 shares Class A Common Stock reported as indirectly owned

Indirect holdings via PI Opportunities Fund II 2,705,707 shares Class A Common Stock reported as indirectly owned

Key Terms

restricted stock units, cash retainer, indirect ownership, Class A Common Stock

4 terms

restricted stock units financial

"Represents Class A Common Stock underlying restricted stock units that are fully vested on the grant date"

Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.

cash retainer financial

"issued to the Reporting Person in lieu of a cash retainer for board service in the amount of $11,250"

indirect ownership financial

"direct_or_indirect: "I", nature_of_ownership: "By Napean Trading and Investment Company (Singapore) PTE. LTC.""

Class A Common Stock financial

"security_title: "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.

Form 4 Insider Transactions: What Each Field Means →

05/22/2026 - 05:13 PM

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^*

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)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/20/2026

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock	05/20/2026		A		607⁽¹⁾	A	$18.54	35,852	D
Class A Common Stock								2,705,707	I	By PI Opportunities Fund II
Class A Common Stock								5,874,257	I	By Napean Trading and Investment Company (Singapore) PTE. LTC.

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. Represents Class A Common Stock underlying restricted stock units that are fully vested on the grant date issued to the Reporting Person in lieu of a cash retainer for board service in the amount of $11,250.

	/s/ Howard Baik, Attorney-in-Fact	05/22/2026
	** 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)

Source: View Original Filing on SEC EDGAR

FAQ

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

Sandesh received an equity award of 607 shares of Navan Class A Common Stock via restricted stock units. The RSUs were fully vested on the grant date and were issued instead of a cash retainer for his board service.

What is the reported value of the equity grant to Kaveripatnam Sandesh at Navan (NAVN)?

The filing notes the RSU grant was issued in lieu of a $11,250 cash retainer for board service. With 607 RSUs, this corresponds to a grant price of about $18.54 per share, reflecting routine director compensation.

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

After the 607-share RSU award, Sandesh’s direct holdings total 35,852 shares of Navan Class A Common Stock. This figure reflects only his direct ownership position, separate from any indirect holdings through affiliated investment entities.

What indirect Navan (NAVN) holdings are reported for Kaveripatnam Sandesh?

The filing shows 5,874,257 Navan Class A shares reported as indirectly owned through Napean Trading and Investment Company (Singapore) PTE. LTC. and 2,705,707 shares reported through PI Opportunities Fund II, in addition to his directly held shares.