Navan (NAVN) affiliated funds disclose sizeable insider Class A share buys

Rhea-AI Filing Summary

Navan, Inc. insiders reported significant share purchases by investment funds affiliated with Andreessen Horowitz. On January 2, 2026, Andreessen Horowitz LSV Fund II, L.P. bought 466,058 shares of Navan Class A common stock at a weighted average price of $16.27. On January 5, 2026, the same fund bought another 202,729 shares at a weighted average of $15.77, and on January 6, 2026 it acquired an additional 308,188 shares at a weighted average of $16.74. After these trades, Andreessen Horowitz LSV Fund II, L.P. is shown as indirectly holding 8,300,455 Navan Class A shares, with other affiliated funds, including LSV Fund I, LSV Fund III, Fund V, CLF Partners and AH Parallel Fund V, also reported as indirect holders and classified as 10% owners. The prices are weighted averages across multiple trades within specified intraday ranges.

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
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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^*

Andreessen Horowitz LSV Fund III, L.P.

(Last) (First) (Middle)

C/O ANDREESSEN HOROWITZ

2865 SAND HILL ROAD, SUITE 101

(Street)

MENLO PARK CA 94025

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

3. Date of Earliest Transaction (Month/Day/Year)
01/02/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	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	01/02/2026		P		466,058	A	$16.27(1)	7,789,538	I	By Andreessen Horowitz LSV Fund II, L.P.(2)
Class A Common Stock	01/05/2026		P		202,729	A	$15.77(3)	7,992,267	I	By Andreessen Horowitz LSV Fund II, L.P.(2)
Class A Common Stock	01/06/2026		P		308,188	A	$16.74(4)	8,300,455	I	By Andreessen Horowitz LSV Fund II, L.P.(2)
Class A Common Stock								6,757,090	I	By Andreessen Horowitz LSV Fund I, L.P.(5)
Class A Common Stock								607,161	I	By Andreessen Horowitz LSV Fund III, L.P.(6)(7)
Class A Common Stock								2,081,772	I	By Andreessen Horowitz Fund V, L.P.(8)
Class A Common Stock								17,001	I	By CLF Partners, LP(9)
Class A Common Stock								10,408,860	I	By AH Parallel Fund V, L.P.(10)(11)

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

1. Name and Address of Reporting Person^*

Andreessen Horowitz LSV Fund III, L.P.

(Last) (First) (Middle)

C/O ANDREESSEN HOROWITZ

2865 SAND HILL ROAD, SUITE 101

(Street)

MENLO PARK CA 94025

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

Andreessen Horowitz LSV Fund III-B, L.P.

(Last) (First) (Middle)

C/O ANDREESSEN HOROWITZ

2865 SAND HILL ROAD, SUITE 101

(Street)

MENLO PARK CA 94025

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

AH Equity Partners LSV III, L.L.C.

(Last) (First) (Middle)

C/O ANDREESSEN HOROWITZ

2865 SAND HILL ROAD, SUITE 101

(Street)

MENLO PARK CA 94025

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

AH 2022 Annual Fund, L.P.

(Last) (First) (Middle)

C/O ANDREESSEN HOROWITZ

2865 SAND HILL ROAD, SUITE 101

(Street)

MENLO PARK CA 94025

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

AH 2022 ANNUAL FUND-B, L.P.

(Last) (First) (Middle)

C/O ANDREESSEN HOROWITZ

2865 SAND HILL ROAD, SUITE 101

(Street)

MENLO PARK CA 94025

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

AH 2022 ANNUAL FUND-QC, L.P.

(Last) (First) (Middle)

C/O ANDREESSEN HOROWITZ

2865 SAND HILL ROAD, SUITE 101

(Street)

MENLO PARK CA 94025

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

AH Equity Partners 2022 Annual Fund, L.L.C.

(Last) (First) (Middle)

C/O ANDREESSEN HOROWITZ

2865 SAND HILL ROAD, SUITE 101

(Street)

MENLO PARK CA 94025

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

CLF Partners, LP

(Last) (First) (Middle)

C/O ANDREESSEN HOROWITZ

2865 SAND HILL ROAD, SUITE 101

(Street)

MENLO PARK CA 94025

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

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

Explanation of Responses:

1. The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $16.10 to $16.50 inclusive. The Reporting Persons undertake to provide to 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 purchased at each separate price within the range set forth in this footnote.

2. These shares are held of record by Andreessen Horowitz LSV Fund II, L.P. ("AH LSV Fund II"), for itself and as nominee for Andreessen Horowitz LSV Fund II-B, L.P. and Andreessen Horowitz LSV Fund II-Q, L.P. (collectively, the "AH LSV Fund II Entities"). AH Equity Partners LSV II, L.L.C. ("AH EP LSV II "), the general partner of AH LSV Fund II, may be deemed to have sole voting and dispositive power over the shares held by the AH LSV Fund II Entities. Marc Andreessen and Benjamin Horowitz are the managing members of AH EP LSV II and may be deemed to have shared voting and dispositive power over the shares held by the AH LSV Fund II Entities. Each of the Reporting Persons disclaims the existence of a "group" and disclaims beneficial ownership of the securities held by the AH LSV Fund II Entities and this report shall not be deemed an admission that such person is the beneficial owner of such securities, except to the extent of such person's pecuniary interest therein, if any.

3. The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $15.59 to $16.47 inclusive. The Reporting Persons undertake to provide to 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 purchased at each separate price within the range set forth in this footnote.

4. The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $16.28 to $17.00 inclusive. The Reporting Persons undertake to provide to 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 purchased at each separate price within the range set forth in this footnote.

5. These shares are held of record by Andreessen Horowitz LSV Fund I, L.P. ("AH LSV Fund I"), for itself and as nominee for Andreessen Horowitz LSV Fund I-B, L.P. and Andreessen Horowitz LSV Fund I-Q, L.P. (collectively, the "AH LSV Fund I Entities"). AH Equity Partners LSV I, L.L.C. ("AH EP LSV I"), the general partner of AH LSV Fund I, may be deemed to have sole voting and dispositive power over the shares held by the AH LSV Fund I Entities. Marc Andreessen and Benjamin Horowitz are the managing members of AH EP LSV I and may be deemed to have shared voting and dispositive power over the shares held by the AH LSV Fund I Entities. Each of the Reporting Persons disclaims the existence of a "group" and disclaims beneficial ownership of the securities held by the AH LSV Fund I Entities and this report shall not be deemed an admission that such person is the beneficial owner of such securities, except to the extent of such person's pecuniary interest therein, if any.

6. These shares are held of record by Andreessen Horowitz LSV Fund III, L.P. ("AH LSV Fund III"), for itself and as nominee for Andreessen Horowitz LSV Fund III-B, L.P., AH 2022 Annual Fund, L.P., AH 2022 Annual Fund-B, L.P. and AH 2022 Annual Fund-QC, L.P. (collectively, the "AH LSV Fund III Entities"). AH Equity Partners LSV III, L.L.C. ("AH EP LSV III"), the general partner of AH LSV Fund III, may be deemed to have sole voting and dispositive power over the shares held by the AH LSV Fund III Entities.

7. (Continued from Footnote 6) Marc Andreessen and Benjamin Horowitz are the managing members of AH EP LSV III and may be deemed to have shared voting and dispositive power over the shares held by the AH LSV Fund III Entities. Each of the Reporting Persons disclaims the existence of a "group" and disclaims beneficial ownership of the securities held by the AH LSV Fund III Entities and this report shall not be deemed an admission that such person is the beneficial owner of such securities, except to the extent of such person's pecuniary interest therein, if any.

8. These shares are held of record by Andreessen Horowitz Fund V, L.P. ("AH Fund V"), for itself and as nominee for Andreessen Horowitz Fund V-A, L.P., Andreessen Horowitz Fund V-B, L.P. and Andreessen Horowitz Fund V-Q, L.P. (collectively, the "AH Fund V Entities"). AH Equity Partners V, L.L.C. ("AH EP V"), the general partner of AH Fund V, may be deemed to have sole voting and dispositive power over the shares held by the AH Fund V Entities. Marc Andreessen and Benjamin Horowitz are the managing members of AH EP V and may be deemed to have shared voting and dispositive power over the shares held by the AH Fund V Entities. Each of the Reporting Persons disclaims the existence of a "group" and disclaims beneficial ownership of the securities held by the AH Fund V Entities and this report shall not be deemed an admission that such person is the beneficial owner of such securities, except to the extent of such person's pecuniary interest therein, if any.

9. These shares are held of record by CLF Partners, LP ("CLF"). AH EP V, the general partner of CLF, may be deemed to have sole voting and dispositive power over the shares held by CLF. Marc Andreessen and Benjamin Horowitz are the managing members of AH EP V and may be deemed to have shared voting and dispositive power over the shares held by CLF. Each of the Reporting Persons disclaims the existence of a "group" and disclaims beneficial ownership of the securities held by CLF and this report shall not be deemed an admission that such person is the beneficial owner of such securities, except to the extent of such person's pecuniary interest therein, if any.

10. These shares are held of record by AH Parallel Fund V, L.P. ("AH Parallel V"), for itself and as nominee for AH Parallel Fund V-A, L.P., AH Parallel Fund V-B, L.P., and AH Parallel Fund V-Q, L.P. (collectively, the "AH Parallel Fund V Entities"). AH Equity Partners V (Parallel), L.L.C. ("AH EP V Parallel"), the general partner of AH Parallel V, may be deemed to have sole voting and dispositive power over the shares held by the AH Parallel Fund V Entities. Marc Andreessen and Benjamin Horowitz are the managing members of AH EP V Parallel and may be deemed to have shared voting and dispositive power over the shares held by the AH Parallel Fund V Entities.

11. (Continued from Footnote 10) Each of the Reporting Persons disclaims the existence of a "group" and disclaims beneficial ownership of the securities held by the AH Parallel Fund V Entities and this report shall not be deemed an admission that such person is the beneficial owner of such securities, except to the extent of such person's pecuniary interest therein, if any.

Remarks:

This Form 4 is the second of three Forms 4 filed relating to the same event. Combined, the three reports report the holdings for the following Reporting Persons: Andreessen Horowitz LSV Fund I, L.P., Andreessen Horowitz LSV Fund I-B, L.P., Andreessen Horowitz LSV Fund I-Q, L.P., AH Equity Partners LSV I, L.L.C., Andreessen Horowitz LSV Fund II, L.P., Andreessen Horowitz LSV Fund II-B, L.P., Andreessen Horowitz LSV Fund II-Q, L.P., AH Equity Partners LSV II, L.L.C., Andreessen Horowitz LSV Fund III, L.P., Andreessen Horowitz LSV Fund III-B, L.P., AH Equity Partners LSV III, L.L.C., AH 2022 Annual Fund, L.P., AH 2022 Annual Fund-B, L.P., AH 2022 Annual Fund-QC, L.P., AH Equity Partners 2022 Annual Fund, L.L.C., Andreessen Horowitz Fund V, L.P., Andreessen Horowitz Fund V-A, L.P., Andreessen Horowitz Fund V-B, L.P., Andreessen Horowitz Fund V-Q, L.P., CLF Partners, LP, AH Equity Partners V, L.L.C., AH Parallel Fund V, L.P., AH Parallel Fund V-A, L.P., AH Parallel Fund V-B, L.P., AH Parallel Fund V-Q, L.P., AH Equity Partners V (Parallel), L.L.C. and Marc Andreessen. This Form 4 has been split into three filings because there are more than 10 reporting persons in total, and the SEC's EDGAR filing system limits a single Form 4 to a maximum of 10 reporting persons.

	Andreessen Horowitz LSV Fund III, L.P., By AH Equity Partners LSV III, L.L.C., Its General Partner, By /s/ Phil Hathaway, Chief Operating Officer	01/06/2026
	Andreessen Horowitz LSV Fund III-B, L.P., By AH Equity Partners LSV III, L.L.C., Its General Partner, By /s/ Phil Hathaway, Chief Operating Officer	01/06/2026
	AH Equity Partners LSV III, L.L.C., By /s/ Phil Hathaway, Chief Operating Officer	01/06/2026
	AH 2022 Annual Fund, L.P., By AH Equity Partners 2022 Annual Fund, L.L.C., Its General Partner, By /s/ Phil Hathaway, Chief Operating Officer	01/06/2026
	AH 2022 Annual Fund-B, L.P., By AH Equity Partners 2022 Annual Fund, L.L.C., Its General Partner, By /s/ Phil Hathaway, Chief Operating Officer	01/06/2026
	AH 2022 Annual Fund-QC, L.P., By AH Equity Partners 2022 Annual Fund, L.L.C., Its General Partner, By /s/ Phil Hathaway, Chief Operating Officer	01/06/2026
	AH Equity Partners 2022 Annual Fund, L.L.C., By /s/ Phil Hathaway, Chief Operating Officer	01/06/2026
	CLF Partners, LP, By AH Equity Partners V, L.L.C., Its General Partner, By /s/ Phil Hathaway, Chief Operating Officer	01/06/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What insider activity did Navan (NAVN) report in this Form 4?

The filing reports that investment funds affiliated with Andreessen Horowitz, acting as 10% owners, purchased additional shares of Navan Class A common stock through Andreessen Horowitz LSV Fund II, L.P., while also disclosing existing indirect holdings by several related funds.

How many Navan shares did Andreessen Horowitz LSV Fund II, L.P. buy?

Andreessen Horowitz LSV Fund II, L.P. purchased 466,058 shares on January 2, 2026 at a weighted average price of $16.27, 202,729 shares on January 5, 2026 at $15.77, and 308,188 shares on January 6, 2026 at $16.74, all reported as indirect ownership.

What are the total Navan holdings reported for Andreessen Horowitz LSV Fund II, L.P.?

After the reported purchases, Andreessen Horowitz LSV Fund II, L.P. is shown as indirectly holding 8,300,455 shares of Navan Class A common stock, according to the Form 4 table.

Which other Andreessen Horowitz-related funds hold Navan Class A shares?

The report lists indirect holdings by several funds, including Andreessen Horowitz LSV Fund I, L.P. with 6,757,090 shares, Andreessen Horowitz LSV Fund III, L.P. with 607,161 shares, Andreessen Horowitz Fund V, L.P. with 2,081,772 shares, CLF Partners, LP with 17,001 shares, and AH Parallel Fund V, L.P. with 10,408,860 shares.

Are these Navan transactions direct trades by individuals or by entities?

The reported Navan trades are indirect holdings through entities such as Andreessen Horowitz LSV Fund II, L.P. and other related funds. Footnotes explain that general partners like AH Equity Partners entities may be deemed to have voting and dispositive power, while the reporting persons disclaim beneficial ownership beyond their pecuniary interest.

What do the weighted average prices in the Navan Form 4 mean?

For each purchase date, the Form 4 states a weighted average price, indicating that the shares were bought in multiple transactions within a price range (for example, from $16.10 to $16.50 on January 2, 2026). The reporting persons note they can provide full trade-by-trade details upon request.

Is this the only Form 4 related to these Navan insider holdings?

No. The remarks state this is the second of three Forms 4 filed for the same event, together covering holdings for multiple Andreessen Horowitz funds and related entities, with the filings split because the total number of reporting persons exceeds the EDGAR system limit.