Navan CTO receives 292,112-share RSU award

Twig Ilan Ezra reported acquisition or exercise transactions in this Form 4 filing.

Rhea-AI Filing Summary

Twig Ilan Ezra reported acquisition or exercise transactions in this Form 4 filing.

Navan, Inc. reported that Chief Technology Officer Twig Ilan Ezra received a grant of 292,112 shares of Class A Common Stock in the form of restricted stock units at a price of $0.00 per share. This is a compensation-related award rather than an open‑market purchase.

The RSUs vest over time, with 1/16 of the total vesting each quarter, subject to Ezra’s continued service. After this grant, Ezra directly holds 830,366 shares of Class A Common Stock, which the footnotes state include 732,527 RSUs.

Insider Trade Summary

Grant/Award: 292,112 shares

Grant/Award 1 txn

Insider Twig Ilan Ezra

Role Chief Technology Officer

Type	Security	Shares	Price	Value
Grant/Award	Class A Common Stock	292,112	$0.00	$0.00

Holdings After Transaction: Class A Common Stock — 830,366 shares (Direct)

Footnotes (2)

1. F1. Represents restricted stock units ("RSUs"), each of which represents a contingent right to receive one share of Issuer's Class A Common Stock. The RSUs are subject to a time-based service condition , which will be satisfied as to 1/16th of the total number of such RSUs every quarter, subject to Reporting Person's continued service through each vesting date.
2. F2. Includes 732,527 RSUs.

Key Figures

RSU grant size: 292,112 shares Grant price: $0.00 per share Post-transaction holdings: 830,366 shares +2 more

5 metrics

RSU grant size 292,112 shares Restricted stock units of Class A Common Stock granted on 2026-05-21

Grant price $0.00 per share Compensation-related RSU award, not an open-market purchase

Post-transaction holdings 830,366 shares Total Class A Common Stock directly held after the RSU grant

RSUs included in holdings 732,527 RSUs Portion of total holdings that are restricted stock units

Vesting schedule fraction 1/16 per quarter RSUs vest quarterly subject to continued service

Key Terms

restricted stock units ("RSUs"), time-based service condition, vesting date, Class A Common Stock

4 terms

restricted stock units ("RSUs") financial

"Represents restricted stock units ("RSUs"), each of which represents a contingent right"

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 , which will be satisfied"

vesting date financial

"every quarter, subject to Reporting Person's continued service through each vesting date."

Class A Common Stock financial

"each of which represents a contingent right to receive one share of Issuer's 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.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What insider transaction did Navan (NAVN) disclose for Twig Ilan Ezra?

Navan disclosed that CTO Twig Ilan Ezra received 292,112 restricted stock units of Class A Common Stock as a compensation-related grant at $0.00 per share, increasing his direct holdings to 830,366 shares, including a substantial number of unvested RSUs.

Is the Navan (NAVN) Form 4 transaction a stock purchase or a grant?

The Form 4 shows a stock grant, not a market purchase. The shares are restricted stock units awarded as compensation with a transaction code "A", representing a grant, award, or other acquisition at no cash cost to the reporting person.

How do Twig Ilan Ezra’s RSUs at Navan (NAVN) vest over time?

The RSUs vest based on continued service, with 1/16 of the total restricted stock units vesting every quarter. Each vesting date requires Twig Ilan Ezra to remain in service with Navan, making this a time-based incentive structure tied to ongoing employment.

How many Navan (NAVN) shares does Twig Ilan Ezra hold after this Form 4?

After the reported grant, Twig Ilan Ezra directly holds 830,366 shares of Navan Class A Common Stock. Footnotes clarify that this figure includes 732,527 restricted stock units, which will convert into shares only as they satisfy the quarterly vesting conditions.

What does transaction code "A" mean in the Navan (NAVN) Form 4 filing?

Transaction code "A" indicates a grant, award, or other acquisition of securities, typically related to compensation rather than a market trade. In this case, it reflects Navan awarding restricted stock units of Class A Common Stock to its Chief Technology Officer.

Does the Navan (NAVN) Form 4 mention any Rule 10b5-1 trading plan?

The provided Form 4 details a restricted stock unit award and associated vesting terms but does not reference any Rule 10b5‑1 trading plan. The transaction is characterized as a compensation-related grant rather than a pre-planned market trading arrangement.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 05/26/2026 - 07:55 PM EDT Learn about SEC filing dates

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^*

Twig Ilan Ezra

(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
X	Officer (give title below)		Other (specify below)
	Chief Technology Officer

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/21/2026

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)
			Code	V	Amount	(A) or (D)	Price
Class A Common Stock	05/21/2026		A		292,112(1)	A	$0	830,366(2)	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. Represents restricted stock units ("RSUs"), each of which represents a contingent right to receive one share of Issuer's Class A Common Stock. The RSUs are subject to a time-based service condition , which will be satisfied as to 1/16th of the total number of such RSUs every quarter, subject to Reporting Person's continued service through each vesting date.

2. Includes 732,527 RSUs.

	/s/ Howard Baik, Attorney-in-Fact	05/26/2026
	** 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)