Navan (NAVN) president receives 292,112 RSUs equity grant

Rhea-AI Filing Summary

Sindicich Michael Eric reported acquisition or exercise transactions in this Form 4 filing.

Navan, Inc.'s President, Michael Eric Sindicich, received a grant of 292,112 shares of Class A Common Stock in the form of restricted stock units on May 21, 2026. The RSUs have no purchase price and vest 1/16 each quarter, contingent on continued service. After this award, he directly holds 600,420 shares, including RSUs.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Sindicich Michael Eric

Role President

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

Holdings After Transaction: Class A Common Stock — 600,420 shares (Direct, null)

Footnotes (1)

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. Includes 356,381 RSUs,

Key Figures

RSUs granted: 292,112 shares Grant price per share: $0.0000 per share Total shares after transaction: 600,420 shares +1 more

4 metrics

RSUs granted 292,112 shares Restricted stock unit award on May 21, 2026

Grant price per share $0.0000 per share Equity compensation, no cash paid for RSUs

Total shares after transaction 600,420 shares Direct Class A Common Stock holdings post-grant

RSUs included in holdings 356,381 RSUs Footnote indicates portion of total holdings are RSUs

Key Terms

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

3 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..."

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.

Form 4 Insider Transactions: What Each Field Means →

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^*

Sindicich Michael Eric

(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)

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

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	600,420(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 356,381 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)

FAQ

What insider transaction did Navan (NAVN) report for Michael Eric Sindicich?

Navan reported that President Michael Eric Sindicich received a grant of restricted stock units. He was awarded 292,112 RSUs representing Class A Common Stock, with no cash paid per share. This is a compensation-related equity award, not an open-market stock purchase.

How many Navan (NAVN) shares were granted to the president in this Form 4?

The filing shows a grant of 292,112 restricted stock units to the president. Each RSU represents one share of Navan’s Class A Common Stock, bringing his direct holdings after the award to 600,420 shares, including unvested RSUs subject to service-based vesting.

What are the vesting terms of Michael Sindicich’s Navan (NAVN) RSU grant?

The RSUs vest over time based on continued service. The time-based condition is satisfied as to 1/16 of the total RSUs every quarter, as long as Sindicich continues serving through each vesting date, gradually converting RSUs into Class A Common Stock.

Did Michael Sindicich buy Navan (NAVN) shares on the open market?

No, this transaction reflects an equity award, not a market purchase. The Form 4 lists transaction code “A” for a grant or award, with a price per share of $0.0000, indicating compensation rather than buying shares on an exchange from other shareholders.

How many Navan (NAVN) shares does the president hold after this RSU grant?

After the reported grant, the president directly holds 600,420 shares of Class A Common Stock. This total includes restricted stock units, with footnotes noting that his holdings include 356,381 RSUs that remain subject to vesting based on continued service.

What does the RSU footnote in the Navan (NAVN) Form 4 explain?

The footnote explains that each RSU grants a contingent right to one share of Class A Common Stock. It clarifies that vesting is time-based, with 1/16 of the RSUs vesting each quarter if the reporting person continues to provide service through each vesting date.