Navan (NAVN) CEO Ariel Cohen sells 151,007 shares for RSU tax withholding

Filing Impact

(Very High)

Filing Sentiment

(Negative)

Form Type

Rhea-AI Filing Summary

Navan, Inc. Chairperson and CEO Ariel M. Cohen reported an open-market sale of 151,007 shares of Class A Common Stock at a weighted average price of $8.6224 per share. According to the disclosure, this sale was required to cover tax withholding obligations tied to the vesting of restricted stock units and was executed as a non-discretionary “sell to cover” transaction rather than a voluntary trade. Following the sale, Cohen’s reported direct holdings total 1,003,918 shares, including 866,193 RSUs that each represent a right to receive one share upon vesting.

Insider Trade Summary

Net Seller: 151,007 shares ($1,302,043)

Net Sell 1 txn

Insider Cohen Ariel M.

Role Chairperson and CEO

Sold 151,007 shs ($1.30M)

Type	Security	Shares	Price	Value
Sale	Class A Common Stock	151,007	$8.6224	$1.30M

Holdings After Transaction: Class A Common Stock — 1,003,918 shares (Direct)

Footnotes (1)

The sale reported on this Form 4 represents shares required to be sold by the Reporting Person to cover tax withholding obligations in connection with the vesting of restricted stock units (RSUs). The sale satisfies the tax withholding obligations to be funded by a "sell to cover" transaction and does not represent a discretionary trade by the Reporting Person. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $8.62 to $8.67, inclusive. The Reporting Person undertakes to provide 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 sold at each separate price within the range set forth in this footnote. Includes 866,193 RSUs, each of which represents a contingent right to receive one share of Issuer's Class A Common Stock upon vesting.

Form 4 Insider Transactions: What Each Field Means →

03/24/2026 - 05:31 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
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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^*

Cohen Ariel M.

(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)
	Chairperson and CEO

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
03/20/2026

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	03/20/2026		S⁽¹⁾		151,007	D	$8.6224⁽²⁾	1,003,918⁽³⁾	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)
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. The sale reported on this Form 4 represents shares required to be sold by the Reporting Person to cover tax withholding obligations in connection with the vesting of restricted stock units (RSUs). The sale satisfies the tax withholding obligations to be funded by a "sell to cover" transaction and does not represent a discretionary trade by the Reporting Person.

2. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $8.62 to $8.67, inclusive. The Reporting Person undertakes to provide 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 sold at each separate price within the range set forth in this footnote.

3. Includes 866,193 RSUs, each of which represents a contingent right to receive one share of Issuer's Class A Common Stock upon vesting.

	/s/ Howard Baik, Attorney-in-Fact	03/24/2026
	** 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 insider transaction did Navan (NAVN) report for CEO Ariel M. Cohen?

Navan reported that CEO Ariel M. Cohen sold 151,007 shares of Class A Common Stock. The transaction was an open-market sale used to satisfy tax withholding obligations related to vesting restricted stock units rather than a discretionary share sale.

At what price did Navan (NAVN) CEO Ariel M. Cohen sell shares in the latest Form 4?

The reported weighted average sale price was $8.6224 per share. Footnotes explain shares were sold in multiple transactions between $8.62 and $8.67. The CEO undertook to provide full trade-by-trade details upon request to investors or regulators.

Why did Navan (NAVN) CEO Ariel M. Cohen sell 151,007 shares?

The sale was made to cover tax withholding obligations arising from the vesting of restricted stock units. The filing states this “sell to cover” transaction was not a discretionary trade by the reporting person, indicating it was driven by tax requirements.

How many Navan (NAVN) shares does CEO Ariel M. Cohen hold after the reported sale?

After the transaction, Ariel M. Cohen is reported to hold 1,003,918 shares of Class A Common Stock. This total includes 866,193 restricted stock units, each representing a contingent right to receive one share upon vesting, according to the filing footnotes.

What do the RSUs held by Navan (NAVN) CEO Ariel M. Cohen represent?

The filing notes Cohen holds 866,193 restricted stock units. Each RSU represents a contingent right to receive one share of Navan’s Class A Common Stock when the unit vests, adding to his potential future share ownership as vesting milestones are met.