Navan president sells shares to cover RSU taxes

Navan, Inc. president Michael Eric Sindicich reported an open-market sale of 2,176 shares of Class A Common Stock at a weighted average price of $21.0604 per share.

Rhea-AI Filing Summary

Navan, Inc. president Michael Eric Sindicich reported an open-market sale of 2,176 shares of Class A Common Stock at a weighted average price of $21.0604 per share. The transaction was a mandatory “sell to cover” to satisfy tax withholding obligations related to vesting restricted stock units, and was not a discretionary trade. Following the sale, he directly holds 548,318 shares, including 1,243 shares acquired under the Navan, Inc. 2025 Employee Stock Purchase Plan on June 15, 2026 and 350,538 RSUs, each representing a contingent right to receive one share upon vesting.

Insider Trade Summary

Net Seller: 2,176 shares

Net Sell 1 txn

Insider Sindicich Michael Eric

Role President

Sold 2,176 shs ($46K)

Type	Security	Shares	Price	Value
Sale	Class A Common Stock	2,176	$21.0604	$46K

Holdings After Transaction: Class A Common Stock — 548,318 shares (Direct)

Footnotes (3)

1. F1. 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 mandatory "sell to cover" transaction and does not represent a discretionary trade by the Reporting Person.
2. F2. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $21.04 to $21.64, 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. F3. Includes (i) 1,243 shares acquired under the Navan, Inc. 2025 Employee Stock Purchase Plan on June 15, 2026 and (ii) 350,538 RSUs, each of which represents a contingent right to receive one share of Issuer's Class A Common Stock upon vesting.

Key Figures

Shares sold: 2,176 shares Weighted average sale price: $21.0604 per share Post-transaction holdings: 548,318 shares +3 more

6 metrics

Shares sold 2,176 shares Mandatory sell-to-cover for RSU tax withholding

Weighted average sale price $21.0604 per share Open-market sale of Class A Common Stock

Post-transaction holdings 548,318 shares Class A Common Stock held directly after sale

Sale price range $21.04–$21.64 per share Multiple transactions within this price range

ESPP shares acquired 1,243 shares Navan, Inc. 2025 Employee Stock Purchase Plan on June 15, 2026

Restricted stock units 350,538 RSUs Each RSU represents one share upon vesting

Key Terms

restricted stock units (RSUs), sell to cover, weighted average price, Employee Stock Purchase Plan

4 terms

restricted stock units (RSUs) financial

"in connection with the vesting of restricted stock units (RSUs)."

Restricted stock units (RSUs) are a type of company promise to give employees shares of stock in the future, usually after certain conditions like working for a set time. They are like a gift promised today that you receive later, which can become valuable if the company's stock price goes up. RSUs matter because they are a way companies reward employees and can be a significant part of compensation.

sell to cover financial

"funded by a mandatory "sell to cover" transaction"

Sell to cover is when a person who receives company stock through options or awards sells just enough shares immediately to pay required taxes, exercise costs, or fees, keeping the rest. Think of it like cashing part of a bonus to cover the tax bill so you can keep the remainder. For investors, it can create predictable small selling pressure and slightly change the number of shares actually held by insiders without increasing long‑term dilution.

weighted average price financial

"The price reported in Column 4 is a weighted average price."

Weighted average price is the average price of a security where each trade or component is counted according to its size, so bigger trades pull the average more than smaller ones. Think of it like calculating the average cost of a grocery haul where items you bought more of have greater influence on the final per-item cost. Investors use it to understand the true average price paid or received, judge execution quality, and compare trading performance against market movement.

Employee Stock Purchase Plan financial

"acquired under the Navan, Inc. 2025 Employee Stock Purchase Plan"

An employee stock purchase plan is a company program that lets workers buy shares through small payroll deductions, often at a discount to the market price and after a set offering period. Think of it like a workplace savings plan that turns into ownership: it encourages employees to share in the company’s success and can create predictable buying or selling of stock that investors watch because it affects supply, demand and employee incentives.

FAQ

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

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

Navan president Michael Eric Sindicich sold 2,176 shares of Class A Common Stock. The filing states this was a mandatory sale to cover tax withholding from vesting restricted stock units, rather than a discretionary open-market trade.

Was the Navan (NAVN) insider sale a discretionary trade by the president?

No. The filing explains the sale was required to cover tax withholding obligations from RSU vesting. It describes the transaction as a mandatory “sell to cover,” meaning it was executed to pay taxes, not as an elective portfolio decision.

At what price were the Navan (NAVN) shares sold in this Form 4?

The reported weighted average sale price was $21.0604 per share. Footnotes note multiple trades occurred in a range from $21.04 to $21.64, and full trade details are available to the issuer, shareholders, or SEC staff upon request.

How many Navan (NAVN) shares does Michael Eric Sindicich hold after the sale?

After the transaction, Michael Eric Sindicich directly holds 548,318 shares of Navan Class A Common Stock. This reported balance includes previously acquired shares and equity awards, and shows his remaining equity exposure following the tax-related sale.

What RSU and ESPP positions does the Navan (NAVN) president report?

Holdings include 1,243 shares acquired under the Navan, Inc. 2025 Employee Stock Purchase Plan on June 15, 2026 and 350,538 restricted stock units. Each RSU represents a contingent right to receive one share of Class A Common Stock upon vesting.

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

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Accepted by SEC EDGAR 06/23/2026 - 05:47 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^*

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)
06/22/2026

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	06/22/2026		S(1)		2,176	D	$21.0604(2)	548,318(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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

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 mandatory "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 $21.04 to $21.64, 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 (i) 1,243 shares acquired under the Navan, Inc. 2025 Employee Stock Purchase Plan on June 15, 2026 and (ii) 350,538 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	06/23/2026
	** 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)