Navan (NAVN) president’s small 2,206-share tax sale leaves large stake

Rhea-AI Filing Summary

Navan, Inc. President Michael Eric Sindicich reported an automatic tax-related sale of 2,206 shares of Class A Common Stock. The shares were sold in open-market transactions at a weighted average price of $8.6176 per share to cover tax withholding obligations from vesting restricted stock units, under a mandated “sell to cover” arrangement rather than a discretionary trade. After this sale, he directly holds 308,308 shares of Class A Common Stock, and his holdings also include 64,269 restricted stock units that each represent a contingent right to receive one share upon vesting.

Insights

Insider trading and equity compensation analyst

Small, tax-driven insider sale with minimal signaling impact.

President Michael Eric Sindicich reported selling 2,206 shares of Navan, Inc. Class A Common Stock at a weighted average price of $8.6176. A footnote explains the sale was required to cover tax withholding on vesting RSUs via a “sell to cover” mechanism.

This means the disposition is compensation-related, not a discretionary decision to reduce exposure. After the sale, he directly holds 308,308 shares and 64,269 RSUs, so the transaction is small relative to his overall position and carries limited information about his view of the stock.

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

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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^*

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)
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)
			Code	V	Amount	(A) or (D)	Price
Class A Common Stock	03/20/2026		S(1)		2,206	D	$8.6176(2)	308,308(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 "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 $8.57 to $8.62, 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 64,269 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)

FAQ

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

Navan reported that President Michael Eric Sindicich sold 2,206 shares of Class A Common Stock. The shares were sold in open-market transactions to cover tax withholding obligations arising from the vesting of restricted stock units, under a required “sell to cover” arrangement.

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

The filing states this sale was not a discretionary trade. It was executed to satisfy tax withholding obligations linked to vesting RSUs, funded through an automatic “sell to cover” transaction rather than an elective open-market reduction of his equity position.

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

The weighted average sale price reported was $8.6176 per share. A footnote notes the 2,206 shares were sold in multiple transactions at prices ranging from $8.57 to $8.62, and detailed breakdowns are available upon request from the issuer.

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

Following the sale, Michael Sindicich directly holds 308,308 shares of Navan Class A Common Stock. In addition, his position includes 64,269 restricted stock units, each representing a contingent right to receive one share of Class A Common Stock upon vesting conditions being satisfied.

What do the 64,269 RSUs in the Navan (NAVN) Form 4 represent?

The 64,269 RSUs represent compensation awards that may convert into shares over time. Each restricted stock unit represents a contingent right to receive one share of Navan’s Class A Common Stock once the specified vesting conditions for those units are met.

How significant is the size of this Navan (NAVN) insider sale relative to Sindicich’s holdings?

The reported sale of 2,206 shares is small compared with Sindicich’s post-transaction direct holdings of 308,308 shares. Combined with the tax-withholding purpose, this indicates a routine compensation-related event rather than a major change in his ownership stake.