Navan (NAVN) interim CFO sells shares to cover RSU tax obligations

Rhea-AI Filing Summary

Navan, Inc.'s interim CFO, Anne Mary Giviskos, reported automatic share sales tied to RSU tax withholding. On January 28, 2026, she sold 77 Class A shares at $13.80 and 2,598 shares at $13.85 to cover taxes from vesting restricted stock units.

After these sell-to-cover transactions, she beneficially owned 106,090 Class A shares, including 82,532 RSUs, each RSU representing a right to receive one share upon vesting. The filing states these were not discretionary trades.

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

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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^*

Giviskos Anne Mary

(Last) (First) (Middle)

C/O NAVAN, INC.

3045 PARK BOULEVARD

(Street)

PALO ALTO CA 94306

(City) (State) (Zip)

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)
	Interim CFO

3. Date of Earliest Transaction (Month/Day/Year)
01/28/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

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	01/28/2026		S(1)		77	D	$13.8	108,688	D
Class A Common Stock	01/28/2026		S(1)		2,598	D	$13.85	106,090(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. 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. Includes 82,532 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	01/30/2026
	** 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.

FAQ

What insider transaction did Navan (NAVN) disclose for interim CFO Anne Mary Giviskos?

Navan disclosed that interim CFO Anne Mary Giviskos sold Class A shares on January 28, 2026. She sold 77 shares at $13.80 and 2,598 shares at $13.85, reported as sales to cover tax withholding from vesting restricted stock units.

Why did Navan (NAVN) interim CFO’s shares get sold in the latest Form 4 filing?

The shares were sold to cover tax withholding obligations from vesting restricted stock units. The Form 4 explains the sales were funded through a “sell to cover” transaction designed for tax payment and explicitly notes they did not represent discretionary trading decisions by the reporting person.

How many Navan (NAVN) shares does the interim CFO beneficially own after the reported transactions?

Following the January 28, 2026 transactions, the interim CFO beneficially owns 106,090 shares of Navan Class A common stock. This total includes 82,532 restricted stock units, each RSU representing a contingent right to receive one share of Class A common stock upon vesting.

What prices were received for the Navan (NAVN) shares sold by the interim CFO?

The interim CFO’s Form 4 reports two sale prices for Navan Class A common stock. She sold 77 shares at $13.80 per share and 2,598 shares at $13.85 per share, in connection with covering tax withholding from restricted stock unit vesting.

What do the 82,532 RSUs in the Navan (NAVN) Form 4 represent?

The 82,532 RSUs represent restricted stock units awarded to the interim CFO. Each RSU gives a contingent right to receive one share of Navan’s Class A common stock upon vesting, meaning future share delivery depends on meeting the vesting conditions specified in the award.

Does the Navan (NAVN) Form 4 indicate discretionary selling by the interim CFO?

The Form 4 explicitly states the sales do not represent discretionary trades by the reporting person. Instead, the shares were required to be sold to satisfy tax withholding obligations arising from the vesting of restricted stock units through a structured “sell to cover” transaction.