Navan (NAVN) CEO Ariel Cohen receives 292,112-share RSU equity grant

Rhea-AI Filing Summary

Cohen Ariel M. reported acquisition or exercise transactions in this Form 4 filing.

Navan, Inc. reported that Chairperson and CEO Ariel M. Cohen received an equity compensation grant of 292,112 shares of Class A Common Stock in the form of restricted stock units (RSUs). The award carried a grant price of $0.00 per share.

The RSUs vest over time, with 1/16 of the total RSUs vesting every quarter, subject to Cohen’s continued service through each vesting date. Following this grant, Cohen directly holds 1,296,150 shares of Class A Common Stock, including 1,158,305 RSUs.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Cohen Ariel M.

Role Chairperson and CEO

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

Holdings After Transaction: Class A Common Stock — 1,296,150 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 1,158,305 RSUs,

Key Figures

RSU grant size: 292,112 shares Grant price: $0.00 per share Total shares after transaction: 1,296,150 shares +2 more

5 metrics

RSU grant size 292,112 shares Restricted stock units granted to CEO Ariel M. Cohen

Grant price $0.00 per share Price for RSU award shares

Total shares after transaction 1,296,150 shares Cohen’s direct Class A Common Stock holdings following grant

Included RSUs 1,158,305 RSUs RSUs included within total holdings

Vesting rate 1/16 per quarter Portion of RSUs vesting each quarter, subject to continued service

Key Terms

restricted stock units ("RSUs"), time-based service condition, vesting date

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"

vesting date financial

"subject to Reporting Person's continued service through each vesting date."

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^*

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)
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	1,296,150(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 1,158,305 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 Ariel M. Cohen?

Navan reported that Chairperson and CEO Ariel M. Cohen received a grant of 292,112 restricted stock units. Each RSU represents one share of Class A Common Stock, awarded at a grant price of $0.00 per share as equity compensation.

How many Navan shares does Ariel M. Cohen hold after this Form 4 transaction?

After the RSU grant, Ariel M. Cohen directly holds 1,296,150 shares of Navan Class A Common Stock. This total includes both already-vested shares and unvested restricted stock units disclosed in the filing’s ownership information.

What are the vesting terms of Ariel M. Cohen’s new Navan RSU grant?

The 292,112 restricted stock units vest based on a time-based service condition. One-sixteenth of the total RSUs vest every quarter, so long as Ariel M. Cohen continues to provide service through each applicable vesting date.

How many restricted stock units does Ariel M. Cohen have in total at Navan?

The filing notes that Cohen’s holdings include 1,158,305 restricted stock units. Each RSU represents a contingent right to receive one share of Navan’s Class A Common Stock upon satisfaction of applicable vesting conditions and settlement terms.

Was Ariel M. Cohen’s Navan RSU grant an open-market purchase or compensation award?

The transaction is classified as a grant or award acquisition, not an open-market purchase. The RSUs were issued at a price of $0.00 per share as part of equity compensation rather than being bought on the open market.

Does Ariel M. Cohen’s Navan RSU grant require continued employment to vest?

Yes. The RSUs are subject to a time-based service condition. Each quarterly vesting installment of one-sixteenth of the original grant requires Ariel M. Cohen to remain in service through that vesting date to receive the corresponding shares.