Navan (NASDAQ: NAVN) CTO logs 49,210-share tax sell-to-cover transaction

Rhea-AI Filing Summary

Navan, Inc. director and Chief Technology Officer Twig Ilan Ezra reported an automatic sale of 49,210 shares of Class A Common Stock. The shares were sold on March 20, 2026 in open-market transactions at a weighted average price of $8.6221 per share.

According to the disclosure, this “sell to cover” transaction was required to cover tax withholding obligations from vesting restricted stock units and did not represent a discretionary trade. After the sale, Ezra directly holds 538,012 shares, including 440,415 RSUs that each convert into one share upon vesting.

Insights

Equity compensation and insider-trading analyst

Routine tax-related sale with limited signaling value.

The filing shows Twig Ilan Ezra executed an open-market sale of 49,210 Navan Class A shares at a weighted average price of $8.6221 on March 20, 2026. The key detail is that this was a mandatory “sell to cover” for RSU tax withholding.

Because the sale was required to satisfy tax obligations on vesting restricted stock units, it is categorized as a mechanistic transaction rather than a discretionary decision to reduce exposure. Following the sale, Ezra still holds 538,012 shares, including 440,415 RSUs that vest over time.

This pattern is typical for equity compensation: a portion of newly vested shares is sold to meet tax requirements, while the remaining position continues to give the executive substantial equity exposure. From an investment perspective, this type of non-discretionary, tax-driven sale is generally viewed as neutral.

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^*

Twig Ilan Ezra

(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)
	Chief Technology Officer

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)		49,210	D	$8.6221(2)	538,012(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 $8.62 to $8.665, 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 440,415 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 did Navan (NAVN) CTO Twig Ilan Ezra report in this Form 4?

Twig Ilan Ezra reported selling 49,210 shares of Navan Class A Common Stock. The sale occurred on March 20, 2026 at a weighted average price of $8.6221 per share, and was disclosed as part of routine insider reporting requirements.

Was Twig Ilan Ezra’s Navan (NAVN) stock sale a discretionary trade?

No. The filing states the sale was required to cover tax withholding obligations from vesting restricted stock units. It was executed as a “sell to cover” transaction and specifically described as not representing a discretionary trade by the reporting person.

How many Navan (NAVN) shares did the CTO sell and at what prices?

Ezra sold 49,210 shares of Navan Class A Common Stock. The weighted average sale price was $8.6221 per share, with multiple trades executed in a price range from $8.62 to $8.665 per share, according to the disclosure footnote.

How many Navan (NAVN) shares does Twig Ilan Ezra hold after the transaction?

After the sale, Ezra directly holds 538,012 Navan Class A shares. This total includes 440,415 restricted stock units, each representing a contingent right to receive one share of Class A Common Stock upon vesting, as described in the footnotes.

What are the RSUs mentioned in Twig Ilan Ezra’s Navan (NAVN) Form 4 filing?

The filing notes 440,415 restricted stock units, or RSUs, held by Ezra. Each RSU represents a contingent right to receive one share of Navan’s Class A Common Stock when it vests, forming a significant portion of his equity-based compensation.

Does this Navan (NAVN) insider sale indicate a change in insider sentiment?

The sale is characterized as a tax-withholding “sell to cover” related to RSU vesting, not a discretionary trade. Combined with Ezra’s remaining 538,012-share position, it appears as a routine compensation-related event rather than a clear signal of changing insider sentiment.