Navan (NASDAQ: NAVN) CFO awarded 876K RSUs and 1.01M options

Rhea-AI Filing Summary

Navan, Inc.’s Chief Financial Officer Aurelien Nolf reported equity awards, increasing his direct ownership stake. He received grants of Class A common stock in the form of restricted stock units and a large stock option award.

The filing shows awards of 97,370 and 778,967 RSUs, each representing a right to receive one share of Class A common stock if time-based service conditions are met. He also received 1,010,099 stock options with a $9.97 exercise price, expiring in 2036, which vest over four years. Following these awards, he directly holds 876,337 shares of Class A common 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

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^*

Nolf Aurelien Pierre Leon

(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)
	Chief Financial Officer

3. Date of Earliest Transaction (Month/Day/Year)
03/02/2026

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	03/02/2026		A		778,967(1)	A	$0	778,967	D
Class A Common Stock	03/03/2026		A		97,370(2)	A	$0	876,337	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
Stock Option (Right to Buy)	$9.97	03/02/2026		A		1,010,099		(3)	03/01/2036	Class A Common Stock	1,010,099	$0	1,010,099	D

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. The time-based service condition will be satisfied with respect to 25% of the total number of such RSUs on the first anniversary of the vesting commencement date, and an additional 1/16th of the total number of such RSUs vest every quarter thereafter, subject to Reporting Person's continued service through each applicable vesting date.

2. Represents 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. The time-based service condition will be satisfied with respect to 100% of the total number of such RSUs on the first anniversary of the vesting commencement date, subject to Reporting Person's continued service through such vesting date.

3. The stock option vests with respect to 25% of the shares subject to the stock option on the first anniversary of the vesting commencement date, and the remaining 75% of the shares subject to the stock option vest in equal monthly installments over the following three years, subject to Reporting Person's continued service through each applicable vesting date.

	/s/ Howard Baik, Attorney-in-Fact	03/12/2026
	** 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 transactions did Navan (NAVN) report for its CFO?

Navan’s CFO reported receiving equity awards, not open-market trades. The Form 4 shows grants of restricted stock units and a large stock option award, all tied to continued service-based vesting conditions rather than immediate cash purchases or sales.

How many Navan (NAVN) RSUs were granted to the CFO in this Form 4?

The CFO received two restricted stock unit grants totaling 876,337 RSUs. One grant covers 97,370 RSUs and another 778,967 RSUs, each representing a contingent right to one share of Class A common stock, subject to time-based service vesting conditions.

What are the terms of the Navan (NAVN) stock options granted to the CFO?

The CFO was granted 1,010,099 stock options at a $9.97 exercise price. These options vest 25% after one year from the vesting commencement date, with the remaining 75% vesting in equal monthly installments over the next three years, expiring in 2036.

How does the RSU vesting schedule work for Navan (NAVN) CFO awards?

The RSUs vest based on continued service over time. One award vests 25% after one year, then 1/16 each quarter thereafter, while another vests 100% on the first anniversary, in each case contingent on ongoing service through the vesting dates.

What is the CFO’s Navan (NAVN) share ownership after these grants?

After the reported grants, the CFO directly holds 876,337 Class A shares. This total reflects his non-derivative Class A common stock position following the RSU awards, separate from the newly granted stock options reported in the same Form 4.