Stock award replaces cash retainer for Navan (NAVN) board director

Rhea-AI Filing Summary

Williams Anre D reported acquisition or exercise transactions in this Form 4 filing.

Navan, Inc. director Anre D. Williams received an equity grant of 634 shares of Class A Common Stock on May 20, 2026. The award was issued at $18.54 per share and was granted as fully vested restricted stock units in lieu of a $11,750 cash retainer for board service.

Following this grant, Williams holds a total of 215,658 shares of Class A Common Stock directly, including 15,024 restricted stock units, each representing the right to receive one share upon vesting.

Insights

Equity compensation analyst

Routine equity retainer grant to Navan director, not an open-market purchase.

Director Anre D. Williams received 634 shares of Navan, Inc. Class A Common Stock as a fully vested RSU grant, valued at $18.54 per share, in lieu of a $11,750 cash retainer for board service.

This is standard board compensation, coded as an acquisition (A) but not a discretionary market buy. After the grant, Williams holds 215,658 shares, including 15,024 RSUs that will convert into shares upon vesting, indicating a continuing equity stake aligned with the company’s performance.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Williams Anre D

Role null

Type	Security	Shares	Price	Value
Grant/Award	Class A Common Stock	634	$18.54	$12K

Holdings After Transaction: Class A Common Stock — 215,658 shares (Direct, null)

Footnotes (1)

1. Represents Class A Common Stock underlying restricted stock units ("RSUs") that are fully vested on the grant date issued to the Reporting Person in lieu of a cash retainer for board service in the amount of $11,750. Includes 15,024 RSUs, each of which represents a contingent right to receive one share of Issuer's Class A Common Stock upon vesting.

Key Figures

Equity grant size: 634 shares Grant reference price: $18.54 per share Cash retainer replaced: $11,750 +2 more

5 metrics

Equity grant size 634 shares Class A Common Stock award on May 20, 2026

Grant reference price $18.54 per share Value used for RSU grant in lieu of cash retainer

Cash retainer replaced $11,750 Board service retainer paid in stock instead of cash

Total shares after transaction 215,658 shares Director’s direct holdings following the grant

RSUs outstanding 15,024 RSUs Each RSU represents a right to one Class A share upon vesting

Key Terms

restricted stock units ("RSUs"), cash retainer, Class A Common Stock, contingent right

4 terms

restricted stock units ("RSUs") financial

"Represents Class A Common Stock underlying restricted stock units ("RSUs") that are fully vested on the grant date"

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.

cash retainer financial

"issued to the Reporting Person in lieu of a cash retainer for board service in the amount of $11,750"

Class A Common Stock financial

"Represents Class A Common Stock underlying restricted stock units ("RSUs")"

Class A common stock is a category of a company’s shares that carries a specific set of ownership rights—most commonly defined voting power and claims on dividends—set out in the company’s charter. For investors it matters because the class determines how much influence you have over corporate decisions, the share’s likely dividend and trading behavior, and how it compares in value to other share classes, like choosing a particular seat with different privileges at the company’s decision-making table.

contingent right financial

"each of which represents a contingent right to receive one share of Issuer's Class A Common Stock upon vesting"

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^*

Williams Anre D

(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
	Officer (give title below)		Other (specify below)

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/20/2026

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	05/20/2026		A		634(1)	A	$18.54	215,658(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 Class A Common Stock underlying restricted stock units ("RSUs") that are fully vested on the grant date issued to the Reporting Person in lieu of a cash retainer for board service in the amount of $11,750.

2. Includes 15,024 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	05/22/2026
	** 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) director Anre D. Williams report on this Form 4?

Director Anre D. Williams reported receiving 634 shares of Navan Class A Common Stock as an equity grant. The shares were issued as fully vested RSUs in lieu of a cash retainer for serving on the company’s board of directors.

Was the NAVN director’s transaction an open-market stock purchase?

No, the transaction was not an open-market purchase. The Form 4 shows a code A grant, representing fully vested RSUs given as compensation instead of a cash board retainer, rather than shares bought on the open market by the director.

What is the value of the equity grant reported by Navan’s director?

The grant covers 634 shares at an indicated value of $18.54 per share, corresponding to an $11,750 equity retainer. The filing notes this stock award was made instead of paying the director the same amount in cash for board service.

How many Navan (NAVN) shares does Anre D. Williams hold after the grant?

After the reported grant, Anre D. Williams directly holds 215,658 shares of Navan Class A Common Stock. This total includes 15,024 restricted stock units, each of which will convert into one share when the applicable vesting conditions are satisfied.

What are the restricted stock units (RSUs) mentioned in the Navan Form 4?

The Form 4 notes 15,024 RSUs held by the director, each representing a contingent right to receive one Navan Class A share upon vesting. RSUs are a common equity-based compensation tool used to align board members’ interests with long-term shareholder value.