Navan (NAVN) director Clara Liang receives 9,959 RSUs in equity grant

Rhea-AI Filing Summary

Liang Clara reported acquisition or exercise transactions in this Form 4 filing.

Navan, Inc. director Clara Liang received an equity grant of 9,959 restricted stock units, each representing one share of Class A Common Stock. These RSUs vest in full on the earlier of the first anniversary of the grant date or Navan’s next annual meeting of stockholders, subject to her continued service. Following this grant, she holds 9,959 shares directly.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Liang Clara

Role null

Type	Security	Shares	Price	Value
Grant/Award	Class A Common Stock	9,959	$0.00	--

Holdings After Transaction: Class A Common Stock — 9,959 shares (Direct, null)

Footnotes (1)

1. [object Object]

Key Figures

RSUs granted: 9,959 units Transaction price per share: $0.0000 Shares held after transaction: 9,959 shares

3 metrics

RSUs granted 9,959 units Restricted stock units representing Class A Common Stock

Transaction price per share $0.0000 Equity award, no cash paid by director

Shares held after transaction 9,959 shares Total Class A Common Stock following award

Key Terms

restricted stock units ("RSUs"), time-based service condition, annual meeting of stockholders

3 terms

restricted stock units ("RSUs") financial

"Represents restricted stock units ("RSUs"), each of which represents a contingent right to receive one share"

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."

annual meeting of stockholders financial

"the date of Issuer's next annual meeting of stockholders following the date of the grant"

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Form 4 Insider Transactions: What Each Field Means →

Available on EDGAR 06/29/2026 - 04:11 PM Accepted by SEC EDGAR 06/29/2026 - 04:10 PM Learn about SEC filing dates

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^*

Liang Clara

(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)
06/25/2026

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	06/25/2026		A		9,959(1)	A	$0	9,959	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. The time-based service condition will be satisfied in full on the earlier of (i) the first anniversary of the date of the grant or (ii) the date of Issuer's next annual meeting of stockholders following the date of the grant, subject to Reporting Person's continued service through such vesting date.

Remarks:

	/s/ Howard Baik, Attorney-in-Fact	06/29/2026
	** 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 Clara Liang report in this Form 4?

Clara Liang reported receiving 9,959 restricted stock units from Navan, Inc. Each RSU represents one share of Class A Common Stock, granted as equity compensation and not purchased on the open market. This is a standard director award, not a cash transaction.

How many Navan (NAVN) shares does Clara Liang hold after this transaction?

After the reported grant, Clara Liang holds 9,959 shares of Navan’s Class A Common Stock. This entire position comes from restricted stock units awarded to her, which convert into shares as they vest under the stated service-based vesting schedule.

What are the vesting terms of Clara Liang’s Navan (NAVN) RSU award?

The RSUs vest in full on the earlier of the first anniversary of the grant date or Navan’s next annual stockholder meeting. Vesting is conditioned on Clara Liang’s continued service through that vesting date, meaning unvested units could be forfeited if service ends earlier.

Does Clara Liang pay anything for the Navan (NAVN) RSUs reported?

No cash payment is required for these RSUs, as the transaction price per share is reported as 0.0000. The award is part of her compensation as a director, with value realized when units vest and convert into Class A Common Stock holdings.

Is Clara Liang’s Navan (NAVN) Form 4 transaction a market buy or sell?

This transaction is not a market buy or sell. It is coded as an “A” transaction, meaning a grant or award acquisition of 9,959 restricted stock units. The shares are awarded by Navan as compensation, rather than being traded on a stock exchange.

What condition must be met for Clara Liang’s Navan (NAVN) RSUs to vest?

The RSUs are subject to a time-based service condition. They will vest in full only if Clara Liang continues serving through the earlier of the first anniversary of the grant date or the date of Navan’s next annual meeting of stockholders, as specified in the terms.