Greenoaks discloses 16,047,328 Navan (NAVN) shares

Rhea-AI Filing Summary

Navan, Inc. received a Schedule 13G filing showing a sizable institutional stake in its Class A common stock. Greenoaks Capital Partners LLC, as investment manager to certain Greenoaks Funds, together with Managing Partners Neil Mehta and Benjamin Peretz, report beneficial ownership of 16,047,328 shares of Navan Class A Common Stock, representing 6.9% of the class. The reporting persons hold shared voting and shared dispositive power over these shares through the Greenoaks Funds. They state that the securities were acquired and are held in the ordinary course of business and not for the purpose of changing or influencing control of Navan.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

Navan, Inc.

(Name of Issuer)

Class A Common Stock, $0.00000625 par value

(Title of Class of Securities)

639193101

(CUSIP Number)

10/30/2025

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

Rule 13d-1(b)

Rule 13d-1(c)

Rule 13d-1(d)

SCHEDULE 13G

CUSIP No. 639193101

1

Names of Reporting Persons

GREENOAKS CAPITAL PARTNERS LLC

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 16,047,328.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 16,047,328.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

16,047,328.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

6.9 %

12

Type of Reporting Person (See Instructions)

IA, HC

SCHEDULE 13G

CUSIP No. 639193101

1

Names of Reporting Persons

MEHTA NEIL

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 16,047,328.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 16,047,328.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

16,047,328.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

6.9 %

12

Type of Reporting Person (See Instructions)

HC, IN

SCHEDULE 13G

CUSIP No. 639193101

1

Names of Reporting Persons

PERETZ BENJAMIN

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 16,047,328.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 16,047,328.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

16,047,328.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

6.9 %

12

Type of Reporting Person (See Instructions)

IN, HC

SCHEDULE 13G

Item 1.
(a)	Name of issuer: Navan, Inc.
(b)	Address of issuer's principal executive offices: 3045 PARK BOULEVARD, PALO ALTO, CALIFORNIA, 94306.
Item 2.
(a)	Name of person filing: This statement is filed by: (i) Greenoaks Capital Partners LLC (the "Investment Manager"), a Delaware limited liability company and the investment adviser to certain funds and accounts (the "Greenoaks Funds"), with respect to the shares of Class A Common Stock (as defined in Item 2(d) below) directly held by the Greenoaks Funds. (ii) Mr. Neil Mehta ("Mr. Mehta"), a Managing Partner of the Investment Manager, with respect to the shares of Class A Common Stock directly held by the Greenoaks Funds; and (iii) Mr. Benjamin Peretz ("Mr. Peretz"), a Managing Partner of the Investment Manager, with respect to the shares of Class A Common Stock directly held by the Greenoaks Funds. The foregoing persons are hereinafter sometimes collectively referred to as the "Reporting Persons." The filing of this statement should not be construed as an admission that any of the forgoing persons or any Reporting Person is, for the purposes of Section 13 of the Act, the beneficial owner of the shares of Class A Common Stock reported herein.
(b)	Address or principal business office or, if none, residence: The business address of each of the Reporting Persons is 4 Orinda Way, Suite 200-C, Orinda, CA 94563.
(c)	Citizenship: The Investment Manager is a Delaware limited liability company. Mr. Mehta and Mr. Peretz are each citizens of the United States.
(d)	Title of class of securities: Class A Common Stock, $0.00000625 par value
(e)	CUSIP No.: 639193101
Item 3.	If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)	Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)	Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)	Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)	Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)	An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)	An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)	A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)	A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)	A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)	A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution:
(k)	Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.	Ownership
(a)	Amount beneficially owned: 16047328
(b)	Percent of class: 6.9%
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: 0
	(ii) Shared power to vote or to direct the vote: 16047328
	(iii) Sole power to dispose or to direct the disposition of: 0
	(iv) Shared power to dispose or to direct the disposition of: 16047328
Item 5.	Ownership of 5 Percent or Less of a Class.
	Not Applicable
Item 6.	Ownership of more than 5 Percent on Behalf of Another Person.
	If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than 5 percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required. See Item 2. The Greenoaks Funds have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the shares of Class A Common Stock reported herein.
Item 7.	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
	Not Applicable
Item 8.	Identification and Classification of Members of the Group.
	Not Applicable
Item 9.	Notice of Dissolution of Group.
	Not Applicable

Item 10.

Certifications:

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

GREENOAKS CAPITAL PARTNERS LLC

Signature:	/s/ Neil Mehta
Name/Title:	Managing Partner
Date:	02/17/2026

MEHTA NEIL

Signature:	/s/ Neil Mehta
Name/Title:	Neil Mehta
Date:	02/17/2026

PERETZ BENJAMIN

Signature:	/s/ Benjamin Peretz
Name/Title:	Benjamin Peretz
Date:	02/17/2026

FAQ

How many Navan, Inc. (NAVN) shares does Greenoaks report owning?

Greenoaks Capital Partners LLC and related reporting persons report beneficial ownership of 16,047,328 Navan Class A Common Stock shares. This represents a 6.9% stake in the class, with shared voting and dispositive power held through certain Greenoaks Funds.

What percentage of Navan, Inc. (NAVN) does Greenoaks Capital Partners hold?

The Schedule 13G reports that Greenoaks Capital Partners LLC and associated reporting persons beneficially own 6.9% of Navan’s Class A Common Stock. This percentage is based on 16,047,328 shares over which they share voting and dispositive power through the Greenoaks Funds.

Who are the reporting persons on the Navan, Inc. (NAVN) Schedule 13G?

The reporting persons are Greenoaks Capital Partners LLC, investment adviser to certain Greenoaks Funds, and its Managing Partners Neil Mehta and Benjamin Peretz. Each reports beneficial ownership tied to the same 16,047,328 Navan Class A Common Stock shares held by the Greenoaks Funds.

Is Greenoaks’ Navan, Inc. (NAVN) stake intended to influence control of the company?

The certification states the securities were acquired and are held in the ordinary course of business. It further specifies they were not acquired and are not held for the purpose of changing or influencing control of Navan or in connection with any such transaction.

What kind of security in Navan, Inc. (NAVN) is reported on this Schedule 13G?

The filing covers Navan, Inc. Class A Common Stock with a par value of $0.00000625 per share. The CUSIP number for this class of securities is 639193101, and the reported beneficial ownership relates specifically to this Class A Common Stock.

Who has voting and dispositive power over the Navan, Inc. (NAVN) shares reported by Greenoaks?

The Schedule 13G shows zero sole voting or dispositive power, and 16,047,328 shares of shared voting and shared dispositive power. These rights are held through the Greenoaks Funds, which can receive dividends and sale proceeds on the reported Class A Common Stock.