SEC Form 4 · accession 0001853730-26-000011
Navan, Inc. · NAVN
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Ariel M. Cohen
Officer — Chairperson and CEO · Director
Period of report
Aug 27, 2026
Accepted (ET)
Aug 31, 2026 · 4:30 pm EDT
Rule 10b5-1 plan
yes — trade under a plan
Issuer CIK
0001639723
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Class A Common StockF2,F3 | Aug 27, 2026 | S | 168,378 | $30.1441 | D | 1,086,242 | D | |
| Class A Common Stock | Aug 27, 2026 | C | 75,000 | $0.00 | A | 75,000 | I | By the Lihi Cohen GST Trust |
| Class A Common StockF2 | Aug 27, 2026 | S | 75,000 | $30.1441 | D | 0 | I | By the Lihi Cohen GST Trust |
| Class A Common Stock | Aug 27, 2026 | C | 75,000 | $0.00 | A | 75,000 | I | By the Shai Cohen GST Trust |
| Class A Common StockF2 | Aug 27, 2026 | S | 75,000 | $30.1441 | D | 0 | I | By the Shai Cohen GST Trust |
| Class A Common Stock | Aug 27, 2026 | C | 75,000 | $0.00 | A | 75,000 | I | By the Sivan Cohen GST Trust |
| Class A Common StockF2 | Aug 27, 2026 | S | 75,000 | $30.1441 | D | 0 | I | By the Sivan Cohen GST Trust |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Class B Common StockF4 | — | Aug 27, 2026 | C | 75,000 | D | — | — | Class A Common Stock | 75,000 | 688,653 | I |
| Class B Common StockF4 | — | Aug 27, 2026 | C | 75,000 | D | — | — | Class A Common Stock | 75,000 | 688,653 | I |
| Class B Common StockF4 | — | Aug 27, 2026 | C | 75,000 | D | — | — | Class A Common Stock | 75,000 | 688,653 | I |
| Class B Common StockF4 | — | holding | — | — | — | — | — | Class A Common Stock | 3,165,987 | 3,165,987 | I |
| Class B Common StockF4 | — | holding | — | — | — | — | — | Class A Common Stock | 4,796 | 4,796 | I |
| Class B Common StockF4 | — | holding | — | — | — | — | — | Class A Common Stock | 4,796 | 4,796 | I |
| Class B Common StockF4 | — | holding | — | — | — | — | — | Class A Common Stock | 4,796 | 4,796 | I |
Explanation of responses
- F1The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on January 6, 2026.
- F2The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $30.00 to $30.66, 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 these footnotes.
- F3Includes 1,086,122 RSUs, each of which represents a contingent right to receive one share of Issuer's Class A Common Stock upon vesting.
- F4Each share of Class B Common Stock held by the Reporting Person will automatically convert into one share of Class A Common Stock upon the sale or transfer of such share of Class B Common Stock, subject to certain exceptions, and in certain other circumstances described in the Issuer's amended and restated certificate of incorporation. Each share of Class B Common Stock is convertible at any time at the option of the Reporting Person into one share of Class A Common Stock. The Class B Common Stock has no expiration date.