Navan Inc.

06/29/2026 | Press release | Distributed by Public on 06/29/2026 14:24

Statement of Changes in Beneficial Ownership (Form 4)

FORM 4
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 that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES 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
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(Print or Type Responses)
1. Name and Address of Reporting Person *
Kaveripatnam Sandesh
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)
(Last) (First) (Middle)
C/O NAVAN, INC., 3045 PARK BOULEVARD
3. Date of Earliest Transaction (Month/Day/Year)
06/25/2026
(Street)
PALO ALTO, CA 94306
4. If Amendment, Date 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
(City) (State) (Zip)
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 45,811(2) D
Class A Common Stock 2,705,707 I By PI Opportunities Fund II(3)
Class A Common Stock 5,874,257 I By Napean Trading and Investment Company (Singapore) PTE. LTC.(4)
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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 control number. SEC 1474 (9-02)
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 Underlying Securities
(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 of Derivative Security: 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

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Kaveripatnam Sandesh
C/O NAVAN, INC.
3045 PARK BOULEVARD
PALO ALTO, CA 94306
X

Signatures

/s/ Sandesh Kaveripatnam 06/29/2026
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(1) Represents restricted stock units ("RSUs"), each of which represents a contingent right to receive one share of the 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 the Issuer's next annual meeting of stockholders following the date of the grant, subject to the Reporting Person's continued service through such vesting date.
(2) Includes 9,959 RSUs, each of which represents a contingent right to receive one share of Issuer's Class A Common Stock upon vesting.
(3) These securities are held by PI Opportunities Fund II ("PI Fund II"), a fund within the Premji Invest Group ("PI"). The Reporting Person is employed by PI International LLC, an entity within PI, and is a managing partner within PI. The Reporting Person disclaims beneficial ownership of the securities held by PI Fund II except to the extent of his pecuniary interest, if any, therein.
(4) These securities are held by Napean Trading and Investment Company (Singapore) Pte Ltd ("Napean Singapore"), an entity within PI. The Reporting Person is employed by PI International LLC, an entity within PI, and is a managing partner within PI. The Reporting Person disclaims beneficial ownership of the securities held by Napean Singapore except to the extent of his pecuniary interest, if any, therein.
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.
Navan Inc. published this content on June 29, 2026, and is solely responsible for the information contained herein. Distributed via EDGAR on June 29, 2026 at 20:24 UTC. If you believe the information included in the content is inaccurate or outdated and requires editing or removal, please contact us at [email protected]