Ariel M. Cohen - 29 Oct 2025 Form 3 Insider Report for Navan, Inc. (NAVN)

Role
Chairperson and CEO, Director, 10%+ Owner
Signature
/s/ Howard Baik, Attorney-in-Fact
Issuer symbol
NAVN
Transactions as of
29 Oct 2025
Net transactions value
$0
Form type
3
Filing time
29 Oct 2025, 21:25:31 UTC
Previous filing
22 Apr 2025
Next filing
31 Oct 2025
SEC
View on sec.gov

Reporting Owners (1)

Name Relationship Address Signature Signature date CIK
Cohen Ariel M. Chairperson and CEO, Director, 10%+ Owner C/O NAVAN, INC., 3045 PARK BOULEVARD, PALO ALTO /s/ Howard Baik, Attorney-in-Fact 29 Oct 2025 0001853730

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
holding NAVN Class A Common Stock 1,154,925 29 Oct 2025 Direct F1, F2
holding NAVN Class A Common Stock 3,999,089 29 Oct 2025 By the Ariel Mordechai Cohen Living Trust F3, F4
holding NAVN Class A Common Stock 793,986 29 Oct 2025 By the Lihi Cohen GST Trust F3, F5
holding NAVN Class A Common Stock 4,796 29 Oct 2025 By the Lihi Cohen Non-Exempt Trust F3, F6
holding NAVN Class A Common Stock 793,986 29 Oct 2025 By the Shai Cohen GST Trust F3, F7
holding NAVN Class A Common Stock 4,796 29 Oct 2025 By the Shai Cohen Non-Exempt Trust F3, F8
holding NAVN Class A Common Stock 793,986 29 Oct 2025 By the Sivan Cohen GST Trust F3, F9
holding NAVN Class A Common Stock 4,796 29 Oct 2025 By the Sivan Cohen Non-Exempt Trust F3, F10

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
holding NAVN Stock Option (Right to Buy) 29 Oct 2025 Class A Common Stock 1,594,753 $10.05 Direct F11, F12
holding NAVN Stock Option (Right to Buy) 29 Oct 2025 Class A Common Stock 1,663,664 $16.26 Direct F12, F13
holding NAVN Stock Option (Right to Buy) 29 Oct 2025 Class A Common Stock 527,140 $16.26 Direct F12, F13
holding NAVN Stock Option (Right to Buy) 29 Oct 2025 Class A Common Stock 1,250,445 $22.62 Direct F12, F14
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Represents restricted stock units ("RSUs"), each of which represents a contingent right to receive one share of Issuer's Class A Common Stock. Immediately following the completion of the Issuer's initial public offering of Class A Common Stock ("IPO"), at the election of the Reporting Person, each share of Class A Common Stock issued upon vesting and settlement of RSUs may be exchanged at a 1:1 ratio for a share of Class B Common Stock.
F2 Represents RSUs that are subject to a time-based service condition and a performance-based condition, both of which must be satisfied to vest. The time-based service condition will be satisfied with respect to 25% of the total number of such RSUs on the first anniversary of the vesting commencement date, and an additional 1/16th of the total number of such RSUs vest every quarter thereafter, subject to Reporting Peron's continued service through each applicable vesting date. The performance-based condition was satisfied upon a liquidity event which occurred upon the effectiveness of Issuer's registration statement on Form S-1 in connection with the IPO.
F3 Upon the completion of the IPO, each share of Class A Common Stock shall be exchanged at a 1:1 ratio for shares of Class B Common Stock.
F4 The shares are held of record by the Ariel Mordechai Cohen Living Trust, dated 8/22/2024, for which the Reporting Person is the trustee.
F5 The shares are held of record by the Lihi Cohen GST Trust dated February 15, 2020, for which Reporting Person may be deemed to have voting and investment power.
F6 The shares are held of record by the Lihi Cohen Non-Exempt Trust dated May 14, 2022, for which Reporting Person may be deemed to have voting and investment power.
F7 The shares are held of record by the Shai Cohen GST Trust dated February 15, 2020, for which Reporting Person may be deemed to have voting and investment power.
F8 The shares are held of record by the Shai Cohen Non-Exempt Trust dated May 14, 2022, for which Reporting Person may be deemed to have voting and investment power.
F9 The shares are held of record by the Sivan Cohen GST Trust dated February 15, 2020, for which Reporting Person may be deemed to have voting and investment power.
F10 The shares are held of record by the Sivan Cohen Non-Exempt Trust dated May 14, 2022, for which Reporting Person may be deemed to have voting and investment power.
F11 The shares subject to the stock option are fully vested.
F12 Immediately following the completion of the IPO, at the election of the Reporting Person, each share of Class A Common Stock issued upon the exercise of the option may be exchanged at a 1:1 ratio for a share of Class B Common Stock.
F13 The shares subject to the stock option vests in 48 equal monthly installments beginning on the one-month anniversary of the vesting commencement date, subject to Reporting Person's continued service through each applicable vesting date.
F14 The shares subject to the stock option vests with respect to 25% of the shares subject to the stock option on the first anniversary of the vesting commencement date, and the remaining 75% of the shares subject to the stock option vest in equal monthly installments over the following three years, subject to Reporting Person's continued service through each applicable vesting date.