Ilan Ezra Twig - Oct 29, 2025 Form 3 Insider Report for Navan, Inc. (NAVN)

Role
Chief Technology Officer, Director, 10%+ Owner
Signature
/s/ Howard Baik, Attorney-in-Fact
Stock symbol
NAVN
Transactions as of
Oct 29, 2025
Transactions value $
$0
Form type
3
Date filed
10/29/2025, 09:27 PM
Next filing
Oct 31, 2025
SEC
View on sec.gov

Reporting Owners (1)

Name Relationship Address Signature Signature date CIK
Twig Ilan Ezra Chief Technology Officer, Director, 10%+ Owner C/O NAVAN, INC., 3045 PARK BOULEVARD, PALO ALTO /s/ Howard Baik, Attorney-in-Fact 2025-10-29 0002085105

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
holding NAVN Class A Common Stock 587K Oct 29, 2025 Direct F1, F2
holding NAVN Class A Common Stock 9.94M Oct 29, 2025 By The Ilan Twig Living Trust F3, F4
holding NAVN Class A Common Stock 128K Oct 29, 2025 By The Twig Irrevocable Gift Trust F3, F5
holding NAVN Class A Common Stock 767K Oct 29, 2025 By the Leeor Eli Twig GST Trust F3, F6

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) Oct 29, 2025 Class A Common Stock 2.07M $10.05 Direct F7, F8
holding NAVN Stock Option (Right to Buy) Oct 29, 2025 Class A Common Stock 667K $16.26 Direct F8, F9
holding NAVN Stock Option (Right to Buy) Oct 29, 2025 Class A Common Stock 201K $16.26 Direct F8, F9
holding NAVN Stock Option (Right to Buy) Oct 29, 2025 Class A Common Stock 254K $22.62 Direct F8, F10
holding NAVN Stock Option (Right to Buy) Oct 29, 2025 Class A Common Stock 381K $22.62 Direct F8, F10
* 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 Includes (i) 352,333 RSUs that are subject to a time-based service condition only, which will be satisfied as to 25% of such RSUs on the first anniversary of the vesting commencement date, and an additional 1/16th of the total number of such RSUs every quarter thereafter, subject to Reporting Person's continued service through each vesting date and (ii) 234,889 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 as 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 every quarter thereafter, subject to Reporting Person's continued service through each 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 Ilan Twig Living Trust, for which the Reporting Person is the trustee.
F5 The shares are held of record by The Twig Irrevocable Gift Trust, for which the Reporting Person may be deemed to have voting and investment power.
F6 The shares are held of record by the Leeor Eli Twig GST Trust, for which the Reporting Person may be deemed to have voting and investment power.
F7 The shares subject to the stock option are fully vested.
F8 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.
F9 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.
F10 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.