Material Agreement, Amendments to Bylaws (Form 8-K)

Item 1.01 Entry into a Material Definitive Agreement

Exchange Agreement

On October 29, 2025, in connection with its initial public offering (the "IPO"), Navan, Inc. (the "Company") entered into an exchange agreement (the "Exchange Agreement") with Ariel Cohen and Ilan Twig (each, a "Co-Founder," and together, the "Co-Founders") and certain entities affiliated with the Founders. The Exchange Agreement provides for the exchange of shares of Class A common stock for shares of Class B common stock, effective immediately prior to the sale of the shares of the Company's Class A common stock in the IPO as part of the closing. The Exchange Agreement is attached hereto as Exhibit 10.1 and is incorporated herein by reference.

Equity Exchange Right Agreements

On October 29, 2025, in connection with the IPO, the Company entered into equity exchange right agreements (each an "Equity Exchange Right Agreement") with each of the Co-Founders. Each Equity Exchange Right Agreement requires the Company to exchange any shares of Class A common stock received upon the vesting and settlement of restricted stock units related to shares of Class A common stock or upon the exercise of stock options to purchase shares of Class A common stock for an equivalent number of shares of Class B common stock. The Equity Exchange Rights Agreements are attached hereto as Exhibits 10.2 and 10.3 and are incorporated herein by reference.

Item 5.03 Amendments to Articles of Incorporation or Bylaws

Amendment and Restatement of Certificate of Incorporation

On October 31, 2025, the Company filed an amended and restated certificate of incorporation (the "Restated Certificate") with the Secretary of State of the State of Delaware in connection with the closing of the IPO. The Company's board of directors (the "Board") and the Company's stockholders previously approved the Restated Certificate to be effective upon the closing of the IPO. The Restated Certificate is attached hereto as Exhibit 3.1 and is incorporated herein by reference.

Amendment and Restatement of Bylaws

On October 31, 2025, the Company's amended and restated bylaws (the "Restated Bylaws") became effective in connection with the closing of the IPO. The Board and the Company's stockholders previously approved the Restated Bylaws to be effective immediately prior to the closing of the IPO. The Restated Bylaws are attached hereto as Exhibit 3.2 and are incorporated herein by reference.

Please see the description of the Restated Certificate and the Restated Bylaws in the section titled "Description of Capital Stock" in the final prospectus pursuant to Rule 424(b) under the Securities Act of 1933, as amended, filed by the Company with the Securities and Exchange Commission on October 30, 2025, relating to the Company's Registration Statement on Form S-1, as amended (File No. 333-290396).