Navan Inc.

11/04/2025 | Press release | Distributed by Public on 11/04/2025 16:12

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
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OMB Number: 3235-0287
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(Print or Type Responses)
1. Name and Address of Reporting Person *
Janmohamed Arif
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)
10/31/2025
(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 10/31/2025 C 4,478,486 A (1) 4,780,989 I By Lightspeed Opportunity Fund, L.P.(2)
Class A Common Stock 10/31/2025 C 587,965 A (1) 587,965 I By Lightspeed Strategic Partners I L.P.(3)
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
Series D Preferred Stock (1) 10/31/2025 C 7,287,940 (1) (1) Class A Common Stock 2,432,552 (1) 0 I By Lightspeed Opportunity Fund, L.P.(2)
Series E Preferred Stock (1) 10/31/2025 C 5,249,132 (1) (1) Class A Common Stock 1,759,626 (1) 0 I By Lightspeed Opportunity Fund, L.P.(2)
Series E Preferred Stock (1) 10/31/2025 C 1,148,606 (1) (1) Class A Common Stock 385,038 (1) 0 I By Lightspeed Strategic Partners I L.P.(3)
Series F Preferred Stock (1) 10/31/2025 C 649,200 (1) (1) Class A Common Stock 218,667 (1) 0 I By Lightspeed Opportunity Fund, L.P.(2)
Series G-1 Preferred Stock (1) 10/31/2025 C 200,273 (1) (1) Class A Common Stock 67,641 (1) 0 I By Lightspeed Opportunity Fund, L.P.(2)
Series G-1 Preferred Stock (1) 10/31/2025 C 600,821 (1) (1) Class A Common Stock 202,927 (1) 0 I By Lightspeed Strategic Partners I L.P.(3)

Reporting Owners

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

Signatures

/s/ Arif Janmohamed 11/04/2025
**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) Each share of Series D, Series E, Series F and Series G-1 Preferred Stock automatically converted into shares of Class A Common Stock immediately prior to the closing of the Issuer's initial public offering ("IPO") for no additional consideration at a conversion ratio that was dependent upon the initial price per share to the public in the Issuer's IPO.
(2) Shares are held by Lightspeed Opportunity Fund, L.P. ("Opportunity"). Lightspeed General Partner Opportunity Fund, L.P. ("LGP Opportunity") is the general partner of Opportunity. Lightspeed Ultimate General Partner Opportunity Fund, Ltd. ("LUGP Opportunity") is the general partner of LGP Opportunity. The Reporting Person is a director of LUGP Opportunity and shares voting and dispositive power with respect to the shares held by Opportunity. The Reporting Person disclaims beneficial ownership of these shares except to the extent of his pecuniary interest therein.
(3) Shares are held by Lightspeed Strategic Partners I L.P. ("Strategic"). Lightspeed Strategic Partners General Partner I L.P. ("LGP Strategic") is the general partner of Strategic. Lightspeed Strategic Partners Ultimate General Partner I L.L.C. ("LUGP Strategic") is the general partner of LGP Strategic. The Reporting Person is a manager of LUGP Strategic and shares voting and dispositive power with respect to the shares held by Strategic. The Reporting Person disclaims beneficial ownership of these shares except to the extent of his pecuniary interest 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 November 04, 2025, and is solely responsible for the information contained herein. Distributed via Edgar on November 04, 2025 at 22:12 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]