| Item 1. | |
| (a) | Name of issuer:
NAVAN, INC. |
| (b) | Address of issuer's principal executive offices:
3045 Park Boulevard, Palo Alto, CA, 94306. |
| Item 2. | |
| (a) | Name of person filing:
The names of the persons filing this report (collectively, the "Reporting Persons") are:
Lightspeed Venture Partners X, L.P. ("Lightspeed X")
Lightspeed Affiliates X, L.P. ("Lightspeed Affiliates X")
Lightspeed General Partner X, L.P. ("LGP X")
Lightspeed Ultimate General Partner X, Ltd. ("LUGP X")
Lightspeed Opportunity Fund, L.P. ("Opportunity")
Lightspeed General Partner Opportunity Fund, L.P. ("LGP Opportunity")
Lightspeed Ultimate General Partner Opportunity Fund, Ltd. ("LUGP Opportunity")
Lightspeed Strategic Partners I L.P. ("Strategic")
Lightspeed Strategic Partners General Partner I L.P. ("LGP Strategic")
Lightspeed Strategic Partners Ultimate General Partner I L.L.C. ("LUGP Strategic")
Lightspeed Venture Partners Select II, L.P. ("Lightspeed Select II")
Lightspeed General Partner Select II, L.P. ("LGP Select II")
Lightspeed Ultimate General Partner Select II, Ltd. ("LUGP Select II")
Lightspeed Venture Partners Select III, L.P. ("Lightspeed Select III")
Lightspeed General Partner Select III, L.P. ("LGP Select III")
Lightspeed Ultimate General Partner Select III, Ltd. ("LUGP Select III")
The Reporting Persons expressly disclaim status as a "group" for purposes of this Schedule 13G. |
| (b) | Address or principal business office or, if none, residence:
c/o Lightspeed Venture Partners
2200 Sand Hill Road
Menlo Park, CA 94025
|
| (c) | Citizenship:
Lightspeed X Cayman Islands
Lightspeed Affiliates X Cayman Islands
LGP X Cayman Islands
LUGP X Cayman Islands
Opportunity Cayman Islands
LGP Opportunity Cayman Islands
LUGP Opportunity Cayman Islands
Strategic Cayman Islands
LGP Strategic Cayman Islands
LUGP Strategic Cayman Islands
Lightspeed Select II Cayman Islands
LGP Select II Cayman Islands
LUGP Select II Cayman Islands
Lightspeed Select III Cayman Islands
LGP Select III Cayman Islands
LUGP Select III Cayman Islands
|
| (d) | Title of class of securities:
Class A Common Stock, par value $0.00000625 per share |
| (e) | CUSIP No.:
639193101 |
| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: |
| (a) |  Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
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| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
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| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
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| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
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| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
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| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
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| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
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| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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| (i) | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
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| (j) | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
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| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
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| | |
| Item 4. | Ownership |
| (a) | Amount beneficially owned:
Row 9 of each Reporting Person's cover page to this Schedule 13G sets forth the aggregate number of shares of Class A common stock of the Issuer beneficially owned by such Reporting Person as of December 31, 2025 and is incorporated by reference.
The Reporting Persons' ownership of the Issuer's securities includes (i) 23,365,502 shares of Class A common stock directly held by Lightspeed X; (ii) 192,885 shares of Class A common stock directly held by Affiliates X; (iii) 4,780,989 shares of Class A common stock directly held by Opportunity; (iv) 587,965 shares of Class A common stock directly held by Strategic; (v) 14,859,595 shares of Class A common stock directly held by Lightspeed Select II; and (vi) 6,134,518 shares of Class A common stock directly held by Lightspeed Select III. Collectively, the Reporting Persons beneficially own an aggregate of 49,921,454 shares of Class A common stock.
LUGP X serves as the sole general partner of LGP X, which serves as the sole general partner of each of Lightspeed X and Affiliates X. LUGP Opportunity serves as the sole general partner of LGP Opportunity, which serves as the sole general partner of Opportunity. LUGP Strategic serves as the sole general partner of LGP Strategic, which serves as the sole general partner of Strategic. LUGP Select II serves as the sole general partner of LGP Select II, which serves as the sole general partner of Lightspeed Select II. LUGP Select III serves as the sole general partner of LGP Select III, which serves as the sole general partner of Lightspeed Select III.
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| (b) | Percent of class:
Row 11 of each Reporting Person's cover page to this Schedule 13G sets forth the percentages of the shares of Class A common stock of the Issuer beneficially owned by such Reporting Person as of December 31, 2025 and is incorporated by reference. Collectively, the Reporting Persons beneficially own 21.4% of the common stock of the Issuer. The foregoing percentages are based upon 233,339,369 shares of Class A common stock outstanding as of December 8, 2025, as reported in the Issuer's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission (the "SEC") on December 15, 2025.
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| (c) | Number of shares as to which the person has:
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| | (i) Sole power to vote or to direct the vote:
Row 5 of each Reporting Person's cover page to this Schedule 13G sets forth the sole power to vote or to direct the vote of securities of the Issuer beneficially owned by such Reporting Person as of December 31, 2025 and is incorporated by reference.
|
| | (ii) Shared power to vote or to direct the vote:
Row 6 of each Reporting Person's cover page to this Schedule 13G sets forth the shared power to vote or to direct the vote of securities of the Issuer beneficially owned by such Reporting Person as of December 31, 2025 and is incorporated by reference.
|
| | (iii) Sole power to dispose or to direct the disposition of:
Row 7 of each Reporting Person's cover page to this Schedule 13G sets forth the sole power to dispose or to direct the disposition of securities of the Issuer beneficially owned by such Reporting Person as of December 31, 2025 and is incorporated by reference.
|
| | (iv) Shared power to dispose or to direct the disposition of:
Row 8 of each Reporting Person's cover page to this Schedule 13G sets forth the shared power to dispose or to direct the disposition of securities of the Issuer beneficially owned by such Reporting Person as of December 31, 2025 and is incorporated by reference.
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| Item 5. | Ownership of 5 Percent or Less of a Class. |
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Not Applicable
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| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. |
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Not Applicable
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| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. |
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Not Applicable
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| Item 8. | Identification and Classification of Members of the Group. |
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Not Applicable
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| Item 9. | Notice of Dissolution of Group. |
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Not Applicable
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Rule 13d-1(d)