SEC FORM 3

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SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF 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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1. Name and Address of Reporting Person^*

Kaveripatnam Sandesh

(Last)

(First)

(Middle)

C/O NAVAN, INC.

3045 PARK BOULEVARD

(Street)

PALO ALTO

94306

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
10/29/2025

3. Issuer Name and Ticker or Trading Symbol
Navan, Inc. [ NAVN ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

5. If Amendment, Date of 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

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Series G Preferred Stock	⁽¹⁾	⁽¹⁾	Class A Common Stock	2,705,707	⁽¹⁾	I	By PI Opportunities Fund II⁽²⁾
Simple Agreement for Future Equity	⁽³⁾	⁽³⁾	Class A Common Stock	5,089,572	⁽³⁾	I	By Napean Trading and Investment Company (Singapore) PTE. LTC.⁽⁴⁾
Simple Agreement for Future Equity	⁽⁵⁾	⁽⁵⁾	Class A Common Stock	30,537	⁽⁵⁾	D
Warrant (Right to Buy)	⁽⁶⁾	⁽⁶⁾	Class A Common Stock	784,685	$0.03	I	By Napean Trading and Investment Company (Singapore) PTE. LTC.⁽⁴⁾
Warrant (Right to Buy)	⁽⁶⁾	⁽⁶⁾	Class A Common Stock	4,708	$0.03	D

Explanation of Responses:

1. The Series G Preferred Stock is convertible into Class A Common Stock on a ratio dependent on the public offering price of the Class A Common Stock in the Issuer's initial public offering (the "IPO") and has no expiration date. Upon the closing of the IPO, all shares of Series G Preferred Stock will be converted into shares of Class A Common Stock of the Issuer.

2. These securities are held by PI Opportunities Fund II ("PI Fund II"), a fund within the Premji Invest Group ("PI"). The Reporting Person is employed by PI International Holdings LLC, an entity within PI, and is a managing partner within PI. The Reporting Person disclaims beneficial ownership of the securities held by PI Fund II except to the extent of his pecuniary interest, if any, therein.

3. This Simple Agreement for Future Equity in the principal amount of $100,000,000, plus accrued interest thereon in the aggregate amount of $8,153,424.66, will automatically convert into shares of Class A Common Stock at $21.25 per share upon the closing of the IPO and has no expiration date.

4. These securities are held by Napean Trading and Investment Company (Singapore) Pte Ltd ("Napean Singapore"), an entity within PI. The Reporting Person is employed by PI International Holdings LLC, an entity within PI, and is a managing partner within PI. The Reporting Person disclaims beneficial ownership of the securities held by Napean Singapore except to the extent of his pecuniary interest, if any, therein.

5. This Simple Agreement for Future Equity in the principal amount of $600,000, plus accrued interest thereon in the aggregate amount of $48,920.55, will automatically convert into shares of Class A Common Stock at $21.25 per share upon the closing of the IPO and has no expiration date.

6. The holder of these warrants has irrevocably committed to exercise the warrants upon the closing of the IPO.

	/s/ Sandesh Patnam	10/29/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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 Number.