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^*

Cohen Ariel M.

(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	X	10% Owner
X	Officer (give title below)		Other (specify below)
	Chairperson and CEO

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)
Class A Common Stock⁽¹⁾	1,154,925⁽²⁾	D
Class A Common Stock⁽³⁾	3,999,089	I	By the Ariel Mordechai Cohen Living Trust⁽⁴⁾
Class A Common Stock⁽³⁾	793,986	I	By the Lihi Cohen GST Trust⁽⁵⁾
Class A Common Stock⁽³⁾	4,796	I	By the Lihi Cohen Non-Exempt Trust⁽⁶⁾
Class A Common Stock⁽³⁾	793,986	I	By the Shai Cohen GST Trust⁽⁷⁾
Class A Common Stock⁽³⁾	4,796	I	By the Shai Cohen Non-Exempt Trust⁽⁸⁾
Class A Common Stock⁽³⁾	793,986	I	By the Sivan Cohen GST Trust⁽⁹⁾
Class A Common Stock⁽³⁾	4,796	I	By the Sivan Cohen Non-Exempt Trust⁽¹⁰⁾

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)
Stock Option (Right to Buy)	⁽¹¹⁾	03/17/2031	Class A Common Stock⁽¹²⁾	1,594,753	$10.05	D
Stock Option (Right to Buy)	⁽¹³⁾	04/13/2032	Class A Common Stock⁽¹²⁾	1,663,664	$16.26	D
Stock Option (Right to Buy)	⁽¹³⁾	04/12/2033	Class A Common Stock⁽¹²⁾	527,140	$16.26	D
Stock Option (Right to Buy)	⁽¹⁴⁾	04/23/2035	Class A Common Stock⁽¹²⁾	1,250,445	$22.62	D

Explanation of Responses:

1. 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.

2. Represents 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 with respect 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 vest every quarter thereafter, subject to Reporting Peron's continued service through each applicable 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.

3. 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.

4. The shares are held of record by the Ariel Mordechai Cohen Living Trust, dated 8/22/2024, for which the Reporting Person is the trustee.

5. The shares are held of record by the Lihi Cohen GST Trust dated February 15, 2020, for which Reporting Person may be deemed to have voting and investment power.

6. The shares are held of record by the Lihi Cohen Non-Exempt Trust dated May 14, 2022, for which Reporting Person may be deemed to have voting and investment power.

7. The shares are held of record by the Shai Cohen GST Trust dated February 15, 2020, for which Reporting Person may be deemed to have voting and investment power.

8. The shares are held of record by the Shai Cohen Non-Exempt Trust dated May 14, 2022, for which Reporting Person may be deemed to have voting and investment power.

9. The shares are held of record by the Sivan Cohen GST Trust dated February 15, 2020, for which Reporting Person may be deemed to have voting and investment power.

10. The shares are held of record by the Sivan Cohen Non-Exempt Trust dated May 14, 2022, for which Reporting Person may be deemed to have voting and investment power.

11. The shares subject to the stock option are fully vested.

12. 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.

13. 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.

14. 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.

	/s/ Howard Baik, Attorney-in-Fact	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.