navn-20260508

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No. )


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o			Preliminary Proxy Statement
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x			Definitive Proxy Statement
o			Definitive Additional Materials
o			Soliciting Material under §240.14a-12

NAVAN, INC.

(Name of Registrant as Specified in Its Charter)

(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

Payment of Filing Fee (Check all boxes that apply):


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2026
Notice of Annual Meeting
and
Proxy Statement

Notice of Annual Meeting of Stockholders

MEETING DETAILS

Date

Thursday

June 25, 2026

Time

8:30 a.m.

Pacific Time

Location

Virtually by visiting

www.virtualshareholdermeeting.com/NAVN2026

Record date

Close of business on April 30, 2026 as the record date

Dear Stockholder:

We are pleased to invite you to attend the 2026 Annual Meeting of Stockholders (including any adjournments, continuations, or postponements thereof, the “Annual Meeting”) of Navan, Inc., a Delaware corporation (“Navan”) to be held virtually on June 25, 2026 at 8:30 a.m. Pacific Time. You may attend the Annual Meeting by visiting www.virtualshareholdermeeting.com/NAVN2026 and logging in with the 16-digit control number located on the Notice of Internet Availability of Proxy Materials you received via email. Once logged in, you will be able to listen to the meeting live, submit questions, and vote online.

The Annual Meeting will be held for the following purposes, which are more fully described in the accompanying materials:

PURPOSES


1			To elect the three Class I director nominees named in the accompanying proxy statement (the “Proxy Statement”) to hold office until the 2029 Annual Meeting of Stockholders and until their successors are duly elected and qualified, or until their earlier death, resignation or removal;
2			To ratify the appointment by the Audit Committee of the Board of Directors of Navan of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the fiscal year ending January 31, 2027; and
3			To conduct any other business properly brought before the Annual Meeting.

Our Board of Directors has fixed the close of business on April 30, 2026 as the record date for the Annual Meeting. Only stockholders of record at the close of business on April 30, 2026 and their proxy holders are entitled to vote at the Annual Meeting. A complete list of stockholders of record will be available for examination at our headquarters at 3045 Park Boulevard, Palo Alto, California 94306, by any stockholder for any purpose germane to the Annual Meeting for a period of ten days ending on the day before the Annual Meeting date, inclusive. If you would like to view the list, please email us at corporate@navan.com.



			Important Notice Regarding the Availability of Proxy Materials for the Stockholder Meeting to be Held on June 25, 2026 at 8:30 a.m. Pacific Time at www.virtualshareholdermeeting.com/NAVN2026

The Notice of Annual Meeting, Proxy Statement, and Navan’s Fiscal 2026 Annual Report (the "Annual Report"), are available electronically at www.proxyvote.com. These proxy materials are first being made available to stockholders on or about May 12, 2026.

By Order of the Board of Directors,

/s/ Ariel Cohen

Ariel Cohen

Chief Executive Officer and Chairperson

Palo Alto, California

May 12, 2026

You are cordially invited to attend the Annual Meeting online. Whether or not you expect to attend the Annual Meeting, please vote over the telephone or the internet as instructed in these materials, or, if you receive a paper proxy card by mail, by completing and returning the proxy mailed to you, as promptly as possible in order to ensure your representation at the meeting. Even if you have voted by proxy, you may still vote online if you attend the Annual Meeting.

Table of Contents


Proxy Statement			1

Questions and Answers			2

Information Regarding Our Board o f Directors a nd Corporate Governance			8

Proposal 1: Election o f Directors			20

Proposal 2: Ratification o f Appointment o f Independent Registered Public Accounting Firm			21

Report o f t he Audit Committee o f t he Board o f Directors			23

Information Regarding Our Executive Officers			24

Executive Compensation			25

Non-Employee Director Compensation			35

Security Ownership o f Certain Beneficial Owners a nd Management a nd Related Stockholder Matters			38

Certain Relationships a nd Related Person Transactions			42

Other Information f or Stockholders			44

Other Matters			45


Proposals
1			To elect the Board’s three Class I director nominees, Ariel Cohen, Ben Horowitz, and Michael Kourey, to serve until the 2029 Annual Meeting of Stockholders and until their successors are duly elected and qualified, or until their earlier death, resignation or removal; and
2			To ratify the appointment by the Audit Committee of the Board of PricewaterhouseCoopers LLP (“PwC”) as the Company’s independent registered public accounting firm for the fiscal year ending January 31, 2027.


FOR			the election of each of the Class I director nominees named in this Proxy Statement; and
FOR			the ratification of the appointment by the Audit Committee of the Board of PwC as our independent registered public accounting firm for the fiscal year ending January 31, 2027


Directors with Terms Expiring at the Annual Meeting/Nominees	Age	Independent	Current Term Expires	Expiration of Term For Which Nominated	Position

Class I Directors(1)
Ariel Cohen	50		2026	2029	Chief Executive Officer and Chairperson of our Board of Directors
Ben Horowitz(3)*	59	P	2026	2029	Director
Michael Kourey(2)(3)	66	P	2026	2029	Director
Class II Directors(1)
Arif Janmohamed(4)	50	P	2027	—	Director
Ilan Twig	52		2027	—	Director and Chief Technology Officer
Anré Williams(4)	60	P	2027	—	Director
Class III Directors(1)
Clara Liang(3)(4)	46	P	2028	—	Director
Sandesh Patnam(2)	52	P	2028	—	Director
Shai Weiss(2)	58	P	2028	—	Director
Oren Zeev(2)	61	P	2028	—	Director


Ariel Cohen	Chief Executive Officer and Chairperson of our Board of Directors \| Age: 50 Director Since: 2015 Ariel Cohen is our co-founder and has served as our Chief Executive Officer and as a member of our Board of Directors since our inception in February 2015 and as chairperson of our board of directors since September 2022. Mr. Cohen previously served as our President from February 2015 to March 2025. Prior to our founding, Mr. Cohen served as Vice President, Product Management at Jive Software, Inc. (“Jive Software”), a provider of social business software, from 2013 to 2015, following the acquisition by Jive Software of StreamOnce, Inc., a business multimedia integration platform, where he served as co-founder and Chief Executive Officer from 2012 to 2013. From 2010 to 2012, Mr. Cohen served as Senior Director, Product Management at Jive Software. Prior to Jive Software, Mr. Cohen served in various senior roles at HP Inc. (formerly Hewlett-Packard Company), a multinational information technology company, from 2006 to 2010. Mr. Cohen served on the board of directors of Lyft, Inc. (“Lyft”), a publicly traded ridesharing company, from March 2021 to May 2025. Mr. Cohen holds a B.A. in Economics from the College of Management Academic Studies and an Executive M.B.A. from Northwestern University, Kellogg School of Management.


		Mr. Cohen was selected to serve on our Board of Directors because of the historical knowledge, operational expertise, leadership, culture management, and continuity that he brings as our co-founder, former President, and Chief Executive Officer.


Ben Horowitz	Director \| Age: 59 \| Director Since: 2018 Ben Horowitz is a co-founder and has served as a General Partner of Andreessen Horowitz, a venture capital firm, since July 2009. Prior to Andreessen Horowitz, Mr. Horowitz served as a Vice President and General Manager of HP Inc. (formerly Hewlett-Packard Company), a multinational information technology company, from 2007 to 2008. Prior to HP, Mr. Horowitz served as co-founder, President, and Chief Executive Officer of Opsware, Inc., a computer software company, from 1999 to 2007. Mr. Horowitz served on the boards of directors of public companies such as Okta, Inc. (“Okta”), a publicly traded software company, from February 2010 to June 2025 and Lyft from June 2016 to June 2020. In addition, Mr. Horowitz serves on the boards of directors of several private companies. Mr. Horowitz holds a B.A. in Computer Science from Columbia University and an M.S. in Computer Science from the University of California, Los Angeles.


		Mr. Horowitz was selected to serve on our Board of Directors because of his extensive experience in the venture capital industry, his knowledge of technology companies, and his service on other privately and publicly held companies.


Michael Kourey	Director \| Age: 66 \| Director Since: 2024 Michael Kourey has served on the board of directors of Dialpad, Inc. (“Dialpad”), an AI-driven communications intelligence company, since February 2024, and previously served as the Chief Financial Officer of Dialpad from September 2021 to February 2025. Prior to Dialpad, Mr. Kourey served as Chief Financial Officer of Okta from March to May 2021. Prior to Okta, Mr. Kourey served as Chief Financial Officer of Vlocity, Inc. (“Vlocity”) (acquired by Salesforce), a provider of industry-specific cloud and mobile software, from 2019 to 2020. Prior to Vlocity, Mr. Kourey served as Chief Financial Officer and an Executive Vice President of Medallia, Inc. (“Medallia”), a cloud-based customer experience management company, from 2015 to 2018. Prior to Medallia, Mr. Kourey served as a Partner at Khosla Ventures, a venture capital firm, from 2013 to 2015, and previously served as Operating Partner at Khosla Ventures from 2012 to 2013. Prior to Khosla Ventures, Mr. Kourey served in a variety of roles, including as Chief Financial Officer at Polycom, Inc. (“Polycom”), a publicly traded communications solutions company, from 1991 to 2012. Mr. Kourey has served on the boards of directors of various public companies, including Okta, RingCentral, Inc., a cloud-based communications company, Aruba Networks, Inc., a security and networking company acquired by Hewlett-Packard Company, Riverbed Technology LLC, an information technology solutions company, Polycom, and WatchGuard Technologies, Inc., a cybersecurity company. Since July 2025, Mr. Kourey has served on the board of directors of Cribl, Inc. (“Cribl”), a data observability company, and he currently serves as the chair of Cribl’s audit committee. Mr. Kourey also currently serves on the boards of directors of several other private companies. Mr. Kourey holds a B.S. in Agricultural and Managerial Economics from the University of California, Davis and an M.B.A. from the Santa Clara University Leavey School of Business.


		Mr. Kourey was selected to serve on our Board of Directors because of his extensive experience as a public company financial officer and his service on the boards of other privately and publicly held companies.


Arif Janmohamed	Director \| Age: 50 \| Director Since: 2017 Arif Janmohamed has served as a Partner at Lightspeed Venture Partners (“Lightspeed”), a venture capital firm since 2008. Prior to joining Lightspeed, Mr. Janmohamed held roles at various technology companies, including Cisco Systems, Inc., a technology solutions company, from 2006 to 2008. Mr. Janmohamed holds a B.Sc. in Computer Engineering from University of Waterloo, Canada and an M.B.A. in Finance from the Wharton School at the University of Pennsylvania.


		Mr. Janmohamed was selected to serve on our Board of Directors because of his leadership and business experience, technical knowledge, and his deep understanding of our business and industry as an early investor.


Ilan Twig	Director and Chief Technology Officer \| Age: 52 \| Director Since: 2015 Ilan Twig is our co-founder and has served as our Chief Technology Officer and as a member of our Board of Directors since our inception in February 2015. Prior to our founding, Mr. Twig served as an Executive Vice President, Engineering at Jive Software during 2015 and a Vice President, Engineering from 2013 to 2014, following the acquisition by Jive Software of StreamOnce, Inc., a business multimedia integration platform, where he served as co-founder and Chief Technology Officer from 2012 to 2013. Prior to Jive Software, Mr. Twig served as the Head of Engineering at RockMelt, Inc., a social media web browsing service, from 2010 to 2012. Mr. Twig holds a B.Sc. in Computer Science from the Academic College of Tel-Aviv, Yaffo.


		Mr. Twig was selected to serve on our Board of Directors because of his deep technical understanding of our platform and business and the continuity that he brings to our board of directors as co-founder and Chief Technology Officer.


Anré Williams	Director \| Age: 60 \| Director Since: 2025 Anré Williams most recently served as Senior Executive Advisor of American Express Company (“American Express”), a publicly traded financial services corporation, from February 2025 until November 2026. He also served on the Executive Committee of American Express from 2018 until 2026, and as Chief Executive Officer of American Express National Bank (“AENB”), an online bank and subsidiary of American Express, from April 2021 to January 2025. In that role, he was responsible for over 60 percent of the company’s total revenues. Prior to AENB, Mr. Williams served as Group President, Enterprise Services, of American Express from April 2021 to February 2025 and served as the Group President of Global Merchant & Network Services at American Express from February 2018 to April 2021. Mr. Williams served in a number of leadership and professional roles at American Express from 1990 to 2018. Mr. Williams has served on the boards of directors of publicly traded companies such as Infinite Acquisition Corp, a special-purpose acquisition company, from November 2021 to August 2023, Illinois Tool Works Inc., a manufacturing company, from August 2010 to May 2023, and Joseph T. Ryerson & Son, Inc., a metal processing and distribution company, from 2004 to 2007. Mr. Williams holds a B.A. in Economics from Stanford University and an M.B.A. from the Wharton School of the University of Pennsylvania.


		Mr. Williams was selected to serve on our Board of Directors because of his extensive public company leadership experience and his service on the boards of other publicly held companies.


Clara Liang	Director \| Age: 46 \| Director Since: 2022 Clara Liang has served as Head of Global Strategic Operations at Stripe, Inc. (“Stripe”), a financial services company, since February 2024, and previously served as a Business Lead at Stripe from January 2022 to February 2024. Prior to Stripe, Ms. Liang served as a Vice President and General Manager and in other product director roles at Airbnb, Inc. (“Airbnb”), an online travel marketplace, from July 2016 to January 2022. Prior to Airbnb, Ms. Liang served as Chief Product Officer at Jive Software from 2012 to 2015. Prior to Jive Software, Ms. Liang served in a number of technology and professional services roles at International Business Machines Corporation, a technology and consulting company, from 2001 to 2011. Ms. Liang has served on the board of directors of SoFi Technologies, Inc., a publicly traded financial services company, since October 2019. Ms. Liang holds a B.Sc. in Symbolic Systems from Stanford University and an M.S. in Technology Commercialization from the University of Texas at Austin.


		Ms. Liang was selected to serve on our Board of Directors because of her experience leading and scaling global technology companies.


Sandesh Patnam	Director \| Age: 52 \| Director Since: 2022 Sandesh Patnam has served as the U.S. Managing Partner at Premji Invest, a growth equity firm, since March 2014. Prior to Premji Invest, Mr. Patnam served as a General Partner at DFJ Growth, a venture capital firm, from October 2020 to October 2021. Prior to DFJ Growth, Mr. Patnam served as an Investment Officer and Senior Equity Analyst at Seligman Technology Group at Columbia Management Investment Advisers LLC (“Seligman”), an investment company, from 2010 to 2014. Prior to Seligman, Mr. Patnam served as the General Partner at Bay Partners LLC, a venture capital firm, from 2005 to 2010. Mr. Patnam serves on the boards of directors of several private companies and served on the board of directors of Anaplan, Inc., a publicly traded software company, from 2016 to 2022. Mr. Patnam holds a B.S. in Electrical Engineering from the University of Rochester and an M.B.A. in Finance from the Wharton School of the University of Pennsylvania.


		Mr. Patnam was selected to serve on our Board of Directors because of his business and venture capital expertise and his service on the boards of other privately and publicly held companies.


Shai Weiss	Director \| Age: 58 \| Director Since: 2026 Shai Weiss served as the Chief Executive Officer of Virgin Atlantic Limited (“Virgin Atlantic”) January 2019 to December 2025, and he was an Executive Director of its board from 2014 until December 2025. Mr. Weiss served as Virgin Atlantic’s Chief Commercial Officer from 2017 to 2018 and Executive Vice President and Chief Financial Officer from 2014 to 2017. Prior to Virgin Atlantic, Mr. Weiss served as an Investment Partner of Virgin Management Limited from 2012 to 2014. His career with the Virgin Group began in 2006 as a Founding Partner of Virgin Green Fund. Previously, Mr. Weiss held several senior management positions at NTL:Telewest (now Virgin Media O2). Mr. Weiss previously served on the board of Check Point Software Technologies Ltd., a publicly traded cybersecurity company, from November 2018 to September 2025 and served on the UK Prime Minister’s Business Council in 2022. Mr. Weiss holds a B.B.A from Baruch College and an M.B.A. from Columbia Business School.


		Mr. Weiss was selected to serve on our Board of Directors because of his executive leadership and board experience and his extensive background in the travel, technology, and financial sectors.


Oren Zeev	Director \| Age: 61 \| Director Since: 2015 Oren Zeev has served as the Sole General Partner of Zeev Ventures, a venture capital firm, since 2015. Between 2008 and 2015, Mr. Zeev invested his own capital in private technology companies. Prior to that, Mr. Zeev served as a General Partner at Apax Partners, a venture capital firm, from 1995 to 2007. Mr. Zeev currently serves as a member of the boards of directors of various private technology companies. Mr. Zeev previously served on the board of Chegg, Inc., an education technology company, from 2008 to 2013 and Audible, Inc., an online audiobook company, from 2003 to 2008. Mr. Zeev holds a B.Sc. in Electrical Engineering from Technion, Israel Institute of Technology and an M.B.A. from INSEAD.


		Mr. Zeev was selected to serve as a member of our Board of Directors because of his extensive experience in the venture capital industry and his knowledge of technology companies and our industry.



			Our Board of Directors Recommends a vote “FOR” the election of each of Ariel Cohen, Ben Horowitz, and Michael Kourey as a Class I Director.


	Fiscal Year Ended January 31,
	2026 ($)	2025 ($)

Audit Fees(1)	7,642,571	1,671,768
Audit-Related Fees(2)	9,783	8,949
Tax Fees(3)	223,446	155,398
All Other Fees(4)	2,000	2,000
Total Fees	7,877,800	1,838,115


Name	Age	Position(s)

Ariel Cohen	50	Chairperson of our Board of Directors and Chief Executive Officer
Ilan Twig	52	Director and Chief Technology Officer
Aurélien Nolf	46	Chief Financial Officer
Michael Sindicich	34	President


Aurélien Nolf	Chief Financial Officer \| Age: 46 \| Officer Since: 2026 Aurélien Nolf has served as our Chief Financial Officer since March 2026. Prior to joining us, Mr. Nolf served as VP, Head of Financial Planning & Analysis (“FP&A”) and Investor Relations at Lyft since November 2022. Prior to Lyft, Mr. Nolf spent more than 15 years in various finance leadership roles at Electronic Arts Inc., a public video gaming company, including as the Senior Director of FP&A from April 2017 to November 2021 and the Vice President of FP&A from November 2021 to November 2022. Mr. Nolf began his career in the public accounting and audit practice at PwC in Lyon, France.


		Mr. Nolf holds a Master’s degree in Corporate Law from the University of Lyon, as well as a Master in Management with a specialization in Finance from Emlyon Lyon Business School. He also holds a French DESCF (graduate-level accounting and finance qualification).


Michael Sindicich	President \| Age: 34 \| Officer Since: 2019 Michael Sindicich has served as our President since March 2025. Mr. Sindicich previously served as our Chief Executive Officer of Navan Expense from April 2023 to March 2025 and as our Executive Vice President and General Manager of Navan Expense from December 2019 to April 2023. Mr. Sindicich joined Navan as a Senior Account Executive in April 2016 and held several senior sales roles with us before leading Navan Expense. Mr. Sindicich holds a B.S. in Psychobiology from the University of California, Los Angeles.


		Mr. Sindicich holds a B.S. in Psychobiology from the University of California, Los Angeles.


Name and Principal Position	Year	Salary ($)	Bonus ($)(1)	Stock awards ($)(2)	Option awards ($)(3)	Non-Equity Incentive Plan Compensation ($)(4)	All Other Compensation ($)(5)	Total ($)

Ariel Cohen Chief Executive Officer and Director	2026	1,002,308	—	—	16,866,338	360,000	—	18,228,646
	2025	817,702	—	—	812,921	—	—	1,630,623
Ilan Twig(6) Chief Technology Officer and Director	2026	744,457	—	—	8,575,695	270,000	—	9,590,152
	2025	560,513	—	—	900,087	—	—	1,460,600
Anne Giviskos(7) Former Interim Chief Financial Officer	2026	500,000	350,000	—	770,240	—	53,313	1,673,553

Amy Butte(7) Former Chief Financial Officer	2026	600,000	—	4,338,228	12,966,303	200,000	4,565,890	22,670,421


			Option Awards(1)			Stock Awards
Name	Vesting Commencement Date	Grant Date	Number of securities underlying unexercised options (#) exercisable	Number of securities underlying unexercised options (#) unexercisable	Option exercise price(2) ($)	Option expiration date	Number of shares or units of stock that have not vested (#)	Market value of shares or units of stock that have not vested ($)(3)

Ariel Cohen	2/1/2021	3/18/2021(4)(5)	1,594,752	—	10.05	3/17/2031	—	—
	2/1/2023	4/14/2022(4)(6)	1,131,930	531,732	16.26	4/13/2032	—	—
	2/1/2023	4/13/2023(4)(6)(7)	358,660	168,484	16.26	4/12/2033	—	—
	1/1/2025	4/24/2025(8)	312,612	937,832	22.62	4/23/2035	—	—
	3/20/2025	4/24/2025(9)	—	—	—	—	1,154,925	13,258,539
Ilan Twig	2/1/2021	3/18/2021(5)	2,072,340	—	10.05	3/17/2031	—	—
	2/1/2023	1/17/2023(6)(7)	666,666	—	16.26	1/16/2033	—	—
	2/1/2023	4/13/2023(6)(7)	200,853	—	16.26	4/12/2033	—	—
	1/1/2025	4/24/2025(8)	63,580	190,735	22.62	4/23/2035	—	—
	1/1/2025	4/24/2025(8)	95,369	286,104	22.62	4/23/2035	—	—
	3/20/2025	4/24/2025(9)	—	—	—	—	234,889	2,696,526
	3/20/2025	4/24/2025(9)	—	—	—	—	352,333	4,044,783
Anne Giviskos	8/15/2024	6/30/2024(10)	—	—	—	—	62,500	717,500
	4/1/2025	7/7/2025(11)	—	53,078	23.31	7/6/2035	—	—
	6/20/2025	8/21/2025(12)	—	—	—	—	20,032	229,967
Amy Butte	8/15/2024	6/30/2024(13)	—	—	—	—	596,320	6,845,754
	10/29/2025	10/29/2025(14)	—	657,259	25.00	10/29/2035	—	—


Plan Category	Number of securities to be issued upon exercise of outstanding options, warrants and rights (a)(1) (#)	Weighted-average exercise price of outstanding options, warrants and rights (b)(2) ($)	Number of securities remaining available for issuance under equity compensation plans (excluding securities reflected in column (a)) (c)(3) (#)

Equity compensation plans approved by security holders(4)	48,594,686	13.91	42,811,841
Equity compensation plans not approved by security holders	—	—	—
Total	48,594,686	13.91	42,811,841


Director	Fees earned or paid in cash ($)	Stock awards ($)(1)(2)	Total ($)

Ben Horowitz	19,375	—	19,375
Arif Janmohamed(3)	—	—	—
Clara Liang	12,917	—	12,917
Michael Kourey	18,083	—	18,083
Sandesh Patnam	11,625	—	11,625
Shai Weiss(4)	500	450,008	450,508
Anré Williams	12,142	—	12,142
Oren Zeev	11,625	—	11,625


Director	Number of RSUs Outstanding as of January 31, 2026	Number of Shares Underlying Outstanding Options as of January 31, 2026

Ben Horowitz	—	—
Arif Janmohamed	—	—
Clara Liang	—	73,332
Michael Kourey	167,266	—
Sandesh Patnam	—	—


	Class A Common Stock		Class B Common Stock		% of Total Voting Power†
Beneficial Owner	Shares	%	Shares	%

Named Executive Officers and Directors
Ariel Cohen(1)	6,089,067	2.5	11,560,111	54.0	39.5
Ilan Twig(2)	3,086,852	1.3	12,920,326	70.3	49.2
Anne Giviskos(3)	128,018	*	—	—	*
Amy Butte(4)	1,393,508	*	—	—	*
Ben Horowitz(5)	27,195,364	11.5	—	—	3.9
Arif Janmohamed(6)	49,921,454	21.2	—	—	7.2
Michael Kourey(7)	91,234	*	—	—	*
Clara Liang(8)	67,776	*	—	—	*
Sandesh Patnam(9)	8,615,209	3.7	—	—	1.2
Shai Weiss	—	—	—	—	—

SEC Form DEF 14A filed by Navan Inc.