UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549



FORM 10-Q

(Mark One)

☒			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
			For the quarterly period ended October 31, 2025
			For the quarterly period ended April 30, 2026
			OR
☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
			For the transition period from ________ to ________
			Commission File Number: 001-42922



NAVAN, INC.

(Exact name of registrant as specified in its charter)


Delaware						47-3424780
(State or other jurisdiction of incorporation or organization)						(I.R.S. Employer Identification Number)

3045 Park Boulevard, Palo Alto, California						94306
(Address of principal executive offices)						(Zip Code)
(888) 505-8747
Registrant’s telephone number, including area code

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Class A Common Stock, par value $0.00000625 per share

NAVN

The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes ☐☒ No ☒☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

Yes ☒ No ☐


Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☐
		Emerging growth company	☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act.

☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).

Yes ☐ No ☒

As of ~~December~~June 84, ~~2025~~2026, Navan, Inc. had outstanding ~~233~~239,~~339~~026,~~369~~566 shares of Class A common stock, par value of $0.00000625, and 15,304,696 shares of Class B common stock, par value $0.00000625.

NAVAN, INC. AND SUBSIDIARIES

TABLE OF CONTENTS

		Page
	Special Note Regarding Forward-Looking Statements	2
	Summary of Risk Factors	5
PART 1.	FINANCIAL INFORMATION
Item 1.	Financial Statements (Unaudited)
	Condensed Consolidated Balance Sheets	7
	Condensed Consolidated Statements of Operations	109
	Condensed Consolidated Statements of Comprehensive Loss	10
	Condensed Consolidated Statements of Redeemable Convertible Preferred Stock and Stockholders’ Equity (Deficit )	11
	Condensed Consolidated Statements of Redeemable Convertible Preferred Stock and Stockholders’ Equity (Deficit)	11
	Condensed Consolidated Statements of Cash Flows	1312
	Notes to Condensed Consolidated Financial Statements	1514
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	4436
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	6353
Item 4.	Controls and Procedures	6454
PART II	OTHER INFORMATION
Item 1.	Legal Proceedings	6555
Item 1A.	Risk Factors	6555
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	~~117~~107
Item 3.	Defaults Upon Senior Securities	~~118~~107
Item 4.	Mine Safety Disclosures	~~118~~107
Item 5.	Other Information	~~119~~107
Item 6.	Exhibits	~~120~~108
	Signatures	~~122~~109

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SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q contains forward-looking statements, within the meaning of the Private Securities Litigation Reform Act of 1995, about us and our industry that involve substantial risks and uncertainties. All statements other than statements of historical facts contained in this Quarterly Report on Form 10-Q, including statements regarding our future results of operations and financial condition, our business strategy and plans, market growth, and our objectives for future operations, are forward-looking statements. The words “believe,” “may,” “will,” “potentially,” “estimate,” “continue,” “anticipate,” “intend,” “could,” “would,” “project,” “target,” “plan,” “expect,” “predict,” “should,” “toward,” the negative of these words, and other similar expressions are intended to identify forward-looking statements.

These forward-looking statements include, but are not limited to, statements concerning the following:

•our future financial performance, including our expectations regarding our gross booking volume, payment volume, revenue, cost of revenue, gross profit or gross margin, cash flow, operating expenses, including changes in operating expenses, and our ability to achieve and maintain future profitability;

•our business plan and our ability to effectively manage our growth;

•anticipated trends, growth rates, and challenges in our business and in the markets in which we operate;

•our expectations regarding overall demand for business travel and global travel trends;

•our expectations regarding our customers’ travel and expense budgets and IT spending budgets;

•market acceptance of our platform and our ability to increase adoption of our platform;

•beliefs and objectives for future operations;

•our ability to attract new customers and retain and grow sales within our existing customers;

•our ability to drive adoption and expansion of our additional offerings, including Corporate Payments, Expense Management, Meetings and Events, VIP, and Bleisure;

•our ability to continue developing, improving, and implementing artificial intelligence (“AI”) and machine learning (“ML”) into our platform and offerings, including Navan Cognition and Navan Edge, our proprietary AI framework for our platform, and related AI features and functionalities;

•our ability to timely and effectively scale, enhance, and adapt our platform;

•our ability to develop and introduce new offerings and products and bring them to market in a timely manner;

•our ability to operate and expand internationally;

•our expectations concerning relationships with third parties, in particular with suppliers and payment partners, and our ability to maintain commission rates and access to travel inventory;

•future acquisitions or investments in complementary companies, products, services, or technologies and our ability to successfully integrate them into our business and operations;

•our ability to maintain, protect, and enhance our intellectual property;

•the effects of increased competition in our markets and our ability to compete effectively;

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•our ability to maintain high-quality customer support, including through automation and AI-enabled tools, while controlling customer support costs;

•economic and industry trends, projected growth, or trend analysis, including as it relates to AI;

•general macroeconomic conditions in the United States and globally, including the effects of tariffs, immigration policy, inflation, rising or volatile interest rates, foreign currency fluctuations, instability in the global banking system, climate-related events, and geopolitical conflicts or tensions such as those in the Ukraine, the Middle East, and between China and Taiwan;

•our ability to operate and grow our business in light of macroeconomic uncertainty; and

•other statements regarding our future operations, financial condition, and prospects and business strategies.

We caution you that the foregoing list may not contain all of the forward-looking statements made in this Quarterly Report on Form 10-Q.

You should not rely on forward-looking statements as predictions of future events. We have based the forward-looking statements in this Quarterly Report on Form 10-Q primarily on our current expectations and projections about future events and trends that we believe may affect our business, financial condition, and results of operations. The outcome of the events described in these forward-looking statements is subject to risks, uncertainties, and other factors described in the section titled “Risk Factors” and elsewhere in this Quarterly Report on Form 10-Q. Moreover, we operate in a very competitive and rapidly changing environment. New risks and uncertainties emerge from time to time, and it is not possible for us to predict all risks and uncertainties that could have an impact on the forward-looking statements contained in this Quarterly Report on Form 10-Q. The results, events, and circumstances reflected in the forward-looking statements may not be achieved or occur, and actual results, events, or circumstances could differ materially from those described in the forward-looking statements.

In addition, statements such as “we believe” and similar statements reflect our beliefs and opinions on the relevant subject. These statements are based on information available to us as of the date of this Quarterly Report on Form 10-Q. While we believe such information provides a reasonable basis for these statements, such information may be limited or incomplete. Our statements should not be read to indicate that we have conducted an exhaustive inquiry into, or review of, all relevant information. These statements are inherently uncertain, and investors are cautioned not to unduly rely on these statements.

The forward-looking statements made in this Quarterly Report on Form 10-Q relate only to events as of the date on which the statements are made. We undertake no obligation to update any forward-looking statements made in this Quarterly Report on Form 10-Q to reflect events or circumstances after the date of this Quarterly Report on Form 10-Q or to reflect new information, actual results, revised expectations or the occurrence of unanticipated events, except as required by law.

Unless the context otherwise requires, all references in this Quarterly Report on Form 10-Q to “we,” “us,” “our,” “our company,” and “Navan” refer to Navan, Inc. and its consolidated subsidiaries.

Navan, the Navan logo, and other registered or common law trade names, trademarks, or service marks of Navan that may appear in this Quarterly Report on Form 10-Q are the property of Navan, Inc. Solely for convenience, our trade names, trademarks, logos, and service marks referred to in this Quarterly Report on Form 10-Q may appear without the ® and ™ symbols, but those references are not intended to indicate, in any way, that we will not assert, to the fullest extent under applicable law, our rights, or the right of the applicable licensor, to these trademarks, trade names, logos, and service marks.

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WHERE YOU CAN FIND ADDITIONAL INFORMATION

We intend to announce material information to the public through filings with the Securities and Exchange Commission (the “SEC”), the investor relations page on our website (www.investors.navan.com), press releases, public conference calls, public webcasts, our X account (@Navan), our co-founders’ X accounts (@arielcoco and @itwig), our LinkedIn page (www.linkedin.com/company/navan/), our co-founders’ LinkedIn pages (www.linkedin.com/in/arielmcohen/ and www.linkedin.com/in/itwig/), our company news site (www.navan.com/press), and our company blog (www.navan.com/blog). The information contained on, or that can be accessed through, the foregoing channels is not a part of this Quarterly Report on Form 10-Q. The information disclosed by the foregoing channels could be deemed to be material information. As such, we encourage investors, the media, and others to follow the channels listed above and to review the information disclosed through such channels. Any updates to the list of disclosure channels through which we will announce information will be posted on the investor relations page on our website and in our periodic reports filed with the SEC ~~following this offering~~.

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SUMMARY OF RISK FACTORS ~~SUMMARY~~

Our business is subject to numerous risks and uncertainties, including those set forth below. This summary does not contain all of the information that may be important to you, and you should read this summary together with the more detailed discussion of risks and uncertainties set forth in the section titled “Risk Factors” included elsewhere in this Quarterly Report on Form 10-Q. Below is a summary of some of these risks, any one of which could materially adversely affect our business, ~~financial condition,~~ results of operations, financial condition, and prospects.

•We have experienced rapid growth and operational and strategic expansion in recent periods. Such historical trends, including growth rates, may not continue in the future, and failure to effectively manage our growth could harm our business and results of operations.

•Our revenue has historically been, and is expected to continue to be, significantly dependent on our Travel Management offerings, and a prolonged or substantial decrease in, or systemic disruptions to, global travel could adversely affect us.

•Shifts in business travel trends or any decline in business travel demand would negatively impact our business, growth, results of operations, and financial condition.

•We may be unable to attract new customers and grow our customer base, which would negatively impact our revenue growth and results of operations.

•We may not be successful in our efforts to retain and increase revenue from our customers, including by promoting and expanding adoption and usage of our offerings, which could adversely impact our business, financial condition, and results of operations.

•If we fail to offer high-quality customer support, including through our AI-powered virtual agents, or if our support is more expensive than anticipated, our business, margins, and reputation could suffer.

•Our Travel Management offerings depend on our relationships with suppliers.

•We have a history of operating losses and may not achieve or sustain profitability in the future.

•We have a limited history operating our business at its current scale, scope, and complexity in an evolving market and economic environment, which makes it difficult to evaluate our current business, plan for future operations and strategic initiatives, predict future results, and evaluate our future prospects, increasing the risks associated with investing in our Class A common stock.

•Our results of operations may fluctuate significantly, which could make our future results difficult to predict and could cause our results of operations to fall below expectations.

•Future acquisitions, strategic investments, partnerships, collaborations, or alliances could be difficult to identify and integrate, divert the attention of management, disrupt our business, dilute stockholder value, and adversely affect our business, financial condition, results of operations, and prospects.

•We plan to continue expanding our international operations which could subject us to additional costs and risks, and our continued expansion internationally may not be successful.

•Failure to effectively develop and expand our sales and marketing capabilities could harm our ability to increase our customer base and achieve broader market acceptance of our platform.

•If we fail to adapt and respond effectively to rapidly changing technology, evolving industry standards, and changing customer needs or preferences, our platform may become less competitive.

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•Our use of artificial intelligence, including ~~Gen~~generative AI and ML, gives rise to legal, business, and operational risks, which may result in diminished performance, regulatory scrutiny, social impacts, reputational harm, and liability arising from the use of this technology.

•We have in the past, and may in the future, identify material weaknesses or otherwise fail to maintain an effective system of internal controls, which could result in material misstatements of our annual or interim condensed consolidated financial statements or cause us to fail to meet our periodic reporting obligations.

•The market price of our Class A common stock may be volatile and could decline significantly and rapidly.

•The dual class structure of our common stock has the effect of concentrating voting power with Ariel Cohen and Ilan Twig, our co-founders, which will limit other stockholders’ ability to influence the outcome of important transactions, including a change in control.

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PART I—FINANCIAL INFORMATION

Item 1. Financial Statements.

NAVAN, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(in thousands, except par value and share amounts)

(unaudited)

	As of
	October 31, 2025		January 31, 2025
	April 30, 2026		January 31, 2026
Assets
Current assets:
Cash and cash equivalents	$	~~809~~518,~~080~~377	$	~~157~~583,~~672~~516
Restricted cash, current	81121,~~469~~678		~~148~~79,~~157~~647
Accounts receivable, net	220,038		184,856
Short-term investments	162,199		156,994
Corporate card receivables, net	200,323		157,755
Accounts receivable, net	226,423		215,941
Contract acquisition costs, current	7,389		4,784
Corporate card receivables, net	221,422		206,182
Prepaid expenses and other current assets	60,061		35,628
Contract acquisition costs, current	10,752		9,466
Total current assets	1,378,360		688,852
Prepaid expenses and other current assets	53,914		55,241
Restricted cash, non-current	4,705		4,766
Total current assets	1,314,765		1,306,987
Contract acquisition costs, non-current	22,715		16,185
Restricted cash, non-current	4,957		4,911
Operating lease right-of-use assets	41,624		48,006
Contract acquisition costs, non-current	31,952		29,177
Property, equipment, and software, net	32,735		29,538
Operating lease right-of-use assets	41,977		43,430
Intangible assets, net	54,599		55,633
Property, equipment, and software, net	36,138		35,028
Goodwill	232,883		219,728
Intangible assets, net	18,398		19,274
Other non-current assets	25,036		21,246
Goodwill	237,534		241,309
Total assets	$	1,792,657	$	1,083,954
Other non-current assets	28,456		28,645
Liabilities, redeemable convertible preferred stock and stockholders’ equity (deficit)
Total assets	$	1,714,177	$	1,708,761
Liabilities and stockholders' equity
Current liabilities:
Accounts payable	$	62,~~325~~854	$	4265,~~829~~939
Accrued expenses and other current liabilities	~~194~~185,~~814~~299		~~136~~197,~~798~~253
Notes payable, current	~~1,329~~316		~~175,913~~584
Trade loan facility	—		45,000
Operating lease liabilities, current	13,444		11,973
Operating lease liabilities, current	10,174		11,389
Deferred revenue, current	43,135		45,187
Deferred revenue, current	38,457		34,097
Total current liabilities	305,048		320,936
Total current liabilities	307,099		446,026
Operating lease liabilities, non-current	34,516		37,587
Operating lease liabilities, non-current	37,476		43,098
ABL facility	6,000		6,000
Convertible notes	—		182,394
Warehouse credit facility	118,174		118,174
Embedded derivative liability	—		59,820
Notes payable, non-current	—		37
ABL facility	37,000		—
Other non-current liabilities	13,823		17,966
Warehouse credit facility	168,174		214,238
Total liabilities	477,561		500,700
Notes payable, non-current	130		394
Deferred revenue, non-current	—		813
Other non-current liabilities	23,957		22,949
Total liabilities	573,836		969,732

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	As of
	October 31, 2025		January 31, 2025
	April 30, 2026		January 31, 2026
Commitments and contingencies (Note 12)
Commitments and contingencies (Note 10)
Redeemable convertible preferred stock, par value $0.00000625: No shares authorized, issued, and outstanding as of October 31, 2025. 157,027,585 shares authorized, 146,360,207 shares issued and outstanding as of January 31, 2025 (aggregate liquidation preference of $1,301,402)	—		1,301,121
Stockholders' equity
Stockholders’ equity (deficit)
Preferred stock, par value $0.00000625 per share: 20,000,000 shares authorized, no shares issued and outstanding as of April 30, 2026 and January 31, 2026	—		—
Preferred stock, par value $0.00000625 per share: 20,000,000 shares authorized, no shares issued and outstanding as of October 31, 2025. No shares authorized, issued, and outstanding as of January 31, 2025	—		—
Class A common stock, par value $0.00000625 per share: 2,000,000,000 shares authorized, 237,266,717 shares issued and outstanding as of April 30, 2026. 2,000,000,000 shares authorized, 233,870,081 shares issued and outstanding as of January 31, 2026	2		2
Class A common stock, par value $0.00000625 per share: 2,000,000,000 shares authorized, 233,286,459 shares issued and outstanding as of October 31, 2025. 253,919,000 shares authorized, 45,782,871 shares issued and outstanding as of January 31, 2025	2		1
Class B common stock, par value $0.00000625 per share: 50,000,000 shares authorized, 15,304,696 shares issued and outstanding as of April 30, 2026 and January 31, 2026	—		—
Class B common stock, par value $0.00000625 per share: 50,000,000 shares authorized, 15,304,696 shares issued and outstanding as of October 31, 2025. No shares authorized, issued, and outstanding as of January 31, 2025	—		—
Additional paid-in capital	3,281,120		3,226,427
Additional paid-in capital	3,177,712		467,835
Accumulated deficit	(2,035,649)		(2,015,143)
Accumulated deficit	(1,942,382)		(1,617,113)
Accumulated other comprehensive loss	(8,857)		(3,225)
Accumulated other comprehensive loss	(16,511)		(37,622)
Total stockholders’ equity	1,236,616		1,208,061
Total stockholders’ equity (deficit)	1,218,821		(1,186,899)
Total liabilities and stockholders’ equity	$	1,714,177	$	1,708,761
Total liabilities, redeemable convertible preferred stock and stockholders’ equity (deficit)	$	1,792,657	$	1,083,954

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

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NAVAN, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands, except share and per share amounts)

(unaudited)

Three Months Ended October 31,

Nine Months Ended October 31,

Three Months Ended April 30,

2025

2024

2025

2024

2026

2025

Revenue

~~194~~220,~~934~~231

~~151~~157,~~118~~461

~~524,347~~

~~404,845~~

Cost of revenue

57,~~080~~176

4445,~~522~~668

~~149,663~~

~~127,067~~

Gross profit

~~137~~163,~~854~~055

~~106~~111,~~596~~793

~~374,684~~

~~277,778~~

Operating expenses

Research and development

5139,~~195~~398

3331,~~000~~402

~~115,955~~

~~90,784~~

Sales and marketing

9491,~~949~~915

5861,~~086~~880

~~225,325~~

~~161,616~~

General and administrative

7049,~~946~~851

34,~~968~~405

~~140,791~~

~~100,206~~

Total operating expenses

~~217~~181,~~090~~164

~~126~~127,~~054~~687

~~482,071~~

~~352,606~~

Loss from operations

(7918,~~236~~109)

(1915,~~458~~894)

~~(107,387)~~

~~(74,828)~~

Interest expense

(152,~~539~~822)

(1916,~~658~~336)

~~(47,510)~~

~~(57,509)~~

Other income (expense), net

(544)

1,022

6,155

2,975

Other income, net

1,227

6,119

Loss on extinguishment of debt

~~(97,450)~~—

—(20,528)

~~(117,978)~~

—

Gain (loss) on fair value adjustments

(29,155)

1,381

(47,041)

4,401

Loss on fair value adjustments

—

(10,136)

Loss before income tax expense

(~~221~~19,~~924~~704)

(3656,~~713~~775)

~~(313,761)~~

~~(124,961)~~

Income tax expense

~~3,465~~802

54,~~169~~482

~~11,508~~

~~9,465~~

Net loss

(~~225~~20,~~389~~506)

(4161,~~882~~257)

~~(325,269)~~

~~(134,426)~~

Net loss per share attributable to common stockholders:

Basic and diluted net loss per share

(40.5808)

(01.9233)

~~(6.94)~~

~~(2.97)~~

Weighted-average shares outstanding used to compute net loss per share attributable to common stockholders

49250,~~258~~281,~~348~~201

4546,~~324~~145,~~084~~251

~~46,884,867~~

~~45,210,172~~

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

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NAVAN, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS

(in thousands)

(unaudited)

	Three Months Ended October 31,				Nine Months Ended October 31,
	Three Months Ended April 30,
	2025		2024		2025		2024
	2026		2025
Net loss	$	(~~225~~20,~~389~~506)	$	(4161,~~882~~257)	$	~~(325,269)~~	$	~~(134,426)~~
Other comprehensive income, net of tax:
Other comprehensive income (loss), net of tax:
Foreign currency translation adjustments	(25,~~497~~376)		226,~~772~~035		~~21,111~~		~~5,716~~
Total other comprehensive income, net of tax	(2,497)		2,772		21,111		5,716
Unrealized loss on marketable securities	(256)		—
Total comprehensive loss	$	(227,886)	$	(39,110)	$	(304,158)	$	(128,710)
Total other comprehensive income (loss)	(5,632)		26,035
Total comprehensive loss	$	(26,138)	$	(35,222)

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

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NAVAN, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF REDEEMABLE CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS’ EQUITY (DEFICIT)

(in thousands, except share amounts)

(unaudited)

	Redeemable Convertible Preferred Stock						Additional paid-in				Accumulated		Total stockholders' equity
				Common Stock(1)					Accumulated		other comprehensive
	Shares	Amount		Shares	Amount		capital		deficit		~~income (~~loss)		(deficit)
Balance as of January 31, 2025	146,360,207	$	1,301,121	45,782,871	$	1	$	467,835	$	(1,617,113)	$	(37,622)	(1,186,899)
Balance as of January 31, 2026	—	$	—	249,174,777	$	2	$	3,226,427	$	(2,015,143)	$	(3,225)	$	1,208,061
Net loss	—	—		—	—		—		(6120,~~257~~506)		—		(6120,~~257~~506)
Other comprehensive income, net of tax	—	—		—	—		—		—		26,035		26,035
Other comprehensive loss, net of tax	—	—		—	—		—		—		(5,632)		(5,632)
Issuance of equity-classified warrants in connection with term loan	—	—		—	—		11,007		—		—		11,007
Issuance of common stock upon exercise of stock options	—	—		2,451,289	—		16,269		—		—		16,269
Issuance of common stock upon exercise of stock options	—	—		187,013	—		1,820		—		—		1,820
Issuance of common stock upon settlement of restricted stock units	—	—		945,347	—		—		—		—		—
Vesting of early exercised stock options	—	—		—	—		~~287~~38		—		—		~~287~~38
Stock-based compensation	—	—		—	—		1738,~~830~~386		—		—		1738,~~830~~386
Balance as of April 30, 2025	146,360,207	$	1,301,121	45,969,884	$	1	$	498,779	$	(1,678,370)	$	(11,587)	$	(1,191,177)
Balance as of April 30, 2026	—	$	—	252,571,413	$	2	$	3,281,120	$	(2,035,649)	$	(8,857)	$	1,236,616
Net loss	—	—		—	—		—		(38,623)		—		(38,623)
Other comprehensive income, net of tax	—	—		—	—		—		—		(2,427)		(2,427)
Issuance of common stock upon exercise of stock options	—	—		361,388	—		4,006		—		—		4,006
Vesting of early exercised stock options	—	—		—	—		296		—		—		296
Stock-based compensation	—	—		—	—		19,474		—		—		19,474
Balance as of July 31, 2025	146,360,207	$	1,301,121	46,331,272	$	1	$	522,555	$	(1,716,993)	$	(14,014)	$	(1,208,451)
Net loss	—	—		—	—		—		(225,389)		—		(225,389)
Other comprehensive income, net of tax	—	—		—	—		—		—		(2,497)		(2,497)
Issuance of common stock upon initial public offering, net of underwriting costs	—	—		30,000,000	—		713,302		—		—		713,302
Deferred offering costs	—	—		—	—		(9,290)		—		—		(9,290)
Conversion of redeemable convertible preferred stock to common stock upon initial public offering	(146,360,207)	(1,301,121)		146,599,125	1		1,301,120		—		—		1,301,121
Conversion of SAFEs upon initial public offering	—	—		7,851,008	—		196,275		—		—		196,275
Conversion of convertible notes upon IPO	—	—		12,827,963	—		320,699		—		—		320,699
Reclassification of preferred stock warrants & SAFE warrants to equity	—	—		—	—		31,343		—		—		31,343
Issuance of common stock upon net exercise of warrants	—	—		1,702,192	—		35		—		—		35
Issuance of common stock upon exercise of stock options	—	—		2,345,971	—		17,809		—		—		17,809
Issuance of common stock upon settlement of restricted stock units, net of shares withheld	—	—		934,353	—		(17,728)		—		—		(17,728)
Vesting of early exercised stock options	—	—		—	—		283		—		—		283
Early exercised shares repurchased	—	—		(729)	—		—		—		—		—
Stock-based compensation	—	—		—	—		101,309						101,309
Balance as of October 31, 2025	—	—		248,591,155	$	2	$	3,177,712	$	(1,942,382)	$	(16,511)	$	1,218,821


	Redeemable Convertible Preferred Stock						Additional paid-in				Accumulated		Total stockholders' equity
				Common Stock					Accumulated		other comprehensive
	Shares	Amount		Shares	Amount		capital		deficit		income (loss)		(deficit)




























Balance as of January 31, 2025	146,360,207	$	1,301,121	45,782,871	$	1	$	467,835	$	(1,617,113)	$	(37,622)	$	(1,186,899)
Net loss	—	—		—	—		—		(61,257)		—		(61,257)
Other comprehensive income, net of tax	—	—		—	—		—		—		26,035		26,035
Issuance of equity-classified warrants in connection with term loan	—	—		—	—		11,007		—		—		11,007
Issuance of common stock upon exercise of stock options	—	—		187,013	—		1,820		—		—		1,820
Vesting of early exercised stock options	—	—		—	—		287		—		—		287
Stock-based compensation	—	—		—	—		17,830		—		—		17,830
Balance as of April 30, 2025	146,360,207	$	1,301,121	45,969,884	$	1	$	498,779	$	(1,678,370)	$	(11,587)	$	(1,191,177)

________________

(1)The share amounts listed above combine common stock, Class A common stock and Class B common stock. In connection with the completion of our initial public offering, all previously outstanding shares of common stock were reclassified into Class A common stock and Class B common stock. Refer to Note 18 — Stockholders’ Equity for more information.

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

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											Accumulated
	Redeemable Convertible Preferred Stock			Common Stock			Additional paid-in		Accumulated		other comprehensive		Total stockholders' equity
	Shares	Amount		Shares	Amount		capital		deficit		income (loss)		(deficit)
Balance as of January 31, 2024	146,360,207	$	1,301,121	45,117,008	$	1	$	382,356	$	(1,436,035)	$	(28,293)	$	(1,081,971)
Net loss	—	—		—	—		—		(49,630)		—		(49,630)
Other comprehensive income, net of tax	—	—		—	—		—		—		(3,891)		(3,891)
Issuance of common stock upon exercise of stock options	—	—		149,918	—		1,254		—		—		1,254
Vesting of early exercised stock options	—	—		—	—		188		—		—		188
Stock-based compensation	—	—		—	—		18,012		—		—		18,012
Balance as of April 30, 2024	146,360,207	$	1,301,121	45,266,926	$	1	$	401,810	$	(1,485,665)	$	(32,184)	$	(1,116,038)
Net loss	—	—		—	—		—		(42,914)		—		(42,914)
Other comprehensive income, net of tax	—	—		—	—		—		—		6,835		6,835
Issuance of common stock upon exercise of stock options	—	—		89,382	—		726		—		—		726
Vesting of early exercised stock options	—	—		—	—		876		—		—		876
Stock-based compensation	—	—		—	—		17,997		—		—		17,997
Balance as of July 31, 2024	146,360,207	$	1,301,121	45,356,308	$	1	$	421,409	$	(1,528,579)	$	(25,349)	$	(1,132,518)
Net loss	—	—		—	—		—		(41,882)		—		(41,882)
Other comprehensive income, net of tax	—	—		—	—		—		—		2,772		2,772
Issuance of common stock upon exercise of stock options	—	—		71,281	—		702		—		—		702
Vesting of early exercised stock options	—	—		—	—		301		—		—		301
Stock-based compensation	—	—		—	—		25,260		—		—		25,260
Balance as of October 31, 2024	146,360,207	$	1,301,121	45,427,589	$	1	$	447,672	$	(1,570,461)	$	(22,577)	$	(1,145,365)

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

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NAVAN, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)

(unaudited)

	Nine Months Ended October 31,
	Three Months Ended April 30,
	2025		2024
	2026		2025
Cash flows from operating activities:
Net loss	$	(~~325~~20,~~269~~506)	$	(~~134~~61,~~426~~257)
Adjustments to reconcile net loss to net cash used in operating activities:
Adjustments to reconcile net loss to net cash providedby (used in) operating activities:
Stock-based compensation, net of amounts capitalized	~~135~~37,~~091~~312		5917,~~487~~260
Non-cash interest expense	~~25,813~~447		359,~~817~~941
Deferred income taxes	~~397~~(886)		~~(536)~~—
Depreciation and amortization	185,~~125~~721		185,~~832~~931
Amortization of contract acquisition costs	42,~~172~~367		31,~~676~~231
Provision for doubtful accounts	61,~~633~~871		42,~~439~~274
Loss (gain) on fair value adjustments	47,041		(4,401)
Loss on fair value adjustments	—		10,136
Debt issuance costs expensed related to SAFEs	~~2,913~~—		—2,913
Loss on extinguishment of debt	~~117,978~~—		—20,528
Other	~~(163)~~460		~~202~~(375)
Changes in operating assets and liabilities, net of effect of business acquisitions:
Changes in operating assets and liabilities:
Accounts receivable	(3213,~~844~~730)		~~(26~~5,~~287)~~573
Prepaid expenses and other current assets	~~(22~~2,~~290)~~520		(149,~~015~~963)
Contract acquisition costs	(136,~~307~~428)		(162,~~648~~503)
Other non-current assets	~~(797)~~381		~~(689)~~738
Accounts payable	~~6,726~~(774)		~~31,096~~(720)
Accrued expenses and other current liabilities	24(9,~~669~~397)		(21,~~461~~359)
Deferred revenue	3(1,~~533~~912)		13,~~196~~363
Operating lease right-of-use asset and operating lease liabilities, net	(~~475~~146)		~~2,491~~(181)
Other non-current liabilities	~~743~~(4,098)		~~759~~1,021
Net cash used in operating activities	(1,311)		(41,468)
Net cash provided by (used in) operating activities	(6,798)		4,551
Cash flows from investing activities:
Capitalized software development costs	(134,~~072~~647)		(113,~~567~~927)
Purchases of property and equipment	(~~589~~105)		(~~774~~90)
Proceeds from sale of subsidiary, net of cash sold	(354)		—
Purchases of investments	(59,101)		—
Decrease (increase) in corporate card receivables	(35,533)		19,126
Maturities of investments	53,460		—
Cash consideration for business acquisition, net of cash acquired	—		(3,879)
Change in corporate card receivables	(18,336)		1,589
Net cash provided by (used in) investing activities	(49,548)		2,906
Other	—		(418)
Net cash (used in) investing activities	(28,729)		(2,846)
Cash flows from financing activities:
Proceeds from stock option exercises	2314,~~682~~731		31,~~023~~583
Proceeds from borrowings of debt	~~215,932~~—		84174,~~800~~945
Proceeds from issuance of SAFEs	~~155,000~~—		—155,000
Payments of borrowings of debt	(~~468,124~~293)		(8258,~~350~~534)
Payments for debt issuance costs	(10,985)		(1,512)

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	Nine Months Ended October 31,
	Three Months Ended April 30,
	2025		2024
	2026		2025
Payments of deferred offering costs	(4,165)		—
Payments for debt issuance costs	—		(10,985)
Payment of deferred consideration in business combinations	—		(275)
Payments of deferred offering costs	(407)		—
Proceeds from issuance of common stock in IPO, net of underwriting costs	713,302		—
Net cash provided by financing activities	14,031		62,009
Taxes collected from selling shareholders stock option exercises	14,281		—
Effect of exchange rate changes on cash, cash equivalents and restricted cash	(1,566)		4,783
Payment of tax withholdings on settlement of RSUs	(8,333)		—
Net increase (decrease) in cash, cash equivalents and restricted cash	(23,062)		68,497
Proceeds from exercise of warrants	35		—
Cash, cash equivalents and restricted cash, beginning of period	$	668,074	$	310,595
Net cash provided by financing activities	630,625		77,686
Cash, cash equivalents and restricted cash, end of period	$	645,012	$	379,092
Effect of exchange rate changes on cash, cash equivalents and restricted cash	4,893		(616)
Net increase in cash, cash equivalents and restricted cash	584,659		38,508
Cash, cash equivalents and restricted cash, beginning of period	$	310,595	$	267,382
Cash, cash equivalents and restricted cash, end of period	$	895,254	$	305,890
Supplemental disclosure of cash flow information:
Cash paid for interest	$	212,~~697~~375	$	216,~~692~~395
Cash paid for income taxes	$	123,~~816~~083	$	5,~~514~~647
Noncash investing and financing activities:
Vesting of early exercised stock options	$	~~866~~38	$	~~1,365~~287
Capitalized stock-based compensation for internal-use software development costs	$	31,~~522~~074	$	~~1,782~~570
Deferred offering costs not yet paid	$	5,126	$	—
Conversation of redeemable convertible preferred stock to common stock	$	1,301,120	$	—
Conversion of SAFEs to equity upon IPO	$	196,275	$	—
Reclassification of preferred stock warrants & SAFE warrants to equity upon IPO	$	31,343	$	—
Conversion of convertible notes to equity upon IPO	$	320,699	$	—
Tax withholding liability related to RSU net settlement	$	9,395	$	—

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

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NAVAN, INC. AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements

(unaudited)

NOTE 1 - DESCRIPTION OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES

Description of Business

Navan, Inc. (the “Company”, “we”, “our”), together with its subsidiaries, is a cloud-based technology platform built to solve the comprehensive needs of frequent travelers. We offer a comprehensive, all-in-one, AI-powered travel, payments and expense management solution designed to streamline the entire travel lifecycle, from booking and policy enforcement to payment processing, expense reconciliation, and reporting. The Company was incorporated in the state of Delaware in February 2015. The Company is currently headquartered in Palo Alto, California and has operations in North America, Asia Pacific, the Middle East, and Europe.

Initial Public Offering

On October 31, 2025, the Company completed its initial public offering (the “IPO”) in which the Company issued and sold 30,000,000 shares of its Class A common stock at a public offering price of $25.00 per share, which resulted in net proceeds of $713.3 million after deducting underwriting discounts and before deducting offering costs. In addition, selling stockholders sold 6,924,406 shares of Class A common stock in the IPO at the public offering price of $25.00 per share. The Company did not receive any proceeds from the sale of Class A common stock by the selling stockholders. AsThe ~~of October 31, 2025, the~~ underwriters’ ~~had not exercised their~~ option to purchase an additional 5,538,660 shares of Class A common stock at the public offering price of $25.00 less underwriting discounts expired unexercised during the year ended January 31, 2026.

In connection with the IPO, the Company ~~adopted~~recognized ana ~~amended~~one-time ~~and~~cumulative ~~restated~~stock-based ~~certificate~~compensation ofexpense ~~incorporation~~charge ~~and~~of ~~amended~~$81.8 ~~and~~million ~~restated~~associated ~~bylaws,~~with ~~which became effective immediately prior to~~ the ~~completion~~satisfaction of the ~~IPO~~performance-based ~~and~~vesting ~~authorized~~condition ~~2,070,000,000~~for ~~shares~~outstanding ofrestricted ~~capital~~ stock, ~~consisting~~units ~~of:~~ (a“RSUs”) ~~2,050,000,000~~which ~~shares~~was ofsatisfied ~~Common~~in ~~Stock~~connection ~~divided into two series~~ with ~~(i)~~the ~~2,000,000,000~~IPO ~~shares~~and offor which the ~~Common~~service-based ~~Stock~~vesting ~~being~~condition ahad ~~series~~also ~~designated~~been satisfied as ~~Class~~of Athat ~~common~~date, ~~stock~~of ~~and~~which ~~(ii)~~$0.9 ~~50,000,000~~million ~~shares~~was ofcapitalized ~~the~~related ~~Common~~to ~~Stock~~software ~~being~~development. aTo ~~series~~meet ~~designated~~the asrelated ~~Class~~tax Bwithholding ~~common~~requirements ~~stock;~~for ~~and~~the ~~(b)~~net ~~20,000,000~~settlement ~~shares~~ of ~~undesignated~~the ~~preferred~~vested ~~stock.~~RSUs, Inthe ~~addition,~~Company ~~all~~withheld ~~outstanding~~709,106 shares ofunderlying ~~the~~such ~~Company’s~~equity ~~redeemable~~awards, ~~convertible~~resulting ~~preferred~~in ~~stock~~the ~~automatically~~net ~~converted~~issuance ~~into~~of ~~146~~934,~~599,125~~353 shares of Class A common stock. ~~Refer~~Based toon ~~Note~~the 10IPO —price ~~Stockholder~~of $25.00 per share, the Company’s ~~Equity~~related ~~(Deficit)~~tax ~~for~~withholding ~~additional~~obligation ~~information~~was $17.7 million, which was paid during the year ended January 31, 2026.

In connection with the IPO, all shares of the Company’s common stock outstanding prior to completion of the IPO were exchanged into an equivalent number of shares of Class A common stock. In addition, pursuant to an exchange agreement with the Company’s two co-founders (the “Co-Founders”) and certain of their affiliates, which became effective as of the completion of the IPO, 15,304,696 shares of the Company’s Class A common stock beneficially owned by the Co-Founders and their respective affiliated entities were exchanged for an equivalent number of shares of our Class B common stock. Subject to separate equity exchange right agreements entered into with them in connection with the IPO, each Co-Founder has a right (but not an obligation) to require the Company to exchange, for shares of Class B common stock, any shares of Class A common stock received by him upon the exercise or settlement of equity awards that were granted to the respective Co-Founders prior to the effectiveness of the filing of our amended and restated certificate of incorporation (the “Equity Exchange Rights”).

In connection with the IPO, the Company recognized a one-time cumulative stock-based compensation expense charge of $81.8 million associated with the satisfaction of the performance-based vesting condition for outstanding restricted stock units (“RSUs”) which was satisfied in connection with the IPO and for which the service-based vesting condition had also been satisfied as of that date, of which $0.9 million was capitalized related to software development. To meet the related tax withholding requirements for the net settlement of the vested RSUs, the Company withheld 709,106 shares underlying such equity awards, resulting in the net issuance of 934,353 shares of Class A common stock.

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Based on the IPO price of $25.00 per share, the Company’s related tax withholding obligation was $17.7 million, of which $8.3 million was paid during the three months ended October 31, 2025. Refer to Note 9 — Equity Incentive Plans for additional information.

Basis of Presentation and Principles of Consolidation

The unaudited condensed consolidated financial statements ~~and accompanying notes~~ have been prepared in accordance with generally accepted accounting principles in the United States ~~of America~~ (“GAAP”) and applicable rules and regulations of the Securities and Exchange Commission (the “SEC”) for interim financial information. Certain information and disclosures normally included in consolidated financial statements prepared in accordance with GAAP have been condensed or omitted. Accordingly, these unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and the related notes for the year ended January 31, ~~2025 which~~2026, ~~can~~included ~~be found~~ in ~~the~~our ~~Company’s~~Annual ~~final~~Report ~~prospectus dated October 29, 2025, filed with the SEC~~ on ~~October 31,~~Form ~~2025 pursuant to Rule 424(b)(4) under the Securities Act of 1933 (the “Prospectus”)~~10-K. The ~~January 31, 2025 condensed consolidated balance sheet was derived from the Company’s audited consolidated financial statements as of that date. The~~ unaudited condensed consolidated financial statements include, in the opinion of management, all adjustments, consisting of normal and recurring items, necessary for the fair statement of the condensed consolidated financial statements for the periods presented.

We consolidate our wholly-owned subsidiaries ~~over which we exercise control,~~ and variable interest entities (“VIEs”) where we are deemed to be the primary beneficiary. See Note 87 — Variable Interest Entities for further details. All intercompany profits, transactions and balances have been eliminated in consolidation.

The accompanying unaudited condensed consolidated financial statements include the accounts of the Company and entities in which it has a controlling financial interest in accordance with the consolidation accounting principles guidance. All intercompany profits, transactions, and balances have been eliminated in consolidation. 14

There have been no significant changes in accounting policies during the nine months ended October 31, 2025 from those disclosed in the annual consolidated financial statements for the year ended January 31, 2025 and the related notes.

The Company’s fiscal year ends on January 31. References made to “fiscal 2026” and “fiscal 2025” refer to the Company’s fiscal years ending January 31, 2026 and ended January 31, 2025, respectively.

Prior period amounts within Note 4 — Supplemental Financial Statement Information have been reclassified to conform to the current period presentation. These reclassifications had no impact on our previously reported total current assets, total assets, total current liabilities, total liabilities, results of operations, comprehensive income or net cash flows from operating, financing, or investing activities.

Deferred Offering Costs

Deferred offering costs, which consist of direct incremental legal, consulting, accounting, and other fees related to the sale of the Company’s common stock in the IPO, were initially capitalized and recorded in prepaid expenses and other current assets on the condensed consolidated balance sheets. We incurred $9.3 million of deferred offering costs which were recorded as a reduction of additional paid-in capital on the condensed consolidated balance sheets as of October 31, 2025.

Reverse Stock Split

On September 18, 2025, the Company effected a one-for-three reverse stock split of its common stock and redeemable convertible preferred stock. All share and per share information has been retroactively adjusted to reflect the reverse stock split for all periods presented.

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There have been no significant changes in accounting policies during the three months ended April 30, 2026 from those disclosed in the annual consolidated financial statements for the year ended January 31, 2026 and the related notes.

The Company’s fiscal year ends on January 31. References made to “fiscal 2027” and “fiscal 2026” refer to the Company’s fiscal years ending January 31, 2027 and ended January 31, 2026, respectively.

Certain prior period amounts within footnote disclosures have been reclassified to conform to the current period presentation. These reclassifications had no impact on our previously reported total current assets, total assets, total current liabilities, total liabilities, results of operations, comprehensive loss or net cash flows from operating, financing, or investing activities.

Use of Estimates

The preparation of our condensed consolidated financial statements in conformity with GAAP requires management to make estimates, judgments and assumptions that affect the reported amounts in the condensed consolidated financial statements and accompanying notes. Estimates and judgments are based on historical experience, forecasted events and various other assumptions that the Company believes to be reasonable under the circumstances. On an ongoing basis, management evaluates estimates, including, but not limited to: carrying values and useful lives of long-lived assets and intangible assets; capitalization of internal-use software costs; the expected period of benefit for contract acquisition costs; the estimate of expected credit losses on accounts receivable; fair values of assets acquired and liabilities assumed in business combinations; fair values of financial instruments; fair values of stock-based awards issued; the vested and unpaid rewards earned by users of our platform; variable consideration related to achieving specified contractual thresholds in our revenue ~~recognition~~generating arrangements with travel supply partners; the incremental borrowing rate used for operating lease liabilities; and assumptions used in accounting for income taxes. These estimates are inherently subject to judgment and actual results could differ from those estimates.

Concentration of Credit Risk

Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of cash and cash equivalents, restricted cash, investments in marketable debt securities, and accounts receivable. The Company’s ~~cash~~maintains ~~and~~its cash, cash equivalents, ~~and~~ restricted cash, ~~are~~and onmarketable ~~deposit~~debt securities with high-quality financial institutions ~~that~~primarily ~~exceed~~in ~~federally~~the ~~insured~~United ~~limits.~~States, ~~The~~where ~~Company regularly monitors~~ the composition and maturities ofare ~~cash~~regularly ~~and~~monitored ~~cash~~by ~~equivalent~~the ~~and~~Company. ~~restricted~~Deposits ~~cash~~may ~~balances~~exceed federally insured limits. The Company has not experienced any losses due to institutional failure or bankruptcy. The Company performs credit evaluations of its customers and generally does not require collateral for sales on credit. In certain cases, based on the Company’s credit evaluations, collateral, primarily in the form of cash deposits, is required to mitigate corporate card receivable collection risk.

~~One~~No ~~payment~~customers ~~partner customer~~ accounted for 1110% or more of the Company’s revenue during the three ~~and nine~~ months ended ~~October 31~~April 30, ~~2024~~2026. NoOne ~~customers~~payment partner customer accounted for ~~more than~~ 10% of the Company’s revenue during the three ~~and nine~~ months ended ~~October 31~~April 30, 2025.

~~One platform customer accounted for 12% of accounts receivable as of January 31, 2025.~~ No customers accounted for ~~more than~~ 10% or more of accounts receivable ~~as of October 31, 2025. The Company did not have any customers that accounted for 10%~~ or ~~more of~~ corporate card receivables as of ~~October~~April 3130, ~~2025~~2026 and January 31, ~~2025, respectively~~2026.

Revenue Recognition

We recognize revenue in accordance with ASC 606, Revenue from Contracts with Customers, when a customer obtains control of promised services in an amount that reflects the consideration we expect to be entitled to in exchange for these services. Our primary sources of revenue are fees earned from platform customers for access to our travel and expense management platform or on-demand travel management services, and from travel supply and payment partners for connection to our network of travel bookings and corporate card transaction dollar volume. Fees from our platform customers are either earned on a per-booking transaction or subscription basis. Fees from our travel supply and payment partners are generally earned on a per-transaction basis. Under our arrangements with certain travel supply partners, we earn additional fees when cumulative actual booking or transaction dollar volume exceeds specified contractual thresholds. Our travel supply partners include airlines, hotels, car rental companies, rail carriers, and providers of Global Distribution Systems. Our payment partners primarily include our corporate card payment processors and card issuing partners.

~~Platform Customers~~15

Our primary performance obligation is to provide platform customers with continuous access to our cloud-based travel and expense management platform or to our on-demand travel management services.

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~~Transaction~~either earned on a per-~~based~~booking ~~fees~~transaction or subscription basis. Fees from our travel supply and payment partners are generally ~~non~~earned on a per-~~refundable,~~transaction ~~and~~basis. ~~represent~~Under ~~variable~~our ~~consideration~~arrangements ~~allocated~~with tocertain ~~the~~travel ~~period~~supply ~~the~~partners, we earn additional fees when cumulative actual booking ~~occurs~~or transaction dollar volume exceeds specified contractual thresholds. ~~Revenue~~Our ~~from~~travel ~~transaction-based~~supply ~~fees~~partners isinclude ~~recognized~~airlines, athotels, ~~the~~car ~~time~~rental companies, rail carriers, and providers of ~~booking~~Global Distribution Systems. ~~Subscription~~Our ~~fees~~payment ~~are~~partners ~~recognized~~primarily ~~ratably~~include ~~over~~our ~~the~~corporate ~~non-cancellable~~card ~~contract~~payment ~~term~~processors and card issuing partners.

Platform Customers

Our primary performance obligation is to provide platform customers with continuous access to our cloud-based travel and expense management platform or to our on-demand travel management services. Transaction-based fees are generally non-refundable, and represent variable consideration allocated to the period the booking occurs. Revenue from transaction-based fees is recognized at the time of booking. Subscription fees are recognized ratably over the non-cancellable contract term.

We maintain a rewards program under which users of our platform receive credits for the purchase of future personal travel. These credits expire twelve months after they are earned. We record a rewards liability and a reduction to revenue related to the vested and unpaid rewards earned by users of our platform, net of expected breakage.

Travel Supply and Payment Partner Fees

Our primary performance obligation to our travel supply partners is to connect them to user bookings made on our cloud-based travel management platform or through our on-demand travel management services. For airline and rail carriers, we are generally entitled to fees at the time of booking. For hotel and car rental partners, we are generally entitled to fees at the completion of a traveler’s stay or at the end of the rental period, respectively. Revenue is recognized at the time we are entitled to these fees.

Our primary obligation to our payment partners is to connect them with user transaction volume on our physical and virtual corporate cards. We earn fees and other incentives from our payment partners based on the transaction dollar volume of each physical or virtual corporate card payment transaction processed, and we recognize revenue in the period each transaction occurs. We provide rebates to certain platform customers based on the dollar volume of payment transactions processed on our platform. Rebates paid to customers are recognized as a reduction to revenue.

Segment Information

The Company’s chief operating decision maker (“CODM”) is its Chief Executive Officer, who reviews financial information presented on a consolidated basis for purposes of making operating decisions, assessing financial performance, and allocating resources. The Company operates its business in one operating segment and, therefore, has one reportable segment.

The CODM uses consolidated net loss to measure segment profit or loss in order to assess, manage, and maintain performance of the business based on resource allocations. The CODM also uses consolidated net loss to approve operating budgets and to identify product development and market expansion opportunities. The Company’s objective in making resource allocation decisions is to optimize the consolidated financial results. Significant segment expenses that the CODM reviews and utilizes to manage the Company’s operations are cost of revenue, research and development, sales and marketing, and general and administrative expenses at the consolidated level, which are presented in the Company’s condensed consolidated statements of operations. Other segment items included in consolidated net loss include interest expense, other income ~~(expense)~~, net, loss on extinguishment of debt, ~~gain (~~loss) on fair value adjustments, and income tax expense, which are presented in the Company’s condensed consolidated statements of operations. The measure of segment assets is reported on the balance sheet as total consolidated assets.

~~Recently Adopted Accounting Pronouncements~~16

In November 2023, the Financial Accounting Standards Board (FASB) issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures (“ASU 2023-07”), which amends disclosure requirements relating to segment reporting, primarily through enhanced disclosure about significant segment expenses and by requiring disclosure of segment information on an annual and interim basis. The Company adopted ASU 2023-07 as of February 1, 2024 with no material impact on its consolidated financial statements. For further information, refer to Segment Information within Note 1 — Description of Business and Significant Accounting Policies.

In August 2020, the FASB issued ASU No. 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40)

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~~(“ASU~~Recently ~~2020-06”).~~Adopted ~~ASU~~Accounting 2020-06 is intended to simplify the accounting for convertible instruments by removing certain separation models and to simplify the accounting for contracts in an entity’s own equity by eliminating the settlement criteria to qualify for a scope exception from derivative accounting. ASU 2020-06 also clarifies the diluted earnings per share calculation when convertible instruments and contracts in an entity’s own equity are involved. The Company adopted ASU 2020-06 as of February 1, 2024 with no material impact to its consolidated financial statements.Pronouncements

In July 2025, the FASB issued ASU 2025-05, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets, which provides a practical expedient related to the estimation of expected credit losses for current accounts receivable and current contract assets arising from transactions accounted for under Topic 606, including those assets acquired in a business combination. The practical expedient permits an entity to assume that current conditions as of the balance sheet date do not change for the remaining life of the current accounts receivable and current contract assets. The Company adopted ASU 2025-05 as of February 1, 2026 on a prospective basis with no material impact to its consolidated financial statements.

Recently Issued Accounting Pronouncements Not Yet Adopted

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which requires entities to annually (1) disclose specific categories in the rate reconciliation and (2) provide additional information for reconciling items that meet a quantitative threshold (if the effect of those reconciling items is equal to or greater than 5 percent of the amount computed by multiplying pretax income (loss) by the applicable statutory income tax rate). This standard is effective for the Company for its fiscal year beginning February 1, 2026 on a prospective basis. Early adoption and retrospective application are permitted. The Company is currently evaluating the impact of this standard on its consolidated financial statement disclosures.

In November 2024, the FASB issued ASU 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses. The new guidance requires disaggregated information about certain income statement expense line items on an annual and interim basis. The standard is effective for the Company for its fiscal year beginning February 1, 2027 and interim periods within its fiscal year beginning February 1, 2028. The guidance may be applied on either a prospective or retrospective basis. Early adoption is permitted. The Company is currently evaluating the impact of this standard on its consolidated financial statement disclosures.

In July 2025, the FASB issued ASU 2025-05, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets, which provides a practical expedient related to the estimation of expected credit losses for current accounts receivable and current contract assets arising from transactions accounted for under Topic 606, including those assets acquired in a business combination. The practical expedient permits an entity to assume that current conditions as of the balance sheet date do not change for the remaining life of the current accounts receivable and current contract assets. This guidance is effective for the Company for its fiscal year and all interim periods beginning February 1, 2026 on a prospective basis. Early adoption is permitted. The Company is currently evaluating the impact of the adoption of this guidance on its condensed consolidated financial statements.

In September 2025, the FASB issued ASU 2025-06, Intangibles-Goodwill and Other-Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software, to modernize the accounting for costs related to internal-use software to more closely align with current software development methods. The guidance removes references to project stages and clarifies when the Company is required to start capitalizing eligible costs. The guidance is effective for the Company for its fiscal year and all interim periods beginning February 1, 2028. Early adoption is permitted. The guidance may be applied prospectively, retrospectively, or via a modified prospective transition method. The Company is currently evaluating the impact of the adoption of this standard on its consolidated financial statements.

19In December 2025, the FASB issued ASU 2025-11, Interim Reporting (Topic 270)—Narrow-Scope Improvements, which clarifies interim disclosure requirements and the applicability of Topic 270. The standard is effective for the Company for all interim periods within its fiscal year beginning February 1, 2028. The guidance may be applied on either a prospective or retrospective basis. Early adoption is permitted. The Company is currently evaluating the impact of this standard on its consolidated financial statement disclosures.

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NOTE 2 –- REVENUE

Disaggregation of Revenue

Revenue consists of the following (in thousands):

	Three Months Ended October 31,				Nine Months Ended October 31,
	Three Months Ended April 30,
	2025		2024		2025		2024
	2026		2025
Usage-based revenue	$	~~179~~202,~~902~~134	$	~~139~~143,~~205~~149	$	~~479,600~~	$	~~371,653~~
Subscription revenue	1518,~~032~~097		1114,~~913~~312		~~44,747~~		~~33,192~~
Total revenue	$	~~194~~220,~~934~~231	$	~~151~~157,~~118~~461	$	~~524,347~~	$	~~404,845~~

Usage-based revenue primarily represents fees from our platform customers earned on a per-booking transaction basis and fees from our travel supply and payment partners, which are generally earned on a per-transaction basis. Under our arrangements with certain travel supply partners, we earn additional fees when cumulative actual booking or transaction dollar volume exceeds specified contractual thresholds. Subscription revenue primarily represents revenue earned from subscriptions to our expense management platform.

The following table ~~summarizes~~presents revenue by region based on the billing country of ~~customers~~the customer where the revenue generating transaction originates (in thousands, except percentages):

	Three Months Ended October 31, 2025								Nine Months Ended October 31,
	Three Months Ended April 30,
	2025				2024				2025				2024
	2026				2025
	Amount		Percentage of Revenue		Amount		Percentage of Revenue		~~Amount~~		~~Percentage of Revenue~~		~~Amount~~		~~Percentage of Revenue~~
United States	$	~~122~~144,~~527~~706	6366	%	$	9095,~~481~~804	6061	%	$	~~323,845~~	62	%	$	~~238,157~~	59	%
United Kingdom	3937,~~752~~667		2017	%	34,~~655~~641		2322	%	~~111,301~~		21	%	~~99,173~~		24	%
Rest of World(1)	3237,~~655~~858		17	%	2527,~~982~~016		17	%	~~89,201~~		17	%	~~67,515~~		17	%
Total revenue	$	~~194~~220,~~934~~231	100	%	$	~~151~~157,~~118~~461	100	%	$	~~524,347~~	~~100~~	%	$	~~404,845~~	~~100~~	%

________________

(1)No individual country within Rest of World comprises more than 10% of total revenue.

Unbilled Receivables

We receive payments from customers based on a billing schedule as established in our customer contracts. Accounts receivable are recorded when we have an unconditional right to consideration. In some arrangements, we have a right to consideration for our performance under the customer contract before invoicing the customer, resulting in an unbilled accounts receivable. We recognized unbilled accounts receivable of $8192.71 million and $5172.93 million, respectively, as of ~~October~~April 3130, ~~2025~~2026 and January 31, ~~2025~~2026. Unbilled accounts receivable is recorded within accounts receivable, net on the accompanying condensed consolidated balance sheets.

Contract Liabilities

Revenue is deferred when we have the right to invoice in advance of performance under a customer contract. The deferred revenue balance primarily consists of annual subscription payments., ~~The~~and ~~current~~is ~~portion of deferred revenue represents the amounts that are~~ expected to be recognized within one year of the balance sheet date. ~~The non-current portion of deferred revenue represents amounts that are expected to be recognized more than one year from the balance sheet date.~~ During the ~~nine~~three months ended ~~October 31~~April 30, ~~2025~~2026 and ~~2024~~2025, revenue recognized from the deferred revenue balance at the beginning of the respective period was $2918.14 million and $2616.25 million, respectively.

Remaining performance obligations represent the amount of contracted future revenue that has not yet been recognized. We do not disclose the value of remaining performance obligations for (i) contracts with an original expected length of one year or less, and (ii) contracts for which variable consideration is allocated to an unsatisfied performance obligation. Our remaining performance obligations related to

2018

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with an original expected length of one year or less, and (ii) contracts for which variable consideration is allocated to an unsatisfied performance obligation. Our remaining performance obligations related to multi-year subscription contracts were $5467.41 million as of ~~October~~April 3130, ~~2025~~2026 of which we expect to recognize approximately 5554% as revenue over the next 12 months, 3233% as revenue over the subsequent 13 to 24 months, and the remainder thereafter.

Accounts Receivable and Allowance for Expected Credit Losses

Accounts receivable are generally due within thirty days and are recorded net of an allowance for estimated uncollectible amounts. We estimate expected credit losses based on various factors, including the age of the receivable balance, credit quality of the customer, and past collection experience with the customer. We consider the need to adjust historical information used in our estimates to reflect the extent to which we expect current conditions and reasonable and supportable forecasts to differ from the conditions that existed for the period over which historical information was evaluated. Long-aged balances and other higher risk amounts are reviewed individually for collectability. We recognize estimated credit losses through the income statement, and the allowance for estimated credit losses is recorded in accounts receivable, net on the condensed consolidated balance sheets.

The following table ~~summarizes~~presents the allowance for expected credit losses for the ~~nine~~three months ended ~~October 31~~April 30, ~~2025~~2026 and ~~2024~~2025 (in thousands):

	Nine Months Ended October 31,
	Three Months Ended April 30,
	2025		2024
	2026		2025
Balance at beginning of period	$	56,~~135~~462	$	45,~~270~~135
Provision for expected credit losses	31,~~826~~471		21,~~279~~264
Amounts written off, recoveries and other adjustments	(3,~~094~~150)		(~~2,052~~194)
Balance at end of period	$	54,~~867~~783	$	46,~~497~~205

Corporate Card Receivables and Allowance for Expected Credit Losses

We provide virtual and physical corporate credit cards to customers of our expense management offering through issuing bank partners. Under ~~certain~~our payment partner arrangements, we are required to ~~prefund~~fund the dollar value of spend on these credit cards. Weeither ~~recognize~~by aprefunding ~~receivable~~the ~~for~~spend, ~~each~~or funding the spend within one business day of the transaction, settlement date. These transactions are accumulated on customer statements and are recognized as receivables, ~~are~~with payment generally due within ten days.

Corporate card receivables are recorded net of an allowance for expected credit losses. The allowance for expected credit losses is based on our assessment of the collectability of these receivables. We consider the following factors when determining the collectability of specific customer accounts: age of the receivable balance, ~~credit quality of the customer, and past collection experience with the customer. We consider the need to adjust historical information used in our estimates to reflect the extent to~~ which weincludes ~~expect~~an ~~current~~allowance ~~conditions and reasonable and supportable forecasts to differ from the conditions that existed~~ for ~~the~~estimated ~~period~~uncollectible ~~over~~amounts ~~which~~and ~~historical information was evaluated. In addition, we include~~ an estimate for charges our customers may dispute as invalid. WeThe ~~recognize estimated credit losses through the income statement, and the~~ allowance for ~~estimated~~expected credit losses is ~~recorded~~based inon ~~corporate~~our ~~card~~assessment ~~receivables,~~of ~~net on~~ the ~~condensed~~collectability ~~consolidated~~of ~~balance~~these ~~sheets~~receivables.

21 The following table summarizes the corporate card receivables allowance for expected credit losses for the three months ended April 30, 2026 and 2025 (in thousands):

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	Three Months Ended April 30,
	2026		2025
Balance at beginning of period	$	2,499	$	380
Provision for expected credit losses	400		814
Amounts written off, recoveries and other adjustments	(264)		(351)
Balance at end of period	$	2,635	$	843

The following table summarizes the corporate card receivables allowance for expected credit losses for the nine months ended October 31, 2025 and 2024 (in thousands):

	Nine Months Ended October 31,
	2025		2024
Balance at beginning of period	$	380	$	566
Provision for expected credit losses	2,658		1,926
Amounts written off, recoveries and other adjustments	(947)		(1,583)
Balance at end of period	$	2,091	$	909

Contract Acquisition Costs

During the three months ended ~~October 31~~April 30, ~~2025~~2026 and ~~2024~~2025, we capitalized $46.14 million and $52.95 million, respectively, of contract acquisition costs and recognized related amortization expense of $12.64 million and $1.0 million, respectively. During the nine months ended October 31, 2025 and 2024, we capitalized $13.3 million and $16.6 million, respectively, of contract acquisition costs and recognized related amortization expense of $4.2 million ~~and $3.7 million~~, respectively. Amortization expense is included in sales and marketing expense in the condensed consolidated statements of operations.

~~NOTE 3 – FAIR VALUE MEASUREMENTS~~19

The following table presents our financial assets and liabilities measured at fair value on a recurring basis based on the three-tier fair value hierarchy (in thousands):

	Fair value measurements as of January 31, 2025
	Level 1		Level 2		Level 3		Total
Financial Liabilities
Redeemable convertible preferred stock warrant liability	—		—		427		427
Embedded derivative liability	—		—		59,820		59,820
Total	$	—	$	—	$	60,247	$	60,247

As of October 31, 2025, no financial assets or liabilities are measured at fair value on a recurring basis.

There were no transfers between Level 1, Level 2 or Level 3 fair value hierarchy categories of financial instruments during the nine months ended October 31, 2025 or the year ended January 31, 2025.

Redeemable Convertible Preferred Stock Warrant Liability

In connection with a loan agreement entered into in December 2015, we issued redeemable convertible preferred stock warrants to purchase 60,757, 30,192, 34,080 and 40,160 shares of Series Seed, Series A, Series A-1 and Series B preferred stock at the stated exercise prices of $0.2469, $0.4968, $0.5853 and $1.8675 per share, respectively.

As of January 31, 2025, 40,160 Series B redeemable convertible preferred stock warrants remained outstanding and were recorded at a fair value of $0.4 million. Immediately prior to the IPO, 40,160 Series B redeemable convertible preferred stock warrants remained outstanding and were recorded at a fair value of $0.9 million. Upon the closing of the IPO on October 31, 2025, these redeemable convertible preferred stock warrants automatically converted to Class A common stock warrants and were reclassified to equity. As of October 31, 2025, 40,160 Class A common stock warrants remained outstanding.

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~~The~~NOTE ~~fair~~3 ~~value of the redeemable convertible preferred stock warrant liability was determined using the Black~~-~~Scholes~~ ~~option~~INVESTMENTS ~~pricing~~AND ~~model.~~FAIR ~~The~~VALUE ~~following assumptions were used to calculate the fair value of the redeemable convertible preferred stock warrant liability:~~ MEASUREMENTS

	As of
	October 31, 2025		January 31, 2025
Volatility	50.0	%	55.0	%
Risk-free interest rate	3.7	%	4.1	%
Expected term (in years)	2.9		3.9
Dividend yield	—	%	—	%

The following table presents the Company’s cash equivalents and investments on the consolidated balance sheets (in thousands):

Prior to the IPO, the redeemable convertible preferred stock warrant liability was recorded within other non-current liabilities on the condensed consolidated balance sheet as of January 31, 2025. Following the IPO, the redeemable convertible preferred stock warrant liability automatically converted to equity classified Class A common stock warrants recorded within additional paid-in capital on the condensed consolidated balance sheet as of October 31, 2025. Changes in fair value are recorded in gain (loss) on fair value adjustments on the accompanying condensed consolidated statements of operations for the three and nine months ended October 31, 2025 and 2024.


	As of April 30, 2026
	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Estimated Fair Value
Cash equivalents:
Money market funds	$	27,600	$	—	$	—	$	27,600
U.S. government and agency securities	5,478		—		—		5,478
Commercial paper	34,706		—		—		34,706
Total cash equivalents	67,784		—		—		67,784
Short-term investments:
U.S. government and agency securities	98,772		4		(135)		98,641
Commercial paper	15,836		—				15,836
Corporate bonds	47,785		2		(65)		47,722
Total short-term investments	162,393		6		(200)		162,199
Total cash equivalents and investments	$	230,177	$	6	$	(200)	$	229,983

Fair value measurements are highly sensitive to changes in these inputs; significant changes in these inputs would result in a significantly higher or lower fair value. The change in value of the redeemable convertible preferred stock warrant liability is summarized below (in thousands):


	As of January 31, 2026
	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Estimated Fair Value
Cash equivalents:
Money market funds	$	129,893	$	—	$	—	$	129,893

Commercial paper	40,758		—		—		40,758
Total cash equivalents	170,651		—		—		170,651
Short-term investments:
U.S. government and agency securities	103,458		38		—		103,496
Commercial paper	24,087		—		—		24,087
Corporate bonds	29,387		26		(2)		29,411
Total short-term investments	156,932		64		(2)		156,994
Total cash equivalents and investments	$	327,583	$	64	$	(2)	$	327,645

Balance as of January 31, 2025	427
Change in fair value	510
Reclassification to equity	(937)
Balance as of October 31, 2025	$	—

The Company’s investments consist of available-for-sale debt securities. The Company considers debt securities as available for use in current operations, including those with maturity dates beyond one year, and therefore classifies these securities as short-term investments on the condensed consolidated balance sheets. The Company included $0.9 million and $0.8 million of interest receivable within prepaid expenses and other current assets on the condensed consolidated balance sheets as of April 30, 2026 and January 31, 2026, respectively.

~~Embedded~~Gross ~~Derivative~~unrealized ~~Liability~~losses on the Company’s available-for-sale debt securities were not material as of April 30, 2026 and January 31, 2026. For investments with unrealized loss positions, the Company does not intend to sell these securities and it is more likely than not that the Company will hold these securities until maturity or a recovery of the cost basis.

The embedded derivative liability is bifurcated from the convertible notes issued in June 2020. In connection with the IPO, the convertible notes automatically converted into shares of Class A common stock, and the embedded derivative liability was extinguished. Refer to Note 7 — Debt for further information regarding the convertible notes and the conversion upon IPO. 20

Prior to the IPO, the fair value of the embedded derivative liability was computed using a combination of the income approach, the Black-Scholes option pricing model, a probability-weighted estimate of the time to conversion, and other Level 3 inputs. Significant management assumptions and estimates were involved in this determination. The significant unobservable inputs used in measuring the fair value of the embedded derivative liability include the following:

	As of
	January 31, 2025
Time to expiration (in years)	0.70 - 1.70
Time from conversion to maturity (in years)	0.65 - 1.65
Discount factor	9.0	%
Volatility	57.8% - 72.6%
Risk free rate	4.1% - 4.2%

The embedded derivative liability was measured at fair value immediately prior to the conversion of the convertible notes upon the completion of the IPO. The fair value of the embedded derivative liability immediately prior to the completion of the IPO was determined by comparing the fair value of the number

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As of ~~shares~~April 30, ~~issued~~2026, ~~upon~~there ~~the~~was ~~conversion~~no ofallowance ~~the~~for ~~convertible~~credit ~~notes~~losses atrelated ~~the~~to ~~IPO~~our ~~price~~available-for-sale todebt ~~the~~securities. ~~fair~~As ~~value~~ of April 30, 2026, the ~~number~~weighted-average remaining maturity of ~~shares~~our ~~that~~available-for-sale ~~would~~debt ~~have~~securities ~~been~~was ~~issued~~less ~~had~~than ~~the~~one ~~convertible~~year, ~~notes~~and ~~converted~~the atcontractual amaturities ~~$5 billion~~of ~~valuation~~our ~~cap~~available-for-sale atdebt asecurities ~~discount~~did tonot ~~the~~exceed ~~IPO~~24 ~~price~~months.

~~The~~Assets ~~change~~Measured inat ~~value~~Fair ofValue ~~the~~on ~~embedded~~a ~~derivative~~Recurring ~~liability is summarized below (in thousands):~~Basis

Balance as of January 31, 2025	$	59,820
Change in fair value	(25,150)
Extinguishment	(34,670)
Balance as of October 31, 2025	$	—

The following table presents the fair value hierarchy for the Company’s assets measured at fair value on a recurring basis based on the three-tier fair value hierarchy (in thousands):

Changes in fair value of the embedded derivative liability are recognized as a component of gain (loss) on fair value adjustments in the accompanying condensed consolidated statements of operations. The loss on extinguishment of the embedded derivative liability was recognized within the condensed consolidated statements of operations during the three months ended October 31, 2025 as a component of the loss on debt extinguishment related to the convertible notes. Refer to Note 7 — Debt for further information regarding the convertible notes.


	As of April 30, 2026
	Level 1		Level 2		Level 3		Total
Financial Assets
Cash equivalents:
Money market funds	$	27,600	$	—	$	—	$	27,600
U.S government and agency securities	—		5,478		—		5,478
Commercial paper	—		34,706		—		34,706
Short-term investments:
U.S. government and agency securities	—		98,641		—		98,641
Commercial paper	—		15,836		—		15,836
Corporate bonds	—		47,722		—		47,722
Total financial assets	$	27,600	$	202,383	$	—	$	229,983

Simple Agreements for Future Equity (SAFEs) and Common Stock Warrants


	As of January 31, 2026
	Level 1		Level 2		Level 3		Total
Financial Assets
Cash equivalents:
Money market funds	$	129,893	$	—	$	—	$	129,893

Commercial paper	—		40,758		—		40,758
Short-term investments:
U.S. government and agency securities	—		103,496		—		103,496
Commercial paper	—		24,087		—		24,087
Corporate bonds	—		29,411		—		29,411
Total financial assets	$	129,893	$	197,752	$	—	$	327,645

~~During~~As ~~the~~of ~~nine~~April 30, ~~months~~2026, ~~ended~~and ~~October~~January 31, ~~2025~~2026, weno ~~entered~~financial ~~into~~liabilities ~~SAFEs~~were ~~with~~measured ~~multiple~~at ~~investors.~~fair Invalue ~~connection~~on ~~with~~a ~~the~~recurring ~~IPO, the SAFEs automatically converted into shares of Class A common stock~~basis. ~~Refer to Note 7 — Debt for further information regarding the conversion features and terms of the SAFEs.~~

WeThere ~~issued~~were ~~common~~no ~~stock~~transfers ~~warrants~~between toLevel ~~investors~~1, ~~together~~Level ~~with~~2 ~~the~~or ~~SAFEs.~~Level ~~The~~3 ~~number~~fair ofvalue ~~shares~~hierarchy ~~issued~~categories ~~upon exercise~~ of ~~the~~financial ~~common~~instruments ~~stock~~during ~~warrants was determined based on a fixed percentage of~~ the ~~fully~~three ~~diluted~~months ~~capitalization~~ended ~~prior to the earliest to occur of (a) a deemed liquidation event~~April 30, ~~(b)~~2026 aor ~~liquidity event, and (c)~~ the ~~date~~year ofended ~~exercise.~~January ~~The SAFE warrants became exercisable for a fixed number of shares~~31, ~~were reclassified to equity, and were exercised for 1,216,187 shares of Class A common stock in connection with the IPO~~2026.

~~Prior~~Cash toEquivalents ~~the IPO, the SAFEs~~ and ~~common~~Short-term stock warrants were measured at fair value on a recurring basis, with changes in fair value recognized as a component of gain (loss) on fair value adjustments in the accompanying condensed consolidated statements of operations. The fair value of the SAFEs was computed using an income approach, and the primary significant unobservable input used in measuring the fair value of the SAFEs was the time until conversion. The fair value of the common stock warrants was computed using the probability weighted expected return method. The significant inputs used in measuring the fair value of the common stock warrants were the number of shares that would be issued upon exercise of the warrants, the time until conversion, and the discount for lack of marketability. Immediately prior to the IPO, the fair value of the SAFEs and common stock warrants were measured at fair value using the IPO price and fully diluted capitalization. Investments

The ~~following~~Company ~~table~~determines ~~presents~~the afair ~~summary~~value of ~~the~~its ~~changes~~cash inequivalents ~~the~~and ~~fair~~short-term ~~value~~investments ofbased on pricing from the ~~SAFEs~~Company’s service providers and ~~common~~market ~~stock~~prices ~~warrants~~from (industry-standard independent data providers. Such market prices may be quoted prices in ~~thousands~~active markets for identical assets (Level 1 inputs): or pricing determined using inputs other than quoted prices that are observable either directly or indirectly (Level 2 inputs), such as yield curves, volatility factors, credit spreads, default rates, broker and dealer quotes, as well as other relevant economic measures.

	SAFEs		Common stock warrants
Balance as of January 31, 2025	$	—	$	—
Additions in the period	127,300		27,700
Change in fair value	68,975		2,706
Reclassification to equity	—		(30,406)
Conversion	(196,275)		—
Balance as of October 31, 2025	$	—	$	—

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Other Financial Instruments

The fair value of other financial instruments that are not recognized at fair value on the balance sheet are presented below for disclosure purposes only. (in thousands):

	Fair Value Hierarchy	As of
		October 31, 2025		January 31, 2025
		April 30, 2026		January 31, 2026
Convertible notes	Level 3	$	—	$	359,200
Warehouse credit facility	Level 3	$	117,495	$	122,464
Warehouse credit facility	Level 3	$	155,728	$	210,995
ABL facility	Level 3	$	5,393	$	5,563
ABL facility	Level 3	$	30,440	$	—
Other debt	Level 3	$	311	$	618
Trade loan facility	Level 3	—		$	45,000
2022 promissory note	Level 3	—		$	179,932
Other debt	Level 3	$	1,479	$	933

NOTE 4 –- SUPPLEMENTAL FINANCIAL STATEMENT INFORMATION

Property, Equipment and Software, Net

Property, equipment and software, net consisted of the following (in thousands):

	As of
	October 31, 2025		January 31, 2025
	April 30, 2026		January 31, 2026
Capitalized software	$	3851,~~978~~634	$	4246,~~317~~126
Computers and equipment	7,~~708~~210		76,~~349~~868
Fixtures and fittings	3,~~568~~089		32,~~561~~976
Leasehold improvements	2,~~812~~771		2,~~779~~691
Construction in progress(1)	53,~~602~~476		26,~~960~~798
Property, equipment and software, gross	5868,~~668~~180		5865,~~966~~459
Less: accumulated depreciation	(2532,~~933~~042)		(2930,~~428~~431)
Property, equipment and software, net	$	3236,~~735~~138	$	2935,~~538~~028

________________

(1)Construction in progress consists of leasehold improvements and capitalized software development costs that have not been placed into service.

For the three months ended ~~October~~April 3130, ~~2025~~2026 and ~~2024~~2025, depreciation and amortization expense related to property, equipment and software was $45.60 million and $4.6 million, respectively. ~~For the nine months ended October 31, 2025 and 2024, depreciation and amortization expense related to property, equipment and software was $14.2 million and $14.9 million, respectively.~~ Included in these amounts was amortization expense for capitalized internal-use software costs of approximately $34.83 million and $3.96 million, respectively, for the three months ended ~~October~~April 3130, ~~2025~~2026 and ~~2024 and $11.2 million and $11.5 million for the nine months ended October 31,~~ 2025 ~~and 2024~~.

No impairment losses of long-lived assets, including property, equipment and software, and operating lease right-of-use (“ROU”) assets, were recognized during the ~~nine~~three months ended ~~October 31~~April 30, ~~2025~~2026 and ~~2024~~2025.

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Long-Lived Assets, Net

The following table presents long-lived assets, which includes property, equipment and software, net of depreciation and amortization, and operating lease ROU assets, by geographic region (in thousands):

	As of
	October 31, 2025		January 31, 2025
	April 30, 2026		January 31, 2026
United States	$	5859,~~316~~841	$	59,~~181~~470
United Kingdom	97,~~742~~814		109,~~633~~151
All other countries	6,301		7,730
All other countries(1)	10,460		9,837
Total long-lived assets, net	$	7478,~~359~~115	$	7778,~~544~~458

________________

~~Prepaid~~(1)No ~~Expenses~~individual ~~and~~country ~~Other~~within ~~Current~~All ~~Assets~~other countries comprises more than 10% of Total long-lived assets, net.

~~Prepaid expenses and other current assets consisted of the following (in thousands):~~22

	As of
	October 31, 2025		January 31, 2025
Prepaid expenses	$	20,624	$	16,965
Payment processor advances(1)	15,304		6,801
Tax receivable	3,035		3,196
Other current assets	21,098		8,666
Total prepaid expenses and other current assets	$	60,061	$	35,628

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________________

(1)Payment processor advances represent amounts prefunded to and held by payment processors in order to fund future customer spend.

Accrued Expenses and Other Current Liabilities

Accrued expenses and other current liabilities consisted of the following (in thousands):

	As of
	October 31, 2025		January 31, 2025
	April 30, 2026		January 31, 2026
Accrued compensation and employee benefits	$	3548,~~716~~244	$	2845,~~970~~119
Accrued payroll taxes related to stock-based compensation awards	28,651		—
Accrued expenses	29,805		25,842
Accrued expenses	31,866		27,354
Amounts due to travel suppliers(1)	58,120		77,290
Accrued deferred offering costs	4,031		—
Reward liability(2)	13,193		12,337
Amounts due to travel supply partners(1)	51,981		41,665
Customer deposits and collateral	25,813		26,357
Reward liability(2)	12,389		11,408
Indirect tax payable	7,490		6,404
Customer deposits and collateral	19,128		14,319
Accrued interest	752		781
Corporate tax payable	2,160		4,640
Other	1,882		3,123
Indirect tax payable	5,020		3,489
Total accrued expenses and other current liabilities	$	185,299	$	197,253
Early exercise liability	156		976
Accrued interest	1,349		2,642
Other	2,367		1,335
Total accrued expenses and other current liabilities	$	194,814	$	136,798

________________

(1)This balance represents the timing difference of when the Company charges customers for certain travel booking transactions, and when the balance is remitted to travel ~~supply~~suppliers ~~partners~~ or needs to be refunded.

(2)This balance represents both (i) Navan-funded rewards, which includes the ~~vested~~value ~~and~~of ~~unpaid~~earned rewards ~~earned~~we expect to be redeemed by users ofprior to expiration, and (ii) customer funded rewards, which are payments made by our platform. customers to fund future redemptions by their employees.

26Other Income, Net

~~Table~~The components of ~~Contents~~other income, net were as follows (in thousands):

Other Non-Current Liabilities


	Three Months Ended April 30,
	2026		2025
Foreign currency exchange gains (losses), net	$	(3,807)	$	7,921

Interest income	4,629		1,111
SAFE issuance costs expensed	—		(2,913)
Other, net	405		$	—
Total other income, net	$	1,227	$	6,119

~~Other~~NOTE ~~non~~5 -~~current~~ ~~liabilities~~GOODWILL ~~consisted~~AND ofOTHER ~~the~~INTANGIBLE ~~following (in thousands):~~ASSETS

	As of
	October 31, 2025		January 31, 2025
Loss contingency reserves(1)	$	8,205	$	8,120
Deferred tax liability	8,043		7,655
Taxes payable for unrecognized tax benefits	2,726		2,288
Redeemable convertible preferred stock warrant liability	—		427
NOW Scheme contingency payable(2)	4,229		3,806
Other non-current liabilities	754		653
Total other non-current liabilities	$	23,957	$	22,949

________________

(1)Loss contingency reserves consist of accruals related primarily to employment taxes.

(2)Refer to Note 12 — Commitments and Contingencies for further information on the NOW Scheme.

Other Income (Expense), Net

The components of other income (expense), net were as follows (in thousands):

	Three Months Ended October 31,				Nine Months Ended October 31,
	2025		2024		2025		2024
Foreign currency exchange gains (losses), net	$	(1,886)	$	(344)	$	5,737	$	(995)
Interest income	1,018		1,742		3,221		4,265
SAFE issuance costs expensed	—		—		(2,913)		—
Other, net	324		$	(376)	110		(295)
Total other income (expense), net	$	(544)	$	1,022	$	6,155	$	2,975

NOTE 5 – BUSINESS COMBINATION

Regent International S.R.L

On June 4, 2024, the Company acquired all outstanding stock of Regent International S.R.L. (“Regent”), a travel and event management company based in Rome, Italy for an aggregate purchase price of $7.9 million in cash. Of the aggregate purchase price, $6.6 million was paid at closing and the remaining $1.3 million was deferred. As of both October 31, 2025 and January 31, 2025, $0.7 million of cash payments remain unpaid.

The transaction is expected to increase the Company’s market share as a provider of travel, corporate card and expense management solutions in Italy and has been accounted for as a business combination. Acquisition costs related to the Regent acquisition were approximately $0.3 million and were expensed as incurred.

The purchase price was allocated to the following assets and liabilities: $11.8 million to current assets, $4.0 million to goodwill, $0.9 million to intangible assets for customer relationships, $0.4 million to other assets, $8.6 million to current liabilities, and $0.6 million to other liabilities.

Goodwill was primarily attributed to the assembled workforce and expanded market opportunities from the Regent acquisition. Of the goodwill from the Regent acquisition, $2.9 million is deductible for U.S. federal income tax purposes. The acquired customer relationships have an estimated useful life of eight years.

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The financial results of Regent are included in our condensed consolidated financial statements from the date of acquisition. The financial results and pro forma results of Regent from the date of acquisition are not material and are not separately presented.

NOTE 6 – GOODWILL AND OTHER INTANGIBLE ASSETS

Goodwill

The following ~~goodwill~~table ~~balance~~presents ~~as of October 31, 2025 and January 31, 2025, and~~ the ~~change~~changes ~~during~~in the ~~nine~~carrying ~~months~~value ~~ended~~of ~~October~~the ~~31,~~goodwill ~~2025~~balance ~~are as follows~~ (in thousands):

	Carrying Amount
Balance as of January 31, 2025	$	219,728
Balance as of January 31, 2026	$	241,309
Foreign currency translation impact	13(3,~~155~~775)
Balance as of October 31, 2025	$	232,883
Balance as of April 30, 2026	$	237,534

There were no impairments of goodwill recognized during the ~~nine~~three months ended ~~October~~April 3130, ~~2025~~2026 and ~~2024~~2025.

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Intangible Assets

Intangible assets consisted of the following (in thousands, except years data):

	As of October 31, 2025
	As of April 30, 2026
	Weighted-Average Remaining Life (Years)	Gross Carrying Amount		Accumulated Amortization		Net Amount
Trade names	14.5	$	46,055	$	(10,908)	$	35,147
Customer relationships	7.5	$	29,659	$	(11,714)	$	17,945
Customer relationships	8.0	29,206		(10,227)		18,979
Domain names	11.6	587		(134)		453
Domain names	12.1	587		(114)		473
Total intangible assets		$	30,246	$	(11,848)	$	18,398
Total intangible assets		$	75,848	$	(21,249)	$	54,599

	As of January 31, 2025
	As of January 31, 2026
	Weighted-Average Remaining Life (Years)	Gross Carrying Amount		Accumulated Amortization		Net Amount
Trade names	15.2	$	43,579	$	(8,601)	$	34,978
Customer relationships	7.7	$	29,978	$	(11,167)	$	18,811
Customer relationships	8.6	27,989		(7,921)		20,068
Domain names	11.8	587		(124)		463
Developed technology	0.3	507		(422)		85
Total intangible assets		$	30,565	$	(11,291)	$	19,274
Domain names	12.8	587		(85)		502
Total intangible assets		$	72,662	$	(17,029)	$	55,633

During the three months ended ~~October~~April 3130, ~~2025~~2026 and ~~2024~~2025, amortization expense related to intangible assets of $10.37 million and $1.32 million, respectively, was recorded in sales and marketing expense. ~~During~~and during the three months ended ~~October 31~~April 30, ~~2024~~2025, amortization expense ~~related to intangible assets~~ of $0.1 million was recorded in cost of revenue within the condensed consolidated ~~statement~~statements of operations. No amortization expense related to intangible assets was recorded in cost of revenue within the condensed consolidated statement of operation during the three months ended ~~October 31, 2025. During the nine months ended October~~April 3130, ~~2025 and 2024, amortization expense related to intangible assets of $3~~2026.8 million and $3.7 million, respectively, was recorded in sales and marketing expense, and $0.1 million and $0.2 million, respectively was recorded in cost of revenue within the condensed consolidated statements of operations.

28The expected future amortization expenses related to intangible assets as of April 30, 2026 were as follows (in thousands):


Year Ended January 31,	Amount
Remainder of 2027	$	2,024
2028	2,498
2029	2,480
2030	2,401
2031	2,163
Thereafter	6,832
Total	$	18,398

There were no impairments of intangible assets recognized during the three months ended April 30, 2026 and 2025.

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~~The~~NOTE ~~expected~~6 ~~future~~- ~~amortization expenses related to intangible assets as of October 31, 2025 were as follows (in thousands):~~DEBT

Year Ended January 31,	Amount
Remainder of 2026	$	1,271
2027	5,085
2028	4,885
2029	4,867
2030	4,789
Thereafter	33,702
Total	$54,599

There were no impairments of intangible assets recognized during the nine months ended October 31, 2025 and 2024.

NOTE 7 – DEBT

The Company had the following debt outstanding (in thousands):

	As of
	October 31, 2025		January 31, 2025
	April 30, 2026		January 31, 2026
Convertible notes	$	—	$	125,000
Warehouse credit facility	$	118,174	$	118,174
Warehouse credit facility	168,174		214,238
ABL facility	6,000		6,000
Trade loan facility	—		45,000
ABL facility	37,000		—
Notes payable:
2022 promissory note	—		150,000
Other debt	316		621
Other debt	1,459		968
Total notes payable	316		621
Total notes payable	1,459		150,968
Total principal amount of debt and borrowings	124,490		124,795
Total principal amount of debt and borrowings	206,633		535,206
Less: unamortized debt discount and issuance costs	—		—
Less: unamortized debt discount and issuance costs	—		(11,324)
Plus: accrued interest	—		—
Plus: accrued interest	—		94,056
Net carrying value of debt and borrowings	$	124,490	$	124,795
Net carrying value of debt and borrowings	$	206,633	$	617,938

Warehouse Credit Facility

In November 2022, Liquid Labs SPV, LLC (“Liquid Labs”), a wholly-owned subsidiary of the Company, entered into a loan agreement with a group of lenders for a revolving warehouse credit facility (“Warehouse Credit Facility”). Under the original terms of the agreement, the Warehouse Credit Facility had a maturity date of February 18, 2025, or earlier pursuant to the loan agreement, and had a total commitment amount of $200.0 million, consisting of a Class A facility and a Class B facility for $171.1 million and $28.9 million, respectively. The original terms also included a minimum utilization of 50% of the committed amount. Any unused portion of the Warehouse Credit Facility will bear interest at 0.5% per annum. The Warehouse Credit Facility was established to finance the Company’s corporate payments offering. Borrowings on the Warehouse Credit Facility bear interest at a floating rate based on SOFR plus an applicable margin, as defined by the loan agreement. ~~The Warehouse Credit Facility has a minimum utilization of 50% of the committed amount, and any unused portion of the Warehouse Credit Facility will bear interest at 0.5% per annum.~~ Borrowings under the Warehouse Credit Facility are secured by the corporate card receivables.

The Warehouse Credit Facility has been amended multiple times over the term to change the borrowing capacity and maturity date. InAs of April 30, ~~2025~~2026, wethe ~~executed~~term anof ~~amendment~~the toWarehouse ~~extend~~Credit Facility extends through February 18, 2028, the ~~term~~minimum utilization is 40% of the committed amount, and the borrowing capacity is $250.0 million.

29The Warehouse Credit Facility contains mandatory and optional redemption features upon an event of default and other potential additional interest provisions that are bifurcated and treated as embedded derivative liabilities under the accounting guidance ASC 815, Derivatives and Hedging. At inception of the Warehouse Credit Facility, and as of April 30, 2026 and January 31, 2026, the fair value of the embedded derivative liabilities was determined to be immaterial.

We incurred upfront commitment fees of $2.0 million for the Warehouse Credit Facility when the agreement was executed, an incremental $1.4 million upon the execution of various amendments in the year ended January 31, 2025, and an incremental $2.8 million upon the extension of the Warehouse Credit Facility during the year ended January 31, 2026. These upfront commitment fees were recorded as a deferred cost asset on the balance sheet and are amortized on a straight-line basis as incremental interest expense.

Borrowings and repayments under the Warehouse Credit Facility consisted of the following (in thousands):

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Warehouse Credit Facility through February 18, 2028. As of October 31, 2025, the borrowing capacity under the Warehouse Credit Facility is $250.0 million.


	Three Months Ended April 30,
	2026		2025
Borrowings	$	—	$	—
Repayments	$	—	$	16,100

~~The~~Interest ~~Warehouse~~expense ~~Credit~~related ~~Facility~~to ~~contains mandatory and optional redemption features upon an event of default and other potential additional interest provisions that are bifurcated and treated as embedded derivative liabilities under~~ the ~~accounting guidance ASC 815, Derivatives and Hedging. At inception of the~~ Warehouse Credit Facility, ~~and~~was as offollows ~~October 31,~~(in ~~2025, the fair value of the embedded derivative liabilities was determined to be immaterial.~~thousands):

We incurred upfront commitment fees of $2.0 million for the Warehouse Credit Facility when the agreement was executed, an incremental $1.4 million upon the execution of various amendments in the year ended January 31, 2025, and an incremental $2.8 million upon the extension of the Warehouse Credit Facility during the nine months ended October 31, 2025. These upfront commitment fees were recorded as a deferred cost asset on the balance sheet and are amortized on a straight-line basis as incremental interest expense.


	Three Months Ended April 30,
	2026		2025
Interest paid and payable	$	2,202	$	4,385
Amortization of debt issuance costs	342		339
Total interest expense	$	2,544	$	4,724

The ~~During~~Warehouse ~~the~~Credit ~~nine~~Facility ~~months~~contains ~~ended~~certain ~~October~~affirmative ~~31,~~or ~~2025~~negative ~~and 2024~~covenants, weincluding ~~drew~~maintaining ~~down~~certain anlevels ~~aggregate~~ of ~~$35.0~~minimum ~~million~~liquidity, ~~and~~maximum ~~$37.8 million~~leverage, ~~respectively.~~and ~~During~~minimum ~~the~~tangible ~~nine~~net ~~months~~worth. ~~ended~~As ~~October~~of 31April 30, ~~2025~~2026 and ~~2024~~January 31, 2026, we ~~repaid~~remain ~~$81.1~~in ~~million~~compliance ~~and~~with ~~$5.0~~the ~~million~~covenants of ~~Warehouse~~the ~~Credit~~loan ~~Facility, respectively~~agreement.

During the three months ended October 31, 2025 and 2024, we recognized $3.8 million and $6.1 million, respectively, of interest expense, comprised of $3.5 million and $5.7 million, respectively, of interest paid and payable, and $0.3 million and $0.4 million, respectively, for the amortization of debt issuance costs. During the nine months ended October 31, 2025 and 2024, we recognized $12.6 million and $17.5 million, respectively, of interest expense, comprised of $11.6 million and $16.5 million, respectively, of interest paid and payable, and $1.0 million and $1.0 million, respectively, for the amortization of debt issuance costs.

As of October 31, 2025 and January 31, 2025, we remain in compliance with the covenants of the loan agreement.

ABL Facility

In March 2025, the Company ~~executed~~entered into an asset-based lending revolving line of credit (the “ABL Facility”) with Citibank, N.A. (“Citibank”), as an agent for the lenders, which matures in March 2028. The ABL Facility has a borrowing limit of $100.0 million and incurs interest at SOFR plus 2.5%. Any unused portion of the ABL Facility will bear interest at 0.25% per annum. The available borrowings are based on eligible U.S. and UK travel receivables. Repayment is required if borrowings exceed stated limits. We may voluntarily prepay outstanding borrowings at any time without premium or penalty, other than customary breakage costs. We incurred fees of $1.6 million associated with entering into the ABL Facility, which are capitalized and amortized over the term.

~~As of October 31, 2025, the Company had a total outstanding balance of $37.0 million on the ABL Facility.~~ The ABL Facility contains certain affirmative or negative covenants including, among other things, restrictions on repurchases of stock, dividends, and other distributions. As of ~~October~~April 3130, ~~2025~~2026, we were in compliance with all covenants.

~~During~~Interest ~~the three months ended October 31, 2025, we recognized $0.8 million of interest~~ expense, ~~comprised~~related ofto ~~$0.7~~the ~~million~~ABL ofFacility ~~interest~~was ~~paid~~as ~~and~~follows ~~payable,~~(in ~~and $0.1 million for the amortization of debt issuance costs.~~thousands):

During the nine months ended October 31, 2025, we recognized $2.2 million of interest expense, comprised of $1.9 million of interest paid and payable, and $0.3 million for the amortization of debt issuance costs.


	Three Months Ended April 30,
	2026		2025
Interest paid and payable	$	142	$	490
Amortization of debt issuance costs	135		90
Total interest expense	$	277	$	580

3026

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Contractual principal payments

Future payments of principal associated with other notes payable are as follows (in thousands):

Fiscal Year	~~Amount~~		Amount
Remainder of 2026	$	1,055
Remainder of 2027			$	242
2027	335
2028			74
2028	69
2029			—
2029	—
2030			—
2030	—
2031			—
Thereafter	—		—
Total debt outstanding	$	~~1,459~~	$	316
Less: Notes payable, current	~~(1,329)~~		(316)
Notes payable, non-current	$	~~130~~	$	—

Convertible Notes

In June 2020, we issued convertible notes of $125.0 million in aggregate principal amount, net of $2.9 million in debt issuance costs, with an initial maturity of June 2025. During the year ended January 31, 2025, the holders exercised their option to extend the term of the convertible notes by two years from June 2025 to June 2027. Prior to conversion, interest accrued on the principal amount at an initial rate of 7.5% per annum and was added to the principal as payment in kind (“PIK”) interest and compounded semi-annually. Beginning in June 2022, the stated interest rate escalated 1.0% biannually to 12.5% per annum through maturity. The interest rate remained unchanged through the extended term. The convertible notes contained certain affirmative or negative covenants applicable to the Company, including, among other things, restrictions on repurchases of stock, dividends and other distributions.

The convertible notes also contained embedded features, including conversion options that were exercisable upon the occurrence of various contingencies. The conversion options involved a discount to the conversion price ranging from 20% to 35% that increased with the passage of time. The share-settled redemption features of the convertible notes represented embedded derivatives requiring bifurcation. We recorded the initial fair value of the embedded derivative liability of $43.1 million as a discount on the convertible notes’ face amount. ~~Refer to Note 3 — Fair Value Measurements for additional detail regarding the embedded derivative liability.~~ The debt discount was amortized to interest expense at an effective interest rate of 13.5% through the extended maturity date. If no conversion or settlement event was triggered prior to the notes’ maturity, the convertible notes would have been redeemed at a 12.5% internal rate of return (“IRR”). The 12.5% IRR payout at maturity was incorporated into the effective interest rate calculation.

AsIn ofconnection ~~January~~with ~~31,~~the ~~2025~~IPO, the convertible notes ~~were~~automatically ~~presented~~converted ~~within~~into ~~convertible~~12,827,963 ~~notes~~shares onof ~~the~~Class ~~condensed~~A ~~consolidated~~common ~~balance~~stock ~~sheets~~ at ~~their~~a ~~original~~35% ~~issuance~~discount ~~value~~to ~~plus~~the ~~PIK~~IPO ~~interest,~~price. ~~net~~The ofCompany ~~the~~recognized ~~unamortized~~an $84.1 million loss on the debt ~~discount~~extinguishment ~~and~~within ~~issuance~~the ~~costs,~~condensed ~~and~~consolidated ~~were~~statements ~~not~~of ~~marked~~operations toduring ~~fair~~the ~~value~~year atended ~~each~~January ~~reporting~~31, ~~period~~2026.

In connection with the IPO, the convertible notes automatically converted into 12,827,963 shares of Class A common stock at a 35% discount to the IPO price. The Company recognized an $84.1 million loss on the debt extinguishment. The loss on extinguishment of debt was recognized within the condensed consolidated statements of operations during the three months ended October 31, 2025.

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Interest expense related to the convertible notes was as follows (in thousands):

	Three Months Ended October 31,				Nine Months Ended October 31,
	2025		2024		2025		2024
Amortization of debt discount	$	509	$	1,076	$	1,327	$	5,684
Amortization of debt issuance costs	34		72		89		380
PIK interest	6,210		5,501		18,107		15,478
Total non-cash interest expense	$	6,753	$	6,649	$	19,523	$	21,542

SAFEs

During the ~~nine~~year ~~months~~ ended ~~October~~ January 31, ~~2025~~2026, we entered into SAFEs with multiple investors in exchange for cash proceeds ~~(the “Purchase Amount”)~~ of $155.0 million, with an interest rate of 12% per annum. We issued common stock warrants to investors together with the SAFEs. ~~Refer~~In toconnection ~~Note~~with 3the —issuance ~~Fair~~of ~~Value~~the ~~Measurements~~SAFEs ~~for~~and ~~further~~common ~~information~~stock ~~regarding~~warrants, ~~the~~we ~~common~~incurred ~~stock~~debt ~~warrants~~issuance costs of $2.9 million which were expensed when incurred and are presented within other income, net in the accompanying condensed consolidated statements of operations during the three months ended April 30, 2025.

We incurred debt issuance costs of $2.9 million in connection with the issuance of the SAFEs and common stock warrants, which were expensed when incurred and are presented within other income (expense), net in the accompanying condensed consolidated statements of operations.

In connection with the IPO, the SAFEs automatically converted into 7,851,008 shares of our Class A common stock at a 15% discount to the IPO price.

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Vista Facility

In February 2025, we entered into a credit agreement with VCP Capital Markets, LLC, under which we issued term loans to lenders in exchange for proceeds of $130.0 million, with a maturity date of February 24, 2030 (the “Vista Facility”). In connection with the Vista Facility, we issued warrants covering 486,588 shares of common stock. The principal amount accrued cash interest at a floating rate based on SOFR plus 5%, and PIK interest of 1.5%. Interest was payable every three months in arrears, and PIK interest was added to the principal balance and compounded every three months.

Upon closing of the Vista Facility, the common stock warrants had a fair value of $11.0 million which was recorded as a debt discount. We incurred $3.6 million of debt issuance costs, which were recorded as a reduction to the debt liability. The debt discount and debt issuance costs were amortized to interest expense at an effective interest rate of 12.8% over the term of the loan. The common stock warrants were recorded within the condensed consolidated balance sheets as additional paid-in capital.

In connection with the IPO, we paid $133.7 million to settle the Vista Facility and recognized a $13.3 million loss on the debt extinguishment. We did not incur a prepayment penalty under the terms of the facility because we prepaid the Vista Facility in connection with a qualified IPO. The loss on extinguishment of debt was recognized within the condensed consolidated statements of operations during the ~~three~~year ~~months~~ ended ~~October~~January 31, ~~2025~~2026. We were in compliance with all affirmative or negative covenants as of the settlement date. The common stock warrants issued in connection with the Vista Facility were net exercised for 486,005 shares of Class A common stock in connection with the IPO.

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Interest expense related to the Vista Facility was as follows (in thousands):

	Three Months Ended October 31,				Nine Months Ended October 31,
	2025		2024		2025		2024
Amortization of debt discount	$	436	$	—	$	1,108	$	—
Amortization of debt issuance costs	144		—		366		—
PIK interest	502		—		1,355		—
Cash interest	3,092		—		8,395		—
Total interest expense	$	4,174	$	—	$	11,224	$	—

Trade Loan Facility

In June 2024, the Company entered into a loan agreement with Citibank for an uncommitted revolving line of credit facility (“Trade Loan Facility”), which was subsequently amended in July 2024 with changes to certain legal requirements. The loan agreement provided for a credit facility of up to $45.0 million. Borrowings under the facility required repayment subject to the terms of each borrowing request, subject to a maximum term of 90 days. Borrowings on the Trade Loan Facility incurred interest on a floating rate based on SOFR plus 2%. Borrowings under the Trade Loan Facility were secured by the Company’s billed accounts receivables. During the nine months ended October 31, 2025, we paid $45.3 million to settle the Trade Loan Facility, comprised of $45.0 million for the outstanding balance and $0.3 million for interest. No balances remain outstanding as of October 31, 2025.

2022 Promissory Note

In September 2022, the Company issued a promissory note (the “2022 Promissory Note”) to a lender for $150.0 million with a maturity date of September 26, 2025. In conjunction with the 2022 Promissory Note, we issued 599,280 common stock warrants. Interest accrued on the principal amount at 11.5% per annum and was comprised of cash interest of 4% and PIK interest of 7.5%. Interest was payable quarterly in arrears and PIK interest was added to the principal balance and compounded on a quarterly basis. We had the option to prepay the 2022 Promissory Note at any time for a prepayment amount equal to the greater of: (a) 1.3 times the original promissory note amount of $150.0 million, plus any unpaid interest and expenses then accrued and unpaid as of such date, and (b) the aggregate principal amount as of such date, plus any unpaid interest and expenses then accrued and unpaid as of such date.

At issuance of the 2022 Promissory Note, the fair value of the common stock warrants was $11.8 million and was recorded as a debt discount. Debt issuance costs were approximately $0.1 million, consisting of advisor fees, legal fees, and other related expenses. Both amounts were recorded as a reduction of the carrying amount of the debt liability. The debt discount and debt issuance costs were amortized to interest expense at an effective interest rate of 14.5% over the term of the loan. The common stock warrants were subsequently exercised during the year ended January 31, 2023.

In February 2025, we paid $198.1 million to settle the 2022 Promissory Note and recognized a $20.5 million loss on the debt extinguishment. The loss on extinguishment of debt is recognized within the condensed consolidated statements of operations. We were in compliance with all affirmative or negative covenants as of the settlement date.

33Trade Loan Facility

In June 2024, the Company entered into a loan agreement with Citibank for an uncommitted revolving line of credit facility (“Trade Loan Facility”), which was subsequently amended in July 2024 with changes to certain legal requirements. The loan agreement provided for a credit facility of up to $45.0 million. Borrowings under the facility required repayment subject to the terms of each borrowing request, subject to a maximum term of 90 days. Borrowings on the Trade Loan Facility incurred interest on a floating rate based on SOFR plus 2%. Borrowings under the Trade Loan Facility were secured by the Company’s billed accounts receivables. In March 2025, we paid $45.3 million to settle the Trade Loan Facility,

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~~Interest~~comprised ~~expense~~of ~~related~~$45.0 million tofor the ~~2022~~outstanding ~~Promissory~~balance ~~Note~~and ~~was~~$0.3 million for interest. No balances remain outstanding as ~~follows~~of ~~(in~~April 30, ~~thousands):~~2026 or January 31, 2026.

	Three Months Ended October 31,				Nine Months Ended October 31,
	2025		2024		2025		2024
Amortization of debt discount	$	—	$	1,084	$	298	$	2,998
Amortization of debt issuance costs	—		9		3		25
PIK interest	—		3,254		839		9,515
Cash interest	—		1,736		448		5,076
Total interest expense	$	—	$	6,083	$	1,588	$	17,614

NOTE 7 - VARIABLE INTEREST ENTITIES

NOTE 8 – VARIABLE INTEREST ENTITIES

VIEs are legal entities that lack sufficient equity to finance their activities without future subordinated financial support. We consolidate the assets and liabilities of VIEs in which we hold a variable interest and are the primary beneficiary.

Liquid Labs

In August 2022, we created Liquid Labs, a Delaware limited liability company, with the Company as the sole shareholder. Liquid Labs was established to facilitate the funding of the corporate card offering by purchasing receivables from the Company using proceeds from the Warehouse Credit Facility. Refer to Note 76 — Debt for further information on the Warehouse Credit Facility.

The Company is a limited guarantor of certain obligations of Liquid Labs related to the Warehouse Credit Facility. During the periods presented, the Company has not provided financial support to Liquid Labs. Under the Warehouse Credit Facility, Liquid Labs pledges corporate card receivables purchased from the Company as collateral.

We have determined Liquid Labs is a VIE as the equity at risk is not sufficient to finance Liquid Labs’ operations. As the sole shareholder and holder of 100% of the equity investment in the entity, we consolidate Liquid Labs as we are the primary beneficiary.

Pursuant to the contractual arrangements with Liquid Labs, the Company has the power to direct activities of the VIE and can have assets transferred freely out of the VIE without any restrictions. Therefore, we have determined that there is no asset of the consolidated VIE that can be used only to settle obligations of the VIE. The creditors of the consolidated VIE do not have recourse to the Company other than to the assets of the consolidated VIE. As a result, the material liabilities of the VIE are separately presented within the condensed consolidated balance sheets.

34The following table presents the carrying amounts of Liquid Labs’ assets and liabilities included in our condensed consolidated balance sheets (in thousands):

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	As of
	April 30, 2026		January 31, 2026
Balance Sheet Data of Liquid Labs
Restricted cash, current	$	5,066	$	7,142
Corporate card receivables(1)	$	210,158	$	199,249
Prepaid expenses and other current assets	$	1,287	$	1,281
Other non-current assets	$	1,068	$	1,388
Accrued expenses and other current liabilities	$	742	$	8,560
Warehouse Credit Facility	$	118,174	$	118,174

The carrying amounts of Liquid Labs’ assets and liabilities included in our condensed consolidated balance sheets are summarized below (in thousands):

	As of
	October 31, 2025		January 31, 2025
Balance Sheet Data of Liquid Labs
Restricted cash, current	$	16,205	$	57,535
Corporate card receivables(1)	$	192,942	$	158,124
Prepaid expenses and other current assets	$	1,281	$	1,001
Other non-current assets	$	1,708	$	83
Accrued expenses and other current liabilities	$	1,239	$	1,552
Warehouse Credit Facility	$	168,174	$	214,238

________________

(1)Corporate card receivables as of ~~October~~April 3130, ~~2025~~2026 and January 31, ~~2025~~2026 represent pledged customer receivables from Navan, Inc. to Liquid Labs.

~~NOTE 9 – EQUITY INCENTIVE PLANS~~29

2015 Equity Incentive Plan and 2025 Equity Incentive Plan

In September 2025, the Company’s Board of Directors (the “Board of Directors”) adopted, and in October 2025, the stockholders approved, the 2025 Equity Incentive Plan (the “2025 Plan”). The 2025 Plan became effective upon the effectiveness of the registration statement for the Company’s IPO. No further grants will be made under the Company’s 2015 Equity Incentive Plan (the “2015 Plan” and together with the 2025 Plan, the “Plans”). The 2025 Plan provides for the grant of incentive stock options to employees, including employees of any parent or subsidiary, and for the grant of non-qualified stock options, stock appreciation rights, restricted stock awards, restricted stock unit awards, performance awards and other forms of awards to employees, directors, and consultants, including employees and consultants of our affiliates.

In connection with the IPO, the Board of Directors and the Company’s stockholders approved up to 82,887,502 shares of Class A common stock to be reserved for issuance under the 2025 Plan, consisting of 35,000,000 new shares plus up to 47,887,502 shares underlying outstanding awards granted under our 2015 Plan that may become available for issuance under the 2025 Plan from time to time that, after the date the 2025 Plan became effective, are either not issued (due to the awards expiring or being settled in cash), are forfeited or repurchased due to failure to vest, or are withheld to satisfy the exercise, strike, or purchase price or tax withholding obligations. In addition, subject to any capitalization adjustments made as provided under the 2025 Plan, the aggregate number of shares authorized for issuance will automatically increase on the first day of each fiscal year for a period of ten years commencing on the first day of the fiscal year ending January 31, 2027 and ending on (and including) the first day of the fiscal year ending January 31, 2036, in an amount equal to 5% of the total number of shares of common stock of the Company outstanding on the last day of the preceding fiscal year; provided, however, that the Board of Directors may act prior to the first day of a given fiscal year to provide that the increase for that fiscal year will be a lesser number of shares.

As of October 31, 2025, 38,567,992 shares of Class A common stock remain available for issuance under the 2025 Plan.

The exercise price of options granted under the Plans must be at least equal to 100% of the fair value of the Company’s common stock at the date of grant as determined by the Board of Directors. During the nine months ended October 31, 2025, no options have been granted to purchase stock at a price less than its fair value as determined by the Board of Directors at the time of grant.

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~~Early~~NOTE ~~Exercise~~8 of Common Stock — Certain stock options granted under the 2015 Plan provide option holders the right to elect to exercise unvested options in exchange for shares of common stock. Such unvested shares of common stock are subject to a repurchase right held by the Company at the original issuance price in the event the optionee’s service to the Company is terminated either voluntarily or involuntarily. The repurchase right lapses as the underlying shares vest. The proceeds from the early exercise of stock options are treated as a refundable deposit and are recorded within accrued expenses and other liabilities on the condensed consolidated balance sheets, and reclassified to additional paid-in ~~capital as the Company~~STOCKHOLDERS’s repurchase right lapses. Common stock purchased pursuant to an early exercise of stock options is not deemed to be outstanding for accounting purposes until those shares vest. The Company includes unvested shares subject to repurchase in the number of shares of common stock outstanding in the condensed consolidated balance sheets and statements of redeemable convertible preferred stock and stockholders’ deficit.EQUITY

As of October 31, 2025 and January 31, 2025, there were 9,543 and 49,761 shares, respectively, subject to repurchase due to early exercises and the corresponding liability was $0.2 million and $1.0 million respectively.

Stock Options — Options granted under the Plans continue to vest until the last day of employment and generally vest over four years and expire 10 years from the date of grant. The fair value of the stock options granted was estimated using the following assumptions in the Black-Scholes option pricing model:

	Three Months Ended October 31,				Nine Months Ended October 31,
	2025		2024		2025		2024
Expected volatility	56.40% - 56.68%		58.75% - 59.27%		56.40% - 58.49%		58.75% - 60.19%
Risk-free interest rate	3.79% - 3.97%		3.86% - 3.88%		3.79% - 4.07%		3.86% - 4.60%
Expected term (in years)	6.02 - 6.08		5.49 - 6.02		5.23 - 6.08		5.41 - 6.06
Expected dividend yield	—	%	—	%	—	%	—	%

Fair Value of Common Stock — Given the absence of a public trading market prior to the IPO, the fair value of the Company’s common stock was previously determined by the Board of Directors based on a number of factors, including contemporaneous valuations of common stock performed by an unrelated valuation specialist, developments in the business and stage of development, the Company’s operational and financial performance and condition, issuances of redeemable convertible preferred stock and the rights and preferences of redeemable convertible preferred stock relative to common stock, current condition of capital markets and the likelihood of achieving a liquidity event, such as an initial public offering or sale of the Company, and the lack of marketability of the Company’s common stock. For financial reporting purposes, the Company considered the amount of time between the valuation date and the grant date to determine whether to use the latest common stock valuation or a straight-line interpolation between the two valuation dates. The determination included an evaluation of whether the subsequent valuation indicated that any significant change in valuation had occurred between the previous valuation and the grant date.

Dividend Yield — The Company has never declared or paid any cash dividends and does not presently plan to pay cash dividends in the foreseeable future and applied an expected dividend yield of zero.

Risk-Free Interest Rate — The risk-free interest rate is based on the yield available on U.S. Treasury zero-coupon issues with a term that approximates the expected term of the option.

Expected Volatility — The volatility is derived from the average historical stock volatilities of peer group public companies that the Company considers to be comparable to its business over a period equivalent to the expected term of the stock-based grants.

Expected Term — The expected term represents the period that stock-based awards are expected to be outstanding. Since the Company did not have sufficient historical information to develop reasonable

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expectations about future exercise behavior, the expected term for options issued to employees was calculated as the mean of the option vesting period and contractual term (the “Simplified Method”). The expected term for options issued to non-employees is the contractual term.

Stock Option Modifications — During the nine months ended October 31, 2025 , the Company modified certain stock option awards in connection with the termination of two former employees to extend the post-termination exercise period. The Company measured the modification charge as the difference between the fair value of the modified awards and the fair value of the original awards immediately prior to the modification. The incremental fair value associated with the modified awards during the nine months ended October 31, 2025 was $0.3 million, which was recognized at the modification date.

The following table summarizes stock option activity for the nine months ended October 31, 2025 (in thousands, except price per share, share and years data):

	Number of Stock Options Outstanding	Weighted-Average Exercise Price per Share		Weighted- Average Remaining Contractual Life (Years)	Aggregate Intrinsic Value
Balance as of January 31, 2025	40,971,097	$	12.80	7.0	$	402,471
Granted	3,571,419	$	23.35
Exercised	(2,894,372)	$	8.19		$	48,309
Cancelled/forfeited/expired	(1,908,822)	$	16.41
Balance as of October 31, 2025	39,739,322	$	13.90	6.4	$	253,242
Vested and expected to vest as of October 31, 2025	39,739,322	$	13.90	6.4	$	253,242
Exercisable as of October 31, 2025	29,397,559	$	12.12	5.6	$	239,926

The weighted-average grant date fair value of options granted during the nine months ended October 31, 2025 and 2024, was $13.76 and $11.62 per share, respectively. The intrinsic value of options exercised for the nine months ended October 31, 2025 and 2024 was $48.3 million and $3.1 million, respectively. The aggregate grant-date fair value of options that vested during the nine months ended October 31, 2025 and 2024, was $51.3 million and $118.0 million, respectively. As of October 31, 2025, there was approximately $108.1 million of unrecognized compensation cost related to unvested stock options granted, which is expected to be recognized over a weighted-average period of 2.3 years.

Restricted Stock Units with Performance Conditions

The Company has granted RSUs that vest upon the satisfaction of both time-based service and performance-based conditions. The time-based service condition for these RSUs is generally four years. The performance-based vesting condition was satisfied in connection with the Company’s IPO. Upon employee termination, RSUs that have satisfied the service condition remain outstanding until the earlier of a liquidity event or the expiration date, which is 10 years from the date of grant.

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The following table summarizes the activity related to RSUs with performance-based conditions for the nine months ended October 31, 2025:

	Number of Shares Subject to RSUs	Weighted-Average Grant Date Fair Value
Unvested balance as of January 31, 2025	4,551,847	$	20.14
Granted	4,549,447	$	24.09
Forfeited	(609,793)	$	20.63
Vested	(1,643,459)	$	19.00
Unvested and outstanding as of October 31, 2025	6,848,042	$	22.99

The performance-based vesting condition was satisfied upon the effective date of our registration statement on Form S-1 in connection with our IPO. On that date, we recorded cumulative stock-based compensation expense of $81.8 million using the accelerated attribution method for RSUs for which the service-based vesting condition had been fully or partially satisfied prior to the IPO. Of the total cumulative stock-based compensation expense of $81.8 million, we capitalized $0.9 million related to software development. As of October 31, 2025, there was approximately $108.2 million of unrecognized stock-based compensation expense related to RSUs with performance-based vesting conditions that have not met the service condition, which is expected to be recognized over a weighted-average period of 3.4 years.

Restricted Stock Units with Service-Only Conditions

The following table summarizes the activity related to RSUs with service-only conditions for the nine months ended October 31, 2025:

	Number of Shares Subject to RSUs	Weighted-Average Grant Date Fair Value
Unvested balance as of January 31, 2025	102,000	$	22.38
Granted	1,715,807	$	24.55
Forfeited	(23,166)	$	23.39
Vested	(25,500)	22.38
Unvested balance as of October 31,	1,769,141	$	24.47
Vested and not yet settled	25,500	$	22.38
Outstanding as of October 31, 2025	1,794,641	$	24.44

During the nine months ended October 31, 2025, the Company recognized $2.9 million of stock-based compensation expense for RSUs with service-only vesting conditions. As of October 31, 2025, there was approximately $41.0 million of unrecognized compensation cost related to these unvested RSUs, which is expected to be recognized over a weighted-average period of 3.7 years.

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Stock-based Compensation Expense

Stock-based compensation is included in the following components of expenses within the condensed consolidated statements of operations (in thousands):

	Three Months Ended October 31,				Nine Months Ended October 31,
	2025		2024		2025		2024
Cost of revenue	$	6,131	$	1,683	$	8,033	$	3,525
Research and development	24,955		9,562		39,326		23,181
Sales and marketing	27,863		5,426		35,601		13,040
General and administrative	40,233		7,903		52,131		19,741
Total stock-based compensation expense, net of amounts capitalized	$	99,182	$	24,574	$	135,091	$	59,487
Capitalized stock-based compensation	2,127		686		3,522		1,782
Total stock-based compensation cost	$	101,309	$	25,260	$	138,613	$	61,269

2025 Employee Stock Purchase Plan

The Board of Directors adopted, and the Company's stockholders approved, the 2025 Employee Stock Purchase Plan (the “2025 ESPP”), which became effective in connection with the IPO. A total of 5,000,000 shares of Class A common stock were initially reserved for sale under the 2025 ESPP. The number of shares of our Class A common stock reserved for issuance will automatically increase on the first day of each of our 2027 through 2036 fiscal years, by the lesser of (i) 1% of the total number of shares of all classes of our common stock outstanding on the last day of the previous fiscal year or (ii) 5,000,000 shares; provided that before the date of any such increase, the 2025 ESPP’s administrator may determine that such increase will be less than such amount.

Subject to any limitations contained therein, the 2025 ESPP allows eligible employees to contribute (in the form of payroll deductions or otherwise to the extent permitted by the administrator) an amount established by the administrator from time to time in its discretion to purchase common stock at a discounted price per share. As of October 31, 2025 no shares have been purchased under the 2025 ESPP.

NOTE 10 – STOCKHOLDERS’ EQUITY (DEFICIT)

Redeemable Convertible Preferred Stock

Immediately prior to the completion of the Company’s IPO, all of the Company’s then-outstanding shares of redeemable convertible preferred stock were automatically converted into 146,599,125 shares of voting common stock and, in connection with the IPO, all shares of voting common stock underlying the redeemable convertible preferred stock were reclassified into an equivalent number of shares of Class A common stock.

In connection with the Company’s IPO, the Restated Certificate became effective, which authorized the issuance of 20,000,000 shares of preferred stock with a par value of $0.00000625 per share with rights and preferences, including voting rights, designated from time to time by the Board of Directors.

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The following tables summarize the Company’s outstanding redeemable convertible preferred stock (collectively, the “Preferred Stock”, as of January 31, 2025 and prior to the completion of the Company’s IPO, (in thousands, except price per share amounts and share data)):

	As of January 31, 2025
	SharesAuthorized	Shares Issued and Outstanding	Original Issuance Price Per Share		LiquidationAmount		Carrying Value
Series Seed	16,934,856	16,934,839	$	0.25	$	4,181	$	4,729
Series A	20,382,688	20,382,673	0.50		10,125		10,288
Series A-1	21,353,147	21,353,143	0.59		12,500		12,670
Series B	27,505,170	27,465,006	1.87		51,225		51,153
Series C	21,158,278	19,770,427	7.21		142,454		142,398
Series C-1	1,387,848	1,387,848	7.21		10,000		9,996
Series D	12,592,724	12,592,720	22.23		279,917		279,676
Series E	13,859,852	13,859,845	26.12		362,000		361,700
Series F	8,501,429	8,501,424	32.35		275,000		274,827
Series G	8,010,956	2,670,319	37.45		100,000		99,794
Series G-1	5,340,637	1,441,963	37.45		54,000		53,890
	157,027,585	146,360,207			$	1,301,402	$	1,301,121

As of October 31, 2025, there were no shares of redeemable convertible preferred stock issued and outstanding.

Common Stock

In connection with the IPO, the Company adopted an amended and restated certificate of incorporation and amended and restated bylaws, which became effective immediately prior to the completion of the IPO and authorized 2,070,000,000 shares of capital stock, consisting of: (a) 2,050,000,000 shares of Common Stock divided into two series with (i) 2,000,000,000 shares of the Common Stock being a series designated as Class A common stock and (ii) 50,000,000 shares of the Common Stock being a series designated as Class B common stock; and (b) 20,000,000 shares of undesignated preferred stock. In addition, all outstanding shares of the Company’s redeemable convertible preferred stock automatically converted into 146,599,125 shares of Class A common stock.

The rights of the holders of Class A common stock and Class B common stock are identical, except with respect to voting and conversion rights. Each share of Class A common stock is entitled to one vote per share. Each share of Class B common stock is entitled to 30 votes per share and is convertible into one share of Class A common stock.

The holders of both Class A and Class B common stock are entitled to receive dividends pro rata, on an equal priority, pari passu basis whenever funds are legally available therefor and when, as, and if declared by the Board of Directors.

40Common stock reserved for issuance as of April 30, 2026 and January 31, 2026 are presented as follows:


	As of
	April 30, 2026	January 31, 2026

Stock options issued and outstanding	37,455,860	39,283,485
RSUs issued and outstanding	18,806,310	9,311,201
Shares of common stock available for future grants	39,206,459	37,811,841
Shares available for issuance under the 2025 Employee Stock Purchase Plan ("ESPP")	7,491,747	5,000,000


Total common stock reserved for issuance	102,960,376	91,406,527

Stock Options

Stock options granted continue to vest until the last day of employment and generally vest over 4 years and expire 10 years from the date of grant.

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~~Common~~The following table presents stock ~~reserved~~option activity for ~~issuance~~the asthree ofmonths ~~October~~ended April 3130, ~~2025~~2026 ~~and~~(in ~~January 31~~thousands, ~~2025~~except ~~are~~price ~~summarized~~per asshare, ~~follows~~share and years data):

	As of
	Number of Stock Options Outstanding	Weighted-Average Exercise Price per Share		Weighted- Average Remaining Contractual Life (Years)	Aggregate Intrinsic Value
	October 31, 2025	January 31, 2025
Balance as of January 31, 2026	39,283,485	$	13.91	5.7	$	55,743
Redeemable convertible preferred stock	—	146,360,207
Granted	1,010,099	$	9.97
Stock options issued and outstanding	39,739,322	40,971,097
Exercised	(2,451,289)	$	6.64		$	16,981
RSUs issued and outstanding	8,642,683	4,653,847
Cancelled/forfeited/expired	(386,435)	$	16.74
Shares of common stock available for future grants	38,567,992	5,486,445
Balance as of April 30, 2026	37,455,860	$	14.25	5.7	$	145,849
Redeemable convertible preferred stock warrants	—	40,160
Vested and expected to vest as of April 30, 2026	37,455,860	$	14.25	5.7	$	145,849
Common stock warrants	40,160	—
Exercisable as of April 30, 2026	30,776,070	$	13.32	5.3	$	135,182
Total common stock reserved for issuance	86,990,157	197,511,756

~~NOTE~~For 11the three months ended April 30, 2026, the weighted-average ~~INCOME~~grant ~~TAXES~~date fair value of options granted was $5.94 per share, the intrinsic value of options exercised was $17.0 million, and the aggregate grant-date fair value of options that vested was $16.2 million. For the three months ended April 30, 2025, the weighted-average grant date fair value of options granted was $13.50 per share, the intrinsic value of options exercised was $2.5 million, and the aggregate grant-date fair value of options that vested was $21.3 million. As of April 30, 2026, there was approximately $77.8 million of unrecognized compensation cost related to unvested stock options granted, which is expected to be recognized over a weighted-average period of 1.9 years.

Restricted Stock Units

The Company has granted RSUs that vest either upon the satisfaction of a time-based service condition, or upon the satisfaction of both a time-based service and performance condition. The time-based service condition for these RSUs is generally four years. The performance-based vesting condition was satisfied in connection with the Company’s IPO.

The following table presents the activity related to RSUs for the three months ended April 30, 2026:


	Number of Shares Subject to RSUs	Weighted-Average Grant Date Fair Value








Unvested balance as of January 31, 2026	9,311,201	$	22.23
Granted	10,915,113	$	14.96
Forfeited	(474,657)	$	22.71
Vested	(945,347)	$	22.03
Unvested and outstanding as of April 30, 2026	18,806,310	$	18.01

As of April 30, 2026, there was approximately $269.7 million of unrecognized compensation cost related to unvested RSUs, which is expected to be recognized over a weighted-average period of 3.6 years.

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Stock-based Compensation Expense

Stock-based compensation is included in the following components of expenses within the condensed consolidated statements of operations (in thousands):


	Three Months Ended April 30,
	2026		2025
Cost of revenue	$	1,720	$	1,047
Research and development	10,964		6,898
Sales and marketing	8,255		3,595
General and administrative	16,373		5,720
Total stock-based compensation expense, net of amounts capitalized	$	37,312	$	17,260
Capitalized stock-based compensation	1,074		570
Total stock-based compensation cost	$	38,386	$	17,830

During the three months ended April 30, 2026, the Company modified certain stock option awards for certain employees to extend the post-termination exercise period. The Company measured the modification charge as the difference between the fair value of the modified awards and the fair value of the original awards immediately prior to the modification. The incremental fair value associated with the modified awards during the three months ended April 30, 2026 was $1.1 million, which was recognized at the modification date.

NOTE 9 - INCOME TAXES

The Company's provision for income tax expense and the effective tax rates are as follows (in thousands, except percentages):

	Three Months Ended October 31,						Nine Months Ended October 31,
	Three Months Ended April 30,
	2025			2024			2025			2024
	2026			2025
Income Tax Provision	$	~~3,465~~802		$	54,~~169~~482		$	~~11,508~~		$	~~9,465~~
Effective Tax Rate	(14.61)		%	(147.19)		%	~~(3.7)~~		%	~~(7.6)~~		%

The Company’'s tax provision for ~~income taxes for~~ interim periods is determined using an estimated annual effective tax rate (“"ETR”"), adjusted for discrete items arising in the relevant period. In each quarter, the Company updates their estimated annual ETR and makes a year-to-date calculation of the provision.

The Company’s provision for income taxes was $30.58 million and $54.25 million, for the three months ended ~~October 31~~April 30, ~~2025~~2026 and ~~2024, respectively. The Company's provision for income taxes was $11.5 million and $9.5 million, for the nine months ended October 31,~~ 2025 ~~and 2024~~, respectively.

The effective tax rates for the three ~~and nine~~ months ended ~~October 31~~April 30, ~~2025~~2026 and ~~2024~~2025 differed from the federal statutory tax rate primarily due to the Company’s full valuation allowance on U.S. federal and certain state deferred tax assets, partially offset by foreign income taxed at rates higher than the U.S. statutory rate.

OnThe ~~July~~Company 4,has ~~2025,~~evaluated ~~the~~all ~~U.S.~~available ~~government~~evidence, ~~enacted~~both ~~The~~positive ~~One~~and ~~Big~~negative, ~~Beautiful~~including ~~Bill~~historical ~~Act~~levels of ~~2025~~income ~~which~~and ~~includes,~~expectations ~~among~~and ~~other~~risks ~~provisions,~~associated ~~changes~~with toestimates ~~the~~of ~~U.S.~~future ~~corporate~~taxable income, ~~tax~~and ~~system~~has todetermined ~~allow~~that ~~for~~it ~~the~~is ~~immediate~~more ~~expensing~~likely ofthan ~~qualifying~~not ~~research~~that ~~and~~its ~~development~~net ~~expenses~~deferred ~~and~~tax ~~permanent~~assets ~~extensions~~will ofnot ~~certain~~be ~~provisions~~realized ~~within~~in the ~~Tax~~United ~~Cuts and Jobs Act~~States. ~~Certain~~As ~~provisions~~of ~~are~~April 30, ~~effective~~2026, ~~for~~ the Company ~~beginning~~continues ~~fiscal~~to ~~2026,~~maintain ~~for~~valuation ~~which~~allowances weagainst doits ~~not~~U.S. ~~anticipate~~federal, acertain ~~material~~states ~~impact on our effective tax~~ and ~~cash~~certain ~~tax~~foreign ~~rates.~~deferred ~~The Company is continuing to evaluate the future impact of these~~ tax ~~law changes on its financial statements~~assets.

The Company ~~has~~is ~~evaluated~~subject ~~all~~to ~~available~~income ~~evidence,~~tax ~~both~~audits ~~positive~~in ~~and~~the ~~negative,~~U.S. ~~including~~and ~~historical~~foreign ~~levels~~jurisdictions. ofThe ~~income~~Company ~~and~~records ~~expectations~~liabilities ~~and~~related ~~risks~~to ~~associated~~uncertain ~~with~~tax ~~estimates~~positions ofand ~~future~~believes ~~taxable~~that ~~income,~~it ~~and~~ has ~~determined~~provided ~~that~~adequate itreserves isfor ~~more~~income ~~likely~~tax ~~than~~uncertainties ~~not~~in ~~that~~all ~~its~~open ~~net~~tax ~~deferred~~years. ~~tax~~It ~~assets~~is ~~will~~reasonably ~~not~~possible bethat ~~realized.~~there Ascould ofbe ~~October 31,~~changes ~~2025,~~to the ~~Company~~amount ~~continues~~of touncertain ~~maintain~~tax ~~valuation~~positions ~~allowances~~due ~~against~~to ~~its~~activities ~~U.S.~~of ~~federal,~~the ~~certain~~taxing ~~states~~authorities, ~~and~~settlement ~~certain~~of ~~foreign~~audit ~~deferred~~issues, ~~tax assets~~

The Company is subject to income tax audits in the United States and foreign jurisdictions. The Company records liabilities related to uncertain tax positions and believes that it has provided adequate reserves for income tax uncertainties in all open tax years. It is reasonably possible that there could be changes to the amount of uncertain tax positions due to activities of the taxing authorities, settlement of 32

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~~audit issues,~~ reassessment of existing uncertain tax positions, or the expiration of applicable statutes of limitations; however, the Company is not able to estimate the impact of these items at this time.

NOTE 1210 - COMMITMENTS AND CONTINGENCIES

Purchase Obligations

In the normal course of business, the Company enters into non-cancelable purchase commitments with various parties primarily related to the purchase of cloud hosting arrangements and software subscriptions. The following table ~~below~~ presents the summarized purchase obligations as of ~~October~~April 3130, ~~2025~~2026 (in thousands):

Payments Due By Period as of October 31, 2025

Payments Due By Period as of April 30, 2026

Total

Less than 1 Year

1 - 3 Years

3 - 5 Years

More than 5 Years

Purchase obligations

$37,685

~~38,672~~

$18,847

~~17,661~~

$18,838

~~18,961~~

$—

~~2,050~~

$—

—

Litigation

InThe ~~the~~Company ~~ordinary~~is ~~course~~currently ofinvolved ~~business~~in, ~~the~~and ~~Company~~ may bein ~~subject~~the ~~from~~future ~~time~~be toinvolved ~~time~~in, tolegal ~~various~~proceedings ~~litigation~~ and administrative proceedings, disputes or claims. InThe ~~the event that the~~ Company ~~becomes~~records a ~~party to litigation in the future, the Company will record a~~ liability when a loss is considered probable and the amount can be reasonably estimated. For legal proceedings for which there is a reasonable possibility of loss (meaning those losses for which the likelihood is more than remote but less than probable), the Company has determined it does not have material exposure on an aggregate basis. As of October 31, 2025, the Company is not subject to any currently pending legal matters or claims that could have a material adverse effect on its financial position, results of operations, or cash flows should such litigation be resolved unfavorably.

Securities and Derivative Litigation

On February 23, 2026, a putative securities class action complaint was filed against the Company, its directors and certain of its current and former executive officers (collectively, the “Defendants”) in the U.S. District Court for the Northern District of California. The lawsuit alleges that the Defendants violated the Securities Act of 1933, as amended, by making materially false and misleading statements about the Company’s sales and marketing expenses in its IPO offering documents. The Company intends to vigorously defend the case. As of April 30, 2026, the Company is unable to reasonably estimate the possible losses or range of losses.

Repayment of Government Grants

During the years ended January 31, 2022 and 2021, the Company received $6.0 million in grants from the Dutch government under the NOW Scheme. The Company’s application for relief under the NOW Scheme is currently under review. If the Dutch government concludes that the Company does not qualify under the conditions stipulated for the government grants, the Company may have to repay the Dutch government for grants provided. We recognized the $6.0 million in grants received as a liability in the period received.

During the year ended January 31, 2023, the Company received a tentative payment schedule from the Dutch government. The NOW Scheme liability balances as of ~~October~~April 3130, ~~2025~~2026 and January 31, ~~2025~~2026, and the changes during the ~~nine~~three months ended ~~October~~April 3130, ~~2025~~2026 ~~are~~was as follows (in thousands):

	Carrying Amount
Balance as of January 31, 2025	$	4,315
Repayments	—
Foreign currency translation impact	480
Balance as of October 31, 2025	$	4,795
Less: balance in accrued expenses and other current liabilities	(566)
Balance in other non-current liabilities	$	4,229

As of October 31, 2025, the Company’s application for relief is still under review with the governmental authorities.

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NOTE 13 – EMPLOYEE BENEFIT PLAN


	Carrying Amount
Balance as of January 31, 2026	$	4,919
Repayments	—
Foreign currency translation impact	(80)
Balance as of April 30, 2026	$	4,839
Less: balance in accrued expenses and other current liabilities	(570)
Balance in other non-current liabilities	$	4,269

~~The~~As ~~Company sponsors a 401(k) defined contribution retirement plan (the “401(k) Plan”) covering certain U.S. employees. Participants may contribute a portion~~ of ~~their compensation to the 401(k) Plan~~April 30, ~~subject to limitations under the Internal Revenue Code. The Company also maintains certain other defined contribution plans outside of the United States~~2026, ~~for which it provides contributions for participating employees in~~ the ~~regions in which matching contributions is applicable. The~~ Company’s ~~contributions~~application for ~~all~~relief ~~defined~~is ~~contribution~~still ~~retirement~~under ~~plans~~review ~~was~~with ~~$1.9 million and $1.7 million for~~ the ~~three~~governmental ~~months ended October 31, 2025 and 2024, respectively, and $5~~authorities.7 ~~million and $4.4 million for the nine months ended October 31, 2025 and 2024, respectively.~~

NOTE 1411 –- NET LOSS PER SHARE

The rights, including the liquidation and dividend rights, of the holders of Class A and Class B common stock are identical, except with respect to voting and conversion rights. As the liquidation and dividend rights are identical, the undistributed earnings are allocated on a proportionate basis to each class of common stock and the resulting basic and diluted net loss per share attributable to common stockholders are the same for both Class A and Class B common stock on both an individual and combined basis.

The following table ~~sets~~presents ~~forth~~ the computation of basic and diluted net loss per share attributable to common stockholders (in thousands, except share and per share data):

	Three Months Ended October 31,				Nine Months Ended October 31,
	Three Months Ended April 30,
	2025		2024		2025		2024
	2026		2025
Net loss	$	(~~225~~20,~~389~~506)	$	(4161,~~882~~257)	$	~~(325,269)~~	$	~~(134,426)~~
Weighted-average shares outstanding used to compute net loss per share attributable to common stockholders, basic and diluted	49250,~~258~~281,~~348~~201		4546,~~324~~145,~~084~~251		~~46,884,867~~		~~45,210,172~~
Net loss per share attributable to common stockholders, basic and diluted	$	(40.5808)	$	(01.9233)	$	~~(6.94)~~	$	~~(2.97)~~

During the ~~nine~~three months ended ~~October 31~~April 30, ~~2025~~2026 and ~~2024~~2025, the Company was in a net loss position. As a result, basic net loss per share is the same as diluted net loss per share, as the inclusion of all potential shares of common stock outstanding would have been antidilutive. The potential shares of common stock that were excluded from the computation of diluted net loss per share attributable to common ~~stockholders for the periods presented because including them would have been antidilutive are as follows:~~

	As of October 31,
	2025	2024
Redeemable convertible preferred shares	—	146,360,207
Stock options issued and outstanding	39,739,322	41,395,462
RSUs issued and outstanding	8,642,683	2,993,378
Warrants to purchase redeemable convertible preferred stock	—	40,160
Warrants to purchase common stock	40,160	—
Shares of common stock subject to repurchase	9,543	64,486
Convertible notes	—	13,469,130
Total antidilutive securities	48,431,708	204,322,823

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stockholders for the periods presented because including them would have been antidilutive are as follows:


	As of April 30,
	2026	2025
Redeemable convertible preferred shares	—	146,360,207
Stock options issued and outstanding	37,455,860	42,312,726
RSUs issued and outstanding	18,806,310	7,150,664
ESPP	440,790	—
Warrants to purchase redeemable convertible preferred stock	—	40,160
Warrants to purchase common stock	—	1,216,176
Shares of common stock subject to repurchase	3,311	36,180
Convertible notes	—	12,948,711
SAFEs	—	7,949,060
Total antidilutive securities	56,706,271	218,013,884

NOTE 12 - SUBSEQUENT EVENTS

In May 2026, the Company entered into a lease agreement for a new office space in London, UK with a lease term of approximately 3 years. Total minimum lease payments are estimated to be approximately $12.3 million. The Company will recognize the related right-of-use asset and lease liability, which have not yet been determined, at the lease commencement date.

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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our condensed consolidated financial statements and related notes included elsewhere in this Quarterly Report on Form 10-Q and our audited consolidated financial statements and related notes as disclosed in our ~~final~~Annual ~~prospectus~~Report ~~dated~~on ~~October~~Form ~~29,~~10-K ~~2025,~~for ~~filed with~~ the ~~SEC~~year ~~pursuant~~ended toJanuary ~~Rule 424(b)(4) under the Securities Act on October~~ 31, ~~2025 (the “Prospectus”)~~2026. The following discussion contains forward looking statements that are based on current plans, expectations and beliefs that involve risks and uncertainties. Our actual results may differ materially from those anticipated in these forward looking statements as a result of various factors, including, but not limited to, those identified below and those discussed in the section titled “Risk Factors” and other sections, including the “Special Note Regarding Forward-Looking Statements,” of this Quarterly Report on Form 10-Q ~~and the section titled “Risk Factors” in our Prospectus~~. Our historical results are not necessarily indicative of the results that may be expected for any period in the future.

Overview

Navan is ana ~~end-to-end,~~global AI-powered ~~software platform built to simplify the global~~ business travel and expense ~~(“T&E”)~~platform ~~experience,~~that ~~benefiting~~makes ~~users,~~travel ~~customers,~~easy ~~and~~for ~~suppliers~~frequent travelers. ~~From~~Since ~~day~~our ~~one~~inception, we have leveraged technology to reimagine business travel. We built a comprehensive platform that serves as the foundation for further disruption. We deliver ~~delightful,~~ personalized experiences for users, efficiency and control for customers, and direct market access for suppliers — all powered by our proprietary AI framework, Navan Cognition.

We generate revenue on a usage or subscription basis from the following:

•Customers: Our customers include companies and organizations that contract with us to provide their employees (our users) with access to our Travel offerings or Expense Management offering. We typically enter into annual or multi-year contracts whereby customers pay a per-trip or per-transaction fee for access to our Travel offering or on-demand Travel Management offerings (our VIP, Meetings and Events, and Bleisure offerings) and pay an annual subscription fee for access to our Expense Management offering.

•Suppliers: Our suppliers include airlines, hotels, rental car companies, rail carriers, ~~and~~ providers of global distribution systems (“GDS”), and travel inventory providers. We earn revenue from our suppliers in the form of commissions based on the dollar volume of bookings made by users on our platform and a commission rate for each supplier.

•Payment partners: Our payment partners primarily include corporate card payment processors and card issuing partners. We earn revenue from our payment partners from fees based on the dollar volume of spend on our corporate cards.

Initial Public Offering

On October 31, 2025, we completed our initial public offering (the “IPO”) in which we issued and sold 30,000,000 shares of our Class A common stock at a public offering price of $25.00 per share, which resulted in net proceeds of $713.3 million after deducting underwriting discounts and before deducting offering costs. In addition, selling stockholders sold 6,924,406 shares of Class A common stock in the IPO at the public offering price of $25.00 per share. We did not receive any proceeds from the sale of Class A common stock by the selling stockholders.

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Key Business Metrics

We monitor and review a number of metrics, including the following key business metrics, to evaluate our business, measure our performance, identify trends affecting our business, formulate financial projections, and make strategic decisions. We believe that these key business metrics provide meaningful supplemental information in assessing our operating performance.

	Three Months Ended October 31,						Nine Months Ended October 31,
	2025		2024		% Growth		2025		2024		% Growth
	(dollars in billions)
Gross booking volume (GBV)	$	2.6	$	1.9	40	%	$	6.8	$	5.0	36	%
Payment volume	$	1.1	$	1.0	12	%	$	3.1	$	2.8	11	%

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	Three Months Ended April 30,
	2026		2025		% Growth

	(dollars in billions)
Gross booking volume (GBV)	$	3.1	$	2.1	50	%
Payment volume	$	1.3	$	1.0	29	%

Gross Booking Volume (GBV)

We define gross booking volume (“GBV”) as the total amount paid for valid bookings on our platform, measured on a booked basis and inclusive of total price, taxes, and fees, and adjusted for cancellations and refunds. We generate GBV through hotel, flight, car, and rail bookings, along with usage of our Meetings and Events, VIP, and Bleisure offerings by our customers. We expand GBV by growing our customer base, managing more business travel spend on our platform, and introducing new offerings to address different types of business travel.

Payment Volume

We define payment volume as the aggregate dollar amount of spend through Navan issued cards, settled for a given period and net of any chargebacks, cancellations, or refunds. Our payment volume grows as we increase adoption and usage of our Corporate Payments offering, where we support and issue our own cards.

Key Factors Affecting Our Performance

Acquiring New Customers

We believe there is substantial opportunity to continue to grow our customer base across both the managed and unmanaged categories, as well as across both our direct sales-led growth (“SLG”) channel (in which qualified sales professionals actively identify, engage, and support prospective customers through the evaluation and purchasing process) and our product-led growth (“PLG”) channel (in which our platform and our suite of offerings serve as the primary drivers of customer acquisition, expansion, and retention). As such, we will continue to invest in sales and marketing to drive awareness of our platform in order to continue adding new customers. As of January 31, 2025, we had over 10,000 active customers, respectively, on our platform across a broad range of sizes, regions, and industries. We define an active customer as a customer that has transacted on the Navan platform six or more times in the 12 months preceding the measurement date and that has generated any form of usage-based revenue from a user’s booking on our platform during this period. A single company or organization with multiple divisions, segments, or subsidiaries is generally counted as a single customer, even though we may enter into agreements with multiple parties within that company or organization.

Expanding Within our Existing Customer Base

We expect to continue investing in our Customer Success teams within our sales and marketing function to drive more revenue from our existing customers. We typically land our customers with our Travel platform. As we help our customers realize the benefits of our platform, we expect them to adopt and engage with additional offerings, including Corporate Payments, Expense Management, Meetings and Events, VIP, and Bleisure. ~~As of January 31, 2025, 36% of our customers attached to three or more offerings.~~ This added value for customers also benefits our own financial performance. ~~To measure the~~

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effectiveness of our land and expand strategy, we track the Net Revenue Retention Rate (“NRR”) from our existing customers, which remained above 110% as of January 31, 2025. We believe the growth in use of our platform by our existing customers is an important measure of the health of our business and our future growth.

We determine NRR on an annual basis to account for seasonality in our business. To calculate NRR as of a given fiscal year end, which fiscal year is referred to as the “Current Period,” we first identify a cohort of customers, referred to as the “Customer Cohort,” for the fiscal year prior to the Current Period, which fiscal year is referred to as the “Base Period.” To be included in the Customer Cohort, a customer must have been an active customer as of the beginning and the end of the Base Period. We then divide total annual revenue from the Customer Cohort in the Current Period, referred to as Current Period Revenue, by total annual revenue from the Customer Cohort in the Base Period, referred to as Base Period Revenue, to derive our annual NRR as of the end of the Current Period.

Current Period Revenue (i) includes any expansion, contraction, or attrition from the Customer Cohort during the Current Year Period and (ii) excludes any revenue from new customers acquired during the Current Period. Any customer in the Customer Cohort that did not transact on our platform during the Current Period remains in the calculation and, as a result, does not contribute to Current Period Revenue.

We intend to continue investing in enhancing awareness of our brand and developing more offerings, features and functionality, which we believe are important factors to achieve widespread adoption of all our offerings. Our ability to increase sales to existing customers will depend on a number of factors, including our customers’ satisfaction with our platform and technologies, competition, pricing, and overall changes in our customers’ T&E spending levels.

Sustaining Innovation and Leadership

Our success is dependent on our ability to sustain our leadership in innovation and technology. We have invested heavily in building out Navan Cloud, our global infrastructure, which is designed to enable the delivery of a wide range of travel content to our customers. We intend to continue investing in our infrastructure to ensure that our customers have a broad array of options and choices when using our platform.

To further enhance customer choice and flexibility, we developed Navan Connect, which allows customers to integrate their existing systems and preferences and offers actionable real-time visibility and policy enforcement for business expense management. While Connect does not itself generate revenue for Navan, we believe the flexibility it offers our customers helps drive easier and faster adoption of our Expense Management offering.37

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To further enhance customer choice and flexibility, we developed Navan Connect, which allows customers to integrate their existing systems and preferences and offers actionable real-time visibility and policy enforcement for business expense management. While Navan Connect does not itself generate revenue for Navan, we believe the flexibility it offers our customers helps drive easier and faster adoption of our Expense Management offering.

We have also invested significantly in AI to help make every step of the pre-booking, in-travel, and post-trip process as appealing and automated as possible. We view these investments as important tools to improve the efficiency of the booking process, how we operate our business, and how we serve our customers. We were one of the first travel companies to incorporate machine learning techniques into our offerings, leveraging proprietary algorithms to provide users with personalized intelligent recommendations, dynamic policy tools, and an overall seamless, end-to-end travel experience.

In addition, we have continued to expand our investments in AI, including by building Navan Cognition, our proprietary AI framework. Navan Cognition is designed to leverage third-party large language models with our own proprietary, internally developed software to enable us to create, train, deploy, and supervise our specialized virtual agents that can handle many complex tasks previously requiring human intervention.

Our purpose-designed AI-powered virtual agents can reliably handle a range of autonomous tasks, from communicating with users through chat or voice commands to real-time decision making, such as booking and cancelling flights and expense tracking. Because this workforce responds to the significant majority of travelers’ needs, we typically require only limited human agent intervention. This technology enables us to efficiently scale our platform, allowing us to provide a high level of service to customers for their basic needs and reserve agent time for more critical or complex customer service situations.

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enables us to efficiently scale our platform, allowing us to provide a high level of service to customers for their basic needs and reserve agent time for more critical or complex customer service situations.

We intend to continue investing in research and development, including for our infrastructure and AI capabilities to make our offerings even more scalable and personalized to our users. We are particularly focused on our AI investments, which have allowed us to build and continue to develop Navan Cognition. We expect to continue to invest in Navan Cognition in order to further enable us, and potentially to enable outside organizations, to create and oversee AI-powered virtual agents with enterprise-grade reliability. We also expect to continue to invest in future product interface enhancements such as Navan Edge, which is powered by Navan Cognition and designed to redefine how travelers book, modify, and manage trips on the go via their mobile devices.

Expand Organically and Inorganically

We have a highly successful track record of organic and inorganic investments and may consider additional strategic acquisition opportunities. We have previously executed and integrated multiple acquisitions, including Reed & Mackay, ~~Comtravo~~(“R&M”), ~~Resia, Atlanta, Tripeur, and Regent,~~ expanding our geographic footprint and strengthening our offering capabilities across core markets. Historically, inorganic growth efforts have focused on expanding international presence, deepening supply relationships, and extending our presence in key regions. For example, in April 2021, we acquired Reed & Mackay (a UK business travel management company) and in February 2022, we acquired Comtravo (a German business travel management company) for regional expertise and local inventory. We also acquired Resia (a Scandinavian travel management company) in March 2022 and Atlanta (a Spanish travel management company) in November 2022 to drive supply growth and support in the Nordics and in Spain, respectively. In April 2023, we acquired Tripeur (an India-based, AI-powered business travel and expense management company) to cater to Indian consumer demands. In June 2024, we acquired Regent to gain exposure to the large Italian market. These acquisitions have accelerated our growth, enhanced localization, and enabled the company to serve a broader spectrum of enterprise customers with differentiated offerings tailored to regional travel and compliance needs. We may continue to make strategic acquisitions and other investments that allow us to further strengthen our platform, accelerate growth, and improve our offerings to best serve our diverse customer base.

Reed & Mackay Customer Transition

In 2021, we acquired R&M, a UK-based travel management company to expand our international presence and global service offerings to meet the needs of customers requiring a white-glove travel management service model. In January 2026, we announced that we will begin unifying our services under the Navan brand, which involves transitioning existing customers of our R&M service model to the Navan technology platform and, effective immediately upon the January 2026 announcement, retiring the R&M brand for the purposes of new sales opportunities and conducting all new travel sales under a single

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unified Navan brand. During and subsequent to the transition, customers will continue to receive the same premium level of service they value today.

While overall customer retention has been and continues to be strong, uncertainty exists as it relates to the degree to which the transition to the Navan technology platform will impact our relationships with existing customers of the R&M service model. For more information, see the section titled “Risk Factors—Risks Related to Our Business and Industry—We may not be successful in our efforts to retain and increase revenue from our customers, including by promoting and expanding adoption and usage of our offerings, which could adversely impact our business, financial condition, and results of operations.”

As a result of the retirement of the R&M brand, we recognized the remaining amortization expense related to the R&M trade name intangible asset during the year ended January 31, 2026. Please refer to our audited consolidated financial statements and related notes as disclosed in our Annual Report on Form 10-K for the year ended January 31, 2026 for further information.

Seasonality and Travel Demand

We generally experience seasonality in our revenue, primarily related to seasonal travel trends of business travelers. ~~Revenue~~As revenue is driven by travel volume, ~~and~~ our ~~users typically travel less during holiday periods, though this effect varies regionally. As a result, our~~ revenue has historically been strongest in the third fiscal quarter. Payments revenue is driven by the volume of corporate card spending, primarily through travel bookings. When frequent travelers are travelling less, this component of revenue may be less than at other times of the year.

Although we expect introductions of new offerings and expansions of existing offerings to counterbalance some of the seasonality we have historically experienced, we anticipate that revenue from both our existing Travel Management offerings and Corporate Payments offering will continue to represent a significant proportion of our overall revenue mix, and that seasonality will continue to impact our results of operations.

In addition, demand for travel fluctuates based on a number of factors, including periods of perceived or actual adverse economic conditions and times of political or economic uncertainty, which may impact our business and operating results.

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Components of Results of Operations

Revenue

Our primary sources of revenue are fees earned from customers for access to our travel and expense management platform (our Travel offering and Expense Management offering) or on-demand travel management services (our Meetings and Events, VIP, and Bleisure offerings), and from suppliers as well as from our payment partners (through our Corporate Payments offering) for connection to our network of travel bookings and corporate card transaction dollar volume. We categorize revenue earned as (i) usage-based revenue, which primarily represents fees from our platform customers earned on a per-booking transaction basis and fees from our travel supply and payment partners, which are generally earned on a per-transaction basis, and (ii) subscription revenue, which primarily represents revenue earned from subscriptions to our expense management platform. Under arrangements with certain suppliers, we earn additional fees when cumulative actual booking or transaction dollar volume exceeds specified contractual thresholds. Our suppliers include airlines, hotels, car rental companies, rail carriers, and providers of GDSs. Our payment partners primarily include our corporate card payment processors and card issuing partners.

Cost of Revenue

Cost of revenue consists of direct personnel-related costs associated with customer support and a portion of customer success personnel costs, including salaries, bonuses, stock-based compensation, benefits and other expenses. In addition to personnel-related costs, cost of revenue includes third-party cloud infrastructure costs incurred to deliver our cloud-based travel and expense management platform, amortization of internally developed software and acquired technology, credit card processing fees, third-party vendor fees, and the allocation of certain corporate costs.

Excluding the impact from stock-based compensation expense incurred in connection with our IPO, we expect that our cost of revenue may fluctuate as a percentage of our revenue from period to period depending on revenue seasonality or other factors impacting revenue, and to decline as a percentage of revenue over the long term.39

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cloud infrastructure costs incurred to deliver our cloud-based travel and expense management platform, amortization of internally developed software and acquired technology, credit card processing fees, third-party vendor fees, and the allocation of certain corporate costs.

Excluding the impact of stock-based compensation expense, we expect that our cost of revenue may fluctuate as a percentage of our revenue from period to period depending on revenue seasonality or other factors impacting revenue, and to decline as a percentage of revenue over the long term.

Research and Development Expenses

Research and development costs are expensed as incurred. Research and development costs primarily consist of personnel-related costs associated with research and development personnel, including salaries, bonuses, stock-based compensation, benefits and other expenses, third-party cloud infrastructure costs incurred in developing our platform, third-party consulting costs, and the allocation of certain corporate costs.

Excluding the impact ~~from~~of stock-based compensation expense ~~incurred in connection with our IPO~~, we expect that research and development expenses may fluctuate as a percentage of our revenue from period to period depending on the timing of these expenses or other factors impacting revenue, and to decline as a percentage of revenue over the long term.

Sales and Marketing Expenses

Sales and marketing expenses primarily consist of personnel-related expenses, including salaries, commissions, bonuses, stock-based compensation, benefits and other expenses, amortization of acquired intangible assets, other promotional and advertising expenses, and the allocation of certain corporate costs. We expense certain sales and marketing costs, including promotional expenses, as incurred. We plan to increase our investment in sales and marketing for the foreseeable future, primarily through increased headcount in our sales function and investment in brand and product-marketing efforts.

In the near term, we expect that our sales and marketing expenses will increase in absolute dollars as we continue to invest in our sales and marketing organization to drive continued adoption of our platform. Excluding the impact of stock-based compensation expense, we expect that sales and marketing expenses may fluctuate as a percentage of our revenue from period to period depending on the timing of these expenses or other factors impacting revenue, and to decline as a percentage of revenue over the long term.

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Excluding the impact from stock-based compensation expense incurred in connection with our IPO, we expect that sales and marketing expenses may fluctuate as a percentage of our revenue from period to period depending on the timing of these expenses or other factors impacting revenue, and to decline as a percentage of revenue over the long term.

General and Administrative Expenses

General and administrative expenses primarily consist of personnel-related expenses associated with finance, legal, information technology, payment and finance operations, executives, and human resources personnel, including salaries, bonuses, stock-based compensation, benefits and other expenses. In addition to personnel-related expenses, general and administrative expenses consist of external professional services for finance, legal, human resources and information technology, corporate insurance costs, and the allocation of certain corporate costs. General and administrative expenses also include bad debt expenses.

General and administrative expenses are expensed as incurred. Excluding the impact ~~from~~of stock-based compensation expense ~~incurred in connection with our IPO~~, we expect to increase the size of our general and administrative function to support the growth of our business. As a result, we expect that our general and administrative expenses will increase in absolute dollars for the foreseeable future. We expect our general and administrative expenses may vary from period to period as a percentage of revenue in the near term and to decline as a percentage of revenue in the long term.

During the three months ended October 31, 2025, we recognized $81.8 million of stock-based compensation expense across our cost of revenue and operating expenses associated with the satisfaction of the performance-based vesting condition for outstanding RSUs for which the service-based vesting conditions were fully or partially satisfied upon the IPO. 40

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Interest Expense

Interest expense primarily relates to interest expense on our borrowings, including amortization of debt discount and issuance costs related to our outstanding debt.

Other Income ~~(Expense)~~, Net

Other income ~~(expense)~~, net primarily consists of interest income earned on cash, ~~and~~ cash equivalents and short-term investments, including the amortization of premiums and accretion of discounts related to our marketable debt securities, net realized gains and losses on sales of investments, foreign exchange gains and losses, and other non-operating gains and losses.

Gain (Loss) on Fair Value Adjustments

Gain (loss) on fair value adjustments primarily consists of gains and losses as a result of recording our SAFEs, embedded derivative and warrant liabilities at fair value at the end of each reporting period.

Loss on Extinguishment of Debt

Loss on extinguishment of debt consists of losses incurred on the extinguishment of debt instruments.

Loss on Fair Value Adjustments

Loss on fair value adjustments primarily consists of losses as a result of recording our SAFEs, embedded derivative and warrant liabilities at fair value at the end of each reporting period.

Income Tax Expense

Income tax expense primarily consists of income taxes in certain federal, state, and foreign jurisdictions in which we conduct business. We maintain a full valuation allowance against our U.S. federal, ~~and~~certain ~~state~~states ~~deferred tax assets,~~ and certain foreign deferred tax assets, as we have concluded that it is not more likely than not that these deferred tax assets will be realized.

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Results of Operations

The following table sets forth our condensed consolidated statements of operations data for the periods indicated:

Three Months Ended October 31,

Nine Months Ended October 31,

Three Months Ended April 30,

2025

2024

2025

2024

2026

2025

(in thousands)

Revenue

~~194~~220,~~934~~231

~~151~~157,~~118~~461

~~524,347~~

~~404,845~~

Cost of revenue

57,~~080~~176

4445,~~522~~668

~~149,663~~

~~127,067~~

Gross profit

~~137~~163,~~854~~055

~~106~~111,~~596~~793

~~374,684~~

~~277,778~~

Operating expenses

Research and development

5139,~~195~~398

3331,~~000~~402

~~115,955~~

~~90,784~~

Sales and marketing

9491,~~949~~915

5861,~~086~~880

~~225,325~~

~~161,616~~

General and administrative

7049,~~946~~851

34,~~968~~405

~~140,791~~

~~100,206~~

Total operating expenses

~~217~~181,~~090~~164

~~126~~127,~~054~~687

~~482,071~~

~~352,606~~

Loss from operations

(7918,~~236~~109)

(1915,~~458~~894)

~~(107,387)~~

~~(74,828)~~

Interest expense

(152,~~539~~822)

(1916,~~658~~336)

~~(47,510)~~

~~(57,509)~~

Other income (expense), net

(544)

1,022

6,155

2,975

Other income, net

1,227

6,119

Loss on extinguishment of debt

~~(97,450)~~—

—(20,528)

~~(117,978)~~

—

Gain (loss) on fair value adjustments

(29,155)

1,381

(47,041)

4,401

Loss on fair value adjustments

—

(10,136)

Loss before income tax expense

(~~221~~19,~~924~~704)

(3656,~~713~~775)

~~(313,761)~~

~~(124,961)~~

Income tax expense

~~3,465~~802

54,~~169~~482

~~11,508~~

~~9,465~~

Net loss

(~~225~~20,~~389~~506)

(4161,~~882~~257)

~~(325,269)~~

~~(134,426)~~

~~Stock-based compensation is included in the following components of expenses within the consolidated statements of operations:~~41

	Three Months Ended October 31,				Nine Months Ended October 31,
	2025		2024		2025		2024
	(in thousands)
Cost of revenue	$	6,131	$	1,683	$	8,033	$	3,525
Research and development	24,955		9,562		39,326		23,181
Sales and marketing	27,863		5,426		35,601		13,040
General and administrative	40,233		7,903		52,131		19,741
Total stock-based compensation expense	$	99,182	$	24,574	$	135,091	$	59,487

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Stock-based compensation is included in the following components of expenses within the condensed consolidated statements of operations:


	Three Months Ended April 30,
	2026		2025

	(in thousands)
Cost of revenue	$	1,720	$	1,047
Research and development	10,964		6,898
Sales and marketing	8,255		3,595
General and administrative	16,373		5,720
Total stock-based compensation expense	$	37,312	$	17,260

The following table sets forth our consolidated statements of operations data expressed as a percentage of revenue for the periods indicated:

	Three Months Ended October 31,				Nine Months Ended October 31,
	Three Months Ended April 30,
	2025		2024		2025		2024
	2026		2025
	(as a percent of revenue)(1)
Revenue	100	%	100	%	~~100~~	%	~~100~~	%
Cost of revenue	2926		29		29		31
Gross profit	7174		71		71		69
Operating expenses
Research and development	2618		2220		22		22
Sales and marketing	4942		3839		43		40
General and administrative	3623		2322		27		25
Total operating expense	111		83		92		87
Total operating expenses	82		81
Loss from operations	(418)		(1210)		~~(20)~~		~~(18)~~
Interest expense	(81)		(1310)		~~(9)~~		~~(14)~~
Other income (expense), net	—		1		1		1
Other income, net	1		4
Loss on extinguishment of debt	~~(50)~~—		—(13)		~~(22)~~		—
Gain (loss) on fair value adjustments	(15)		1		(9)		1
Loss on fair value adjustments	—		(6)
Loss before income tax expense	(~~114~~9)		(2335)		~~(60)~~		~~(31)~~
Income tax expense	2—		3		2		2
Net loss	(~~116~~9)	%	(2638)	%	~~(62)~~	%	~~(33)~~	%

________________

(1)Totals of percent of revenue may not foot due to rounding.

Comparison of the Three ~~and Nine~~ Months Ended ~~October~~April 3130, ~~2025~~2026 and ~~2024~~2025

Revenue

	Three Months Ended October 31,								Nine Months Ended October 31,
	Three Months Ended April 30,
	2025		2024		Change		% Change		2025		2024		Change		% Change
	2026		2025		Change		% Change
	(dollars in thousands)
Usage-based revenue	$	~~179~~202,~~902~~134	$	~~139~~143,~~205~~149	$	4058,~~697~~985	2941	%	$	~~479,600~~	$	~~371,653~~	$	~~107,947~~	29	%
Subscription revenue	$	1518,~~032~~097	$	1114,~~913~~312	$	3,~~119~~785	26	%	$	~~44,747~~	$	~~33,192~~	$	~~11,555~~	35	%
Total revenue	$	~~194~~220,~~934~~231	$	~~151~~157,~~118~~461	$	4362,~~816~~770	2940	%	$	~~524,347~~	$	~~404,845~~	$	~~119,502~~	30	%

Total revenue for the three months ended October 31, 2025 increased $43.8 million, or 29%, compared to the three months ended October 31, 2024. This increase was primarily due to (i) an increase in usage-based revenue driven by a 40% increase in GBV and a 12% increase in payment volume as we increased our customer base and expanded engagement with our platform and offerings by existing customers, and (ii) an increase in subscription revenue primarily driven by increased adoption of our Expense Management offering by new and existing customers on our platform.42

Total revenue for the nine months ended October 31, 2025 increased $119.5 million, or 30%, compared to the nine months ended October 31, 2024. This increase was primarily due to (i) an increase in usage-based revenue driven by a 36% increase in GBV and an 11% increase in payment volume as we increased our customer base and expanded engagement with our platform and offerings by existing

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Total revenue for the three months ended April 30, 2026 increased $62.8 million, or 40%, primarily due to (i) an increase in usage-based revenue driven by a 50% increase in GBV and a 29% increase in payment volume as we increased our customer base and expanded engagement with our platform and offerings by existing customers, and (ii) an increase in subscription revenue primarily driven by increased adoption of our Expense Management offering by new and existing customers on our platform.

The impact of foreign currency translation on the change in revenue for the three ~~and nine~~ months ended ~~October 31~~April 30, 2025, ~~and~~to ~~2024,~~the ~~respectively~~three months ended April 30, 2026 was not material.

Cost of Revenue and Gross Profit

	Three Months Ended October 31,										Nine Months Ended October 31,
	Three Months Ended April 30,
	2025			2024			Change		% Change		2025		2024		Change		% Change
	2026			2025			Change		% Change
	(dollars in thousands)
Cost of revenue	$~~57,080~~	57,176		$~~44,522~~	45,668		$	1211,~~558~~508	2825	%	~~$149,663~~		~~$127,067~~		$	~~22,596~~	18	%
Gross profit	$	~~137~~163,~~854~~055		$	~~106~~111,~~596~~793		$	3151,~~258~~262	2946	%	~~$374,684~~		~~$277,778~~		$	~~96,906~~	35	%
Gross margin	7174		%	71		%					71	%	69	%

Cost of revenue for the three months ended ~~October 31~~April 30, ~~2025~~2026 increased by $1211.65 million, or 2825%, ~~compared to the three months ended October 31, 2024. This increase was~~ primarily due to an increase in salaries and related benefits of $96.53 million, ~~primarily~~ driven by ~~$5.3 million of stock-based compensation expenses recognized in connection with our IPO and~~ an increase in headcount. Additionally, cloud hosting, support, processing, and ticketing fees increased by $2.34 million., ~~Revenue~~ and ~~cost~~facilities ofand ~~revenue~~IT-related costs increased ~~proportionally,~~by ~~resulting~~$1.2 million. The increase in nogross ~~change~~profit toand gross margin ~~from~~is ~~the~~primarily ~~prior~~due ~~period~~to an increase in revenue on a relatively fixed cost base supported by our delivery of AI-powered customer support.

Cost of revenue for the nine months ended October 31, 2025 increased by $22.6 million, or 18%, compared to the nine months ended October 31, 2024. This increase was primarily due to an increase in salaries and related benefits of $15.1 million, primarily driven by $5.3 million of stock-based compensation expenses recognized in connection with our IPO and an increase in headcount. Additionally, cloud hosting, support, processing and ticketing fees increased by $3.7 million, and facilities and IT-related costs increased by $1.9 million. The increase in gross profit and gross margin is primarily due to an increase in revenue on a relatively fixed cost base supported by our delivery of AI-powered customer support.

Operating Expenses

Research and Development Expense

	Three Months Ended October 31,								Nine Months Ended October 31,
	Three Months Ended April 30,
	2025		2024		Change		% Change		2025		2024		Change		% Change
	2026		2025		Change		% Change
	(dollars in thousands)
Research and development	$	5139,~~195~~398	$	3331,~~000~~402	$	187,~~195~~996	5525	%	$	~~115,955~~	$	~~90,784~~	$	~~25,171~~	28	%

Research and development expense for the three months ended ~~October 31~~April 30, ~~2025~~2026 increased by $188.20 million, or 5525%, ~~compared~~primarily due to ~~the~~an ~~three~~increase ~~months~~in ~~ended~~salaries ~~October~~and ~~31,~~related ~~2024.~~benefits ~~The~~of ~~increase~~$8.1 million ~~was~~driven ~~primarily~~by ~~due~~an toincrease of $184.21 million ofrelated to stock-based compensation expense ~~recognized~~and an increase in ~~connection~~headcount, ~~with~~partially ~~our~~offset ~~IPO~~by a decrease in professional service fees of $0.9 million.

Research and development expense for the nine months ended October 31, 2025 increased by $25.2 million, or 28%, compared to the nine months ended October 31, 2024. The increase was primarily due to an increase of $21.5 million in salaries and related benefits, primarily driven by $18.2 million of stock-based compensation expense recognized in connection with our IPO and an increase in headcount. Additionally, facilities and IT-related costs increased by $1.8 million, and other corporate costs increased by $1.0 million.

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Sales and Marketing Expense

	Three Months Ended October 31,								Nine Months Ended October 31,
	Three Months Ended April 30,
	2025		2024		Change		% Change		2025		2024		Change		% Change
	2026		2025		Change		% Change
	(dollars in thousands)
Sales and marketing	$	9491,~~949~~915	$	5861,~~086~~880	$	3630,~~863~~035	6349	%	$	~~225,325~~	$	~~161,616~~	$	~~63,709~~	39	%

Sales and marketing expense for the three months ended ~~October 31~~April 30, ~~2025~~2026 increased by $3630.90 million, or 6349%, ~~compared to the three months ended October 31, 2024. This increase was~~ primarily due to an increase ~~of $30.2 million~~ in salaries and related benefits, ~~primarily~~of ~~driven~~$14.4 million, byof which $234.97 million ofrelated to stock-based compensation expense. ~~recognized~~The ~~in connection with our IPO and an~~ increase in ~~headcount~~salaries ~~as we continue to expand our sales~~ and ~~marketing~~related ~~organization~~benefits tois ~~grow~~primarily ~~our customer base. Additionally, advertising expense increased by $3.2 million and sales commissions expense increased by $2.1 million.~~

Sales and marketing expense for the nine months ended October 31, 2025 increased by $63.7 million, or 39%, compared to the nine months ended October 31, 2024. This increase was primarily due to an increase of $38.8 million in salaries and related benefits, primarily driven by $23.9 million of stock-based compensation expense recognized in connection with our IPO and an increase in headcount as we continue to expand our sales and marketing organization to grow our customer base. Additional drivers of the period over period increase include (i) an increase in advertising expense of $12.9 million, (ii) an increase in sales commissions expense of $6.1 million, (iii) an increase in other corporate costs of $3.3 million, and (iv) an increase in facilities and IT-related costs of $1.6 million.43

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driven by an increase in headcount as we continue to expand our sales and marketing organization to grow our customer base. Additional drivers of the period over period increase include (i) an increase in sales commissions expense of $7.3 million (ii) an increase in advertising and marketing expense of $4.3 million, (iii) an increase in other corporate costs of $1.6 million, (iv) an increase in facilities and IT-related costs of $1.5 million, and (v) $1.3 million of restructuring costs related to workforce reductions recognized during the three months ended April 30, 2026 in connection with the announced transition of customers of our R&M service model to the Navan platform.

General and Administrative Expense

	Three Months Ended October 31,								Nine Months Ended October 31,
	Three Months Ended April 30,
	2025		2024		Change		% Change		2025		2024		Change		% Change
	2026		2025		Change		% Change
	(dollars in thousands)
General and administrative	$	7049,~~946~~851	$	34,~~968~~405	$	3515,~~978~~446	~~103~~45	%	$	~~140,791~~	$	~~100,206~~	$	~~40,585~~	41	%

General and administrative expense for the three months ended ~~October 31~~April 30, ~~2025~~2026 increased by $3615.04 million, or ~~103~~45%, primarily due to an increase in ~~salaries~~stock ~~and~~based ~~related~~compensation ~~benefits~~expense of $3410.97 million, and an increase in professional service fees of ~~which~~$1.8 million. Additionally, $341.4 million ~~was~~of ~~stock-based~~severance ~~compensation~~and ~~expense~~executive transition costs were recognized induring ~~connection~~the ~~with~~three ~~our~~months ~~IPO.~~ended April 30, 2026.

General and administrative expense for the nine months ended October 31, 2025 increased by $40.6 million, or 41%, primarily due to an increase in salaries and related benefits of $40.1 million, primarily driven by $34.4 million of stock-based compensation expense recognized in connection with our IPO and an increase in headcount.

Interest Expense

	Three Months Ended October 31,								Nine Months Ended October 31,
	Three Months Ended April 30,
	2025		2024		Change		% Change		2025		2024		Change		% Change
	2026		2025		Change		% Change
	(dollars in thousands)
Interest expense	$	(152,~~539~~822)	$	(1916,~~658~~336)	$	413,~~119~~514	(2183)	%	$	~~(47,510)~~	$	~~(57,509)~~	$	~~9,999~~	~~(17)~~	%

Interest expense for the three ~~and nine~~ months ended ~~October~~April 3130, ~~2025~~2026 decreased by $413.15 million, or 2183%, ~~and by $10.0 million, or 17%, respectively. The decrease was~~ primarily due to the settlement of the 2022 Promissory Note in February 2025 (see Note 7―6 — Debt in the notes to the condensed consolidated financial statements included elsewhere in this report), ~~and~~the ~~lower~~settlement ~~borrowing~~and ~~levels~~conversion ~~under~~of the ~~Warehouse~~Vista ~~Credit~~ Facility, SAFEs, and convertible notes in connection with the IPO (asall which are defined ~~below~~and further described within Note 6 — Debt in the notes to the condensed consolidated financial statements included elsewhere in this report, and under ―“Liquidity and Capital Resources―Debt Obligations~~―Warehouse~~ ~~Credit~~Extinguished ~~Facility~~in Connection with the IPO”), ~~partially~~and ~~offset~~lower byborrowing ~~interest~~levels ~~associated~~under ~~with~~ the ~~Vista~~Warehouse Credit Facility (as defined ~~below~~and further described within Note 6 — Debt in the notes to the condensed consolidated financial statements included elsewhere in this report, and under “Liquidity and Capital Resources―Debt Obligations―Warehouse Credit Facility”).

53Other Income


	Three Months Ended April 30,
	2026		2025		Change		% Change

	(dollars in thousands)
Other income, net	$	1,227	$	6,119	$	(4,892)	(80	%)

Other income, net for the three months ended April 30, 2026 decreased by $4.9 million, or 80%, primarily due to foreign currency losses of $3.8 million during the three months ended April 30, 2026 as compared to foreign currency gains of $7.9 million during the three months ended April 30, 2025, partially offset by an increase in interest income of $3.5 million and a decrease in debt issuance costs of $2.9 million, which were expensed when incurred in connection with the issuance of the SAFEs during the three months ended April 30, 2025 (as described below under “―Liquidity and Capital Resources― Debt Obligations Extinguished in Connection with the IPO―SAFEs”).

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“―Liquidity and Capital Resources―Debt Obligations Extinguished in Connection with the IPO―Vista Facility”).

Other Income (Expense)

	Three Months Ended October 31,								Nine Months Ended October 31,
	2025		2024		Change		% Change		2025		2024		Change		% Change
	(dollars in thousands)
Other income (expense), net	$	(544)	$	1,022	$	(1,566)	(153	%)	$	6,155	$	2,975	$	3,180	107	%

Other income (expense), net for the three months ended October 31, 2025 changed by $1.6 million, or 153%, primarily due to an increase in foreign currency transaction losses of $1.5 million.

Other income for the nine months ended October 31, 2025 increased by $3.2 million, or 107%, primarily due to an increase in foreign currency transaction gains of $6.7 million, partially offset by debt issuance costs of $2.9 million incurred in connection with the issuance of the SAFEs (as described below under “―Liquidity and Capital Resources― Debt Obligations Extinguished in Connection with the IPO―SAFEs”), which were expensed when incurred.

Loss on Extinguishment of Debt

	Three Months Ended October 31,							Nine Months Ended October 31,
	Three Months Ended April 30,
	2025		2024		Change		% Change	2025		2024		Change		% Change
	2026		2025		Change		% Change
	(dollars in thousands)
Loss on extinguishment of debt	$	~~(97,450)~~—	$	—(20,528)	$	~~(97~~20,~~450)~~528	NM	$	~~(117,978)~~	$	—	$	~~(117,978)~~	NM

______________

NM - Not meaningful

Loss on extinguishment of debt for the three ~~and nine~~ months ended ~~October~~April 3130, 2025 ~~includes~~represents ~~an $84.1 million loss on~~ the conversion of the convertible notes (as described below under “―Liquidity and Capital Resources―Debt Obligations Extinguished in Connection with the IPO―Convertible Notes”), and a $13.3 million loss on the settlement of the ~~Vista Facility. Additionally, loss on extinguishment of debt for the nine months ended October 31, 2025 includes a $20.5 million loss on the settlement of the~~ 2022 Promissory Note.

~~Gain (~~Loss) on Fair Value Adjustments

	Three Months Ended October 31,							Nine Months Ended October 31,
	Three Months Ended April 30,
	2025		2024		Change		% Change	2025		2024		Change		% Change
	2026		2025		Change		% Change
	(dollars in thousands)
Gain (loss) on fair value adjustments	$	(29,155)	$	1,381	$	(30,536)	NM	$	(47,041)	$	4,401	$	(51,442)	NM
Loss on fair value adjustments	$	—	$	(10,136)	$	10,136	NM

______________

NM - Not meaningful

~~Gain~~Loss ~~(loss)~~ on fair value adjustments for the three months ended ~~October 31~~April 30, 2025 ~~changed~~represents bythe ~~$30.5~~impact ~~million,~~of ~~primarily~~recording ~~due~~financial toliabilities ~~a $32.5 million loss related~~ to ~~the change in~~ fair value ~~of the SAFEs and common stock warrant liabilities~~, ~~offset~~which bywere asettled ~~$2.3 million~~prior ~~gain related~~ to the ~~change~~three inmonths ~~the~~ended ~~fair~~April 30, ~~value of the embedded derivative liability related to the convertible notes~~2026.

Gain (loss) on fair value adjustments for the nine months ended October 31, 2025 changed by $51.4 million, primarily due to a $71.7 million loss related to the change in fair value of the SAFEs and common

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stock warrant liabilities, offset by a $20.6 million gain related to the change in the fair value of the embedded derivative liability related to the convertible notes.

Income Tax Expense

	Three Months Ended October 31,								Nine Months Ended October 31,
	Three Months Ended April 30,
	2025		2024		Change		% Change		2025		2024		Change		% Change
	2026		2025		Change		% Change
	(dollars in thousands)
Income tax expense	$	~~3,465~~802	$	54,~~169~~482	$	(13,~~704~~680)	(3382	%)	$	~~11,508~~	$	~~9,465~~	$	~~2,043~~	22	%

Income tax expense for the three months ended ~~October 31~~April 30, ~~2025~~2026 decreased by $13.7 million, or 3382%, primarily due to decreases in foreign profits and ~~excess tax benefits related to~~ the ~~vesting~~release of ~~RSUs~~unrecognized ~~and~~tax benefits from the ~~exercise~~settlement of ~~stock~~tax ~~options in connection with our IPO~~examinations.

Income tax expense for the nine months ended October 31, 2025 increased by $2.0 million, or 22%, primarily due to increases in foreign profits and nondeductible expenses.

Non-GAAP Financial Measures

To supplement our condensed consolidated financial statements, which are prepared and presented in accordance with GAAP, we use certain non-GAAP financial measures, which include non-GAAP gross profit, non-GAAP gross margin, non-GAAP income ~~(loss)~~ from operations, non-GAAP net income (loss), and free cash flow, to understand and evaluate our core operating performance. These non-GAAP financial measures, which may be different from similarly-titled measures used by other companies, are presented to enhance investors’ overall understanding of our operating performance and should not be considered substitutes for, or superior to, the financial information prepared and presented in accordance with GAAP.

We include these non-GAAP financial measures in this Quarterly Report on Form 10-Q because they are important measures upon which our management assesses our operating performance and the operating leverage in our business. We believe that these non-GAAP financial measures are useful to investors because they provide useful information about our financial performance, consistency and comparability with past financial performance and may assist in comparisons with other companies in our industry, some of which use similar non-GAAP financial information to supplement their GAAP results.

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Non-GAAP financial measures have limitations in their usefulness to investors and should not be considered in isolation or as substitutes for financial information presented under GAAP. Non-GAAP financial measures have no standardized meaning prescribed by GAAP and are not prepared under any comprehensive set of accounting rules or principles. In addition, other companies, including companies in our industry, may calculate similarly titled non-GAAP financial measures differently or may use other measures to evaluate their performance, all of which could reduce the usefulness of our non-GAAP financial measures as tools for comparison.

For the reasons set forth below, we believe that excluding the following items provide information that is helpful in understanding our operating results, evaluating our future prospects, comparing our financial results across accounting periods, and comparing our financial results to our peers, many of which provide similar non-GAAP financial measures.

•Stock-based compensation-related charges. We exclude stock-based compensation expense and related charges to allow investors to make more meaningful comparisons of our performance between periods and to facilitate a comparison of our performance to those of other peer companies. Stock-based compensation-related charges may vary between periods due to various factors unrelated to our core performance, including as a result of the assumptions used in the valuation methodologies, timing and amount of equity grants and other factors.

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•Amortization of intangible assets. We recognize amortization expense related to intangible assets acquired in connection with certain business combinations. Amortization of acquired intangible assets is a non-cash expense that is significantly affected by the timing and size of acquisitions, and the inherent subjective nature of purchase price allocations. The use of intangible assets has contributed to our revenue during the periods presented, and we expect such use will contribute to revenue in future periods.

•Amortization of debt discount and debt issuance costs. In connection with the issuance of our outstanding debt instruments, we incur upfront issuance costs and, where required, account for embedded derivatives and warrants issued in connection with certain debt instruments as debt discounts. The related amortization of these costs and discounts is recognized as interest expense over the term of the related debt instruments. We believe the exclusion of this non-cash interest expense provides for a useful comparison of our operating results to prior periods and to our peer companies.

•Loss ~~(gain)~~ on fair value adjustments. We exclude gains and losses on fair value adjustments related to the remeasurement of the SAFEs and our derivative and warrant liabilities as of the end of each reporting period. We exclude these non-cash gains and losses because they are unrelated to our core operating performance.

•SAFE debt issuance costs expensed. We exclude the issuance costs incurred in connection with the SAFEs issued during the ~~nine~~three months ended ~~October 31~~April 30, 2025, as these costs are non-recurring and unrelated to our core operating performance. We believe the exclusion of this expense provides for a useful comparison of our operating results to prior periods and to our peer companies.

•Loss on extinguishment of debt. We exclude losses on the extinguishment of debt, as these losses are non-recurring and unrelated to our core operating performance. We believe the exclusion provides for a useful comparison of our operating results to prior periods and to our peer companies.

•~~Non-GAAP~~Severance ~~provision~~and ~~for~~executive ~~income~~transition ~~taxes~~costs. WeDuring ~~have~~the ~~adjusted~~three ~~the~~months ~~provision~~ended ~~for~~April 30, ~~income~~2026, ~~taxes~~we toincurred ~~reflect~~costs ~~the~~associated ~~income~~with ~~tax~~the ~~effects~~departure of ~~the~~our ~~non-GAAP~~Chief ~~adjustments~~Financial toOfficer, ~~GAAP~~which ~~loss~~consisted ~~before~~of ~~income~~severance ~~tax~~and ~~expense.~~retention ~~Due~~payments, toand ~~the~~other ~~full~~third ~~valuation~~party ~~allowance~~professional ~~against U~~services.S. ~~federal~~We ~~and~~exclude ~~state~~these ~~deferred~~costs ~~taxes,~~because ~~the~~they ~~primary~~are non-~~GAAP~~recurring ~~adjustment~~in ~~relates~~nature toand ~~the~~are ~~income~~not ~~tax~~representative ~~effects~~ of ~~stock-based~~our ~~compensation~~core ~~expense~~operations.

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•Restructuring costs. In January 2026, we announced the transition of customers of our R&M service model to the Navan platform. As part of the integration and evolution of the unified offering, we implemented workforce reductions and incurred employee-related expenses, including severance and other termination benefits. We may incur incremental restructuring costs in the near and long-term related to the announced unification of services under the Navan brand; however, the timing and magnitude of these costs is uncertain. We exclude these costs because we do not consider them to be normal cash operating expenses necessary to operate our business.

•Non-GAAP provision for income taxes. We have adjusted the provision for income taxes to reflect the income tax effects of the non-GAAP adjustments to GAAP loss before income tax expense. Due to the full valuation allowance against U.S. federal and state deferred taxes, the primary non-GAAP adjustments relate to the income tax effects of stock-based compensation expense and amortization of intangible assets.

Non-GAAP Gross Profit and Non-GAAP Gross Margin

We define non-GAAP gross profit as GAAP gross profit, excluding stock-based compensation-related charges, ~~and~~ amortization of intangible assets, and restructuring costs. We define non-GAAP gross margin as non-GAAP gross profit divided by revenue.

56The following table sets forth the reconciliation of GAAP gross profit to non-GAAP gross profit and gross margin to non-GAAP gross margin for the periods presented:


	Three Months Ended April 30,
	2026		2025
	(dollars in thousands)
GAAP gross profit	$	163,055	$	111,793
GAAP gross margin	74%		71%
Stock-based compensation-related charges	1,789		1,047
Amortization of intangible assets	—		63
Restructuring costs	200		—
Non-GAAP gross profit	$	165,044	$	112,903
Non-GAAP gross margin	75%		72%

Non-GAAP Income from Operations

We define non-GAAP income from operations as GAAP loss from operations, excluding stock-based compensation-related charges, amortization of intangible assets, severance and executive transition costs, and restructuring costs. The following table sets forth the reconciliation of GAAP loss from operations to non-GAAP income from operations for the periods presented:


	Three Months Ended April 30,
	2026		2025
	(in thousands)
GAAP loss from operations	$	(18,109)	$	(15,894)
Stock-based compensation-related charges	37,898		17,260
Amortization of intangible assets	672		1,310
Severance and executive transition costs	1,419		—
Restructuring costs	1,754		—
Non-GAAP income from operations	$	23,634	$	2,676

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The following table reflects the reconciliation of GAAP gross profit to non-GAAP gross profit and gross margin to non-GAAP gross margin for the periods presented:

	Three Months Ended October 31,				Nine Months Ended October 31,
	2025		2024		2025		2024
	(dollars in thousands)
GAAP gross profit	$	137,854	$	106,596	$	374,684	$	277,778
GAAP gross margin	71%		71%		71%		69%
Stock-based compensation-related charges	6,632		1,683		8,742		3,525
Amortization of intangible assets	—		64		85		192
Non-GAAP gross profit	$	144,486	$	108,343	$	383,511	$	281,495
Non-GAAP gross margin	74%		72%		73%		70%

Non-GAAP Income (Loss) from Operations

We define non-GAAP income (loss) from operations as GAAP loss from operations, excluding stock-based compensation-related charges and amortization of intangible assets.

The following table reflects the reconciliation of GAAP loss from operations to non-GAAP income (loss) from operations for the periods presented:

	Three Months Ended October 31,				Nine Months Ended October 31,
	2025		2024		2025		2024
	(in thousands)
GAAP loss from operations	$	(79,236)	$	(19,458)	$	(107,387)	$	(74,828)
Stock-based compensation expense-related charges	103,363		24,576		139,960		59,868
Amortization of intangible assets	1,289		1,348		3,919		3,941
Non-GAAP income (loss) from operations	$	25,416	$	6,466	$	36,492	$	(11,019)

Non-GAAP Net Income (Loss)

We define non-GAAP net income (loss) as GAAP net loss, excluding stock-based compensation-related charges, amortization of intangible assets, amortization of debt discount and debt issuance costs, loss ~~(gain)~~ on fair value adjustments, SAFE debt issuance costs expensed, ~~and~~ loss on extinguishment of debt, severance and executive transition costs, and restructuring costs, and adjusted to reflect the income tax effects of the non-GAAP adjustments to GAAP loss before income tax expense.

57The following table sets forth the reconciliation of GAAP net loss to non-GAAP net income (loss) for the periods presented:

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	Three Months Ended April 30,
	2026		2025
	(in thousands)
GAAP net loss	$	(20,506)	$	(61,257)
Stock-based compensation-related charges	37,898		17,260
Amortization of intangible assets	672		1,310
Amortization of debt discount and debt issuance costs	477		1,434
Loss on fair value adjustments	—		10,136
SAFE debt issuance costs expensed	—		2,913
Loss on extinguishment of debt	—		20,528
Severance and executive transition costs	1,419		—
Restructuring costs	1,754		—
Non-GAAP provision for income taxes	(132)		604
Non-GAAP net income (loss)	$	21,582	$	(7,072)

The following table reflects the reconciliation of GAAP net loss to non-GAAP net income (loss) for the periods presented:

	Three Months Ended October 31,				Nine Months Ended October 31,
	2025		2024		2025		2024
	(in thousands)
GAAP net loss	$	(225,389)	$	(41,882)	$	(325,269)	$	(134,426)
Stock-based compensation expense-related charges	103,363		24,576		139,960		59,868
Amortization of intangible assets	1,289		1,348		3,919		3,941
Amortization of debt discount and debt issuance costs	1,600		2,735		4,584		10,245
Loss (gain) on fair value adjustments	29,155		(1,381)		47,041		(4,401)
SAFE debt issuance costs expensed	—		—		2,913		—
Loss on extinguishment of debt	97,450		—		117,978		—
Non-GAAP provision for income taxes	1,731		682		3,298		1,438
Non-GAAP net income (loss)	$	9,199	$	(13,922)	$	(5,576)	$	(63,335)

Free Cash Flow

We define free cash flow, a non-GAAP financial measure, as GAAP net cash provided by (used in) operating activities reduced by cash used for investing activities for capitalized software development costs and purchases of property and equipment.

The following table ~~reflects~~sets forth the reconciliation of GAAP operating cash flow to non-GAAP free cash flow for the periods presented:

	Nine Months Ended October 31,
	Three Months Ended April 30,
	2025		2024
	2026		2025
Net cash used in operating activities	$	(1,311)	$	(41,468)
	(in thousands)
Less: Capitalized software development costs	(13,072)		(11,567)
Net cash provided by (used in) operating activities	$	(6,798)	$	4,551
Less: Purchases of property and equipment	(589)		(774)
Less: Capitalized software development costs	(4,647)		(3,927)
Free cash flow	(14,972)		(53,809)
Less: Purchases of property and equipment	(105)		(90)
Free cash flow	$	(11,550)	$	534

Liquidity and Capital Resources

In October 2025, we completed our IPO and sold 30,000,000 shares of our Class A common stock at a public offering price of $25.00 per share, which resulted in net proceeds of $713.3 million after deducting underwriting discounts and before deducting offering costs. We recognized $81.8 million of stock-based compensation expense related to the satisfaction of the performance-based vesting condition for outstanding RSUs for which the service-based vesting conditions were fully or partially satisfied upon the IPO. To meet the related tax withholding requirements for the net settlement of the vested RSUs, we withheld 709,106 shares of Class A common stock. Based on an IPO price of $25.00 per share, our tax withholding obligation was $17.7 million, of which $8.3 million was paid during the three months ended October 31, 2025. The remainder will be paid prior to January 31, 2026.

Since our inception, we have financed our operations primarily through sales of equity securities and debt, as well as cash generated from operations. Our principal uses of cash in recent periods have been funding our operations, investing in our business, technologies, and platform, capital expenditures, and various business acquisitions. As of October 31, 2025, our principal sources of liquidity were cash and cash equivalents of $809.1 million, which were held primarily for working capital purposes. Cash and cash 48

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~~equivalents~~withheld ~~consisted of funds deposited with banks~~709,106 ~~funds~~shares ~~available~~of ~~for~~Class ~~use~~A ~~held~~common ~~with~~stock. ~~our~~Based ~~corporate~~on ~~card~~an ~~payment~~IPO ~~processing~~price ~~partner, which are not earmarked to collateralize corporate card spend by our customers, and money market funds with original or remaining maturities~~ of ~~three months or less at the time of purchase~~$25.00 Weper ~~have~~share, ~~generated significant operating losses from~~ our ~~operations~~tax aswithholding ~~reflected~~obligation inwas ~~our accumulated deficit of~~ $~~1,942~~17.~~4 million as of October~~7 31million, ~~2025.~~which Wewas ~~expect~~paid toduring ~~continue to incur operating losses, and our operating cash flows may fluctuate between positive and negative amounts at least through~~ the ~~fiscal~~ year ~~ending~~ended January 31, ~~2027 due to investments we intend to make to support growth in our business~~2026. ~~As a result, we may require additional capital resources to execute strategic initiatives to grow our business.~~

WeSince ~~believe~~ our ~~existing~~inception, ~~cash~~we ~~and~~have ~~cash~~financed ~~equivalents~~our ~~and~~operations ~~cash~~primarily ~~provided~~through bysales ~~our~~of ~~operations,~~equity ~~together~~securities ~~with~~and ~~amounts~~debt, ~~available~~as ~~for~~well ~~borrowing~~as ~~under~~cash ~~the~~generated ~~Warehouse~~from ~~Credit~~operations. ~~Facility~~Our ~~and~~principal ~~the~~uses ~~ABL~~of ~~Facility,~~cash ~~will~~in berecent ~~sufficient~~periods tohave ~~meet~~been funding our ~~requirements~~operations, ~~and~~investing ~~plans~~in ~~for~~our ~~cash~~business, ~~including~~technologies, ~~supporting~~and ~~working~~platform, capital expenditures, and ~~capital~~various ~~expenditure~~business ~~requirements for at least the next 12 months and beyond~~acquisitions. As of ~~October~~April 3130, ~~2025~~2026, weour ~~had~~principal ~~borrowing~~sources ~~capacity~~ of ~~$250.0 million~~liquidity ~~under~~were ~~the~~cash ~~Warehouse Credit Facility,~~ and ~~outstanding~~cash ~~borrowings~~equivalents of $~~168~~518.24 million~~. As of October 31~~, ~~2025,~~which wewere ~~had~~held ~~borrowing~~primarily ~~capacity~~for ofworking ~~$100.0 million~~capital ~~under the ABL Facility~~purposes, and ~~outstanding~~short-term ~~borrowings~~investments of $37162.02 million. ~~Our~~Cash ~~future~~consisted ~~capital requirements and the adequacy~~ of ~~available~~ funds ~~will~~deposited ~~depend~~with onbanks ~~many~~and ~~factors,~~a ~~including~~portion ~~our~~of ~~growth~~the ~~rate,~~balance ~~payment~~held ~~volume,~~with ~~expansion of~~ our ~~platform~~corporate ~~customer~~card ~~base,~~payment ~~expansion~~processing ofpartners ~~sales~~that ~~and~~is ~~marketing~~not ~~activities,~~restricted ~~the~~to ~~timing~~fund ~~and~~transactions ~~extent~~charged ofby ~~spending~~our tocorporate ~~support~~card ~~development~~users. ~~efforts,~~Cash ~~the~~equivalents ~~introduction~~consisted of ~~new~~money ~~offerings, and continued~~ market ~~adoption~~funds ofand ~~our~~commercial ~~platform.~~paper Wewith ~~may~~an inoriginal ~~the~~maturity ~~future~~of ~~enter~~three ~~into~~months ~~arrangements to acquire~~ or ~~invest~~less inat ~~complementary~~the ~~businesses,~~date ~~services,~~of ~~and technologies, including intellectual property rights~~purchase. WeInvestments ~~may~~consisted beof ~~required to seek additional equity or debt financing~~U.S. Ingovernment ~~the~~and ~~event~~agency ~~that additional financing is required from outside sources~~securities, wecommercial ~~cannot be sure that any additional financing will be available to us on acceptable terms~~paper, ifand atcorporate ~~all~~bonds. IfOur weinvestments are ~~unable~~focused toon ~~raise~~preserving ~~additional~~ capital ~~when desired~~, ~~our~~maintaining ~~business,~~sufficient ~~results~~liquidity offor operations, and ~~financial~~maximizing ~~condition~~returns ~~would~~within beour ~~materially~~risk ~~and adversely affected~~parameters. ~~We fund corporate card transactions in advance of receiving payments from our customers.~~ Our ~~working~~investment ~~capital~~policy ~~may~~sets ~~fluctuate~~forth ~~from~~authorized ~~period~~investment tocategories, ~~period~~credit asrating aminimums, ~~result of the timing of when we fund our corporate card payment processors~~ and ~~when~~maturity ~~we receive payments from our customers~~requirements. ~~During~~We ~~peak~~believe ~~travel~~these ~~periods,~~policies ~~the~~mitigate ~~impact~~our ofexposure ~~this may be more significant than in other periods and may require us~~ to ~~draw~~any ~~down~~risk ~~on the Warehouse Credit Facility~~concentrations.

~~During~~We ~~the~~have ~~three~~generated ~~months~~significant ~~ended~~operating ~~October 31,~~losses ~~2025,~~from ~~the~~our ~~convertible~~operations ~~notes~~as ~~and~~reflected ~~SAFEs~~in ~~converted~~our ~~into~~accumulated ~~shares~~deficit of ~~our~~$2.0 ~~Class~~billion Aas ~~common~~of ~~stock~~April 30, in2026. ~~connection~~We ~~with~~expect ~~the~~to ~~IPO~~continue to incur operating losses, and weour ~~paid~~operating ~~$133.7 million~~cash toflows ~~settle~~may fluctuate between positive and negative amounts at least through the ~~Vista~~fiscal ~~Facility.~~year Asending ofJanuary ~~October~~ 31, ~~2025,~~2027 ~~our~~due ~~principal~~to ~~commitments~~investments ~~consist~~we ofintend ~~obligations~~to ~~under~~make ~~the~~to ~~Warehouse~~support ~~Credit~~growth ~~Facility~~in our business, and the ~~ABL~~difference ~~Facility~~in timing of payments received from our customers as compared to payments made to vendors, ~~operating~~including ~~leases~~travel ~~for~~suppliers. ~~office~~As ~~space~~a result, ~~and~~we ~~non-cancelable~~may ~~purchase~~require ~~commitments~~additional ~~primarily~~capital ~~related~~resources to ~~cloud~~execute ~~hosting~~strategic ~~arrangements~~initiatives ~~and~~to ~~software~~grow ~~subscriptions~~our business.

AsWe ofbelieve ~~October~~our 31existing cash and cash equivalents and cash provided by our operations, ~~2025~~together with amounts available for borrowing under the Warehouse Credit Facility and the ABL Facility, will be sufficient to meet our ~~principal~~requirements ~~commitments~~and ~~consist~~plans for cash, including supporting working capital and capital expenditure requirements for at least the next 12 months and beyond. As of ~~obligations~~April 30, 2026, we had borrowing capacity of $250.0 million under the Warehouse Credit Facility, and outstanding borrowings of $118.2 million. As of April 30, 2026, we had borrowing capacity of $100.0 million under the ABL Facility, ~~operating~~and ~~leases~~outstanding ~~for~~borrowings ~~office~~of ~~space~~$6.0 million. Our future capital requirements and the adequacy of available funds will depend on many factors, including our growth rate, payment volume, expansion of our platform customer base, expansion of sales and ~~non-cancelable~~marketing ~~purchase~~activities, ~~commitments~~the ~~primarily~~timing ~~related~~and extent of spending to ~~cloud~~support ~~hosting~~development efforts, the introduction of new offerings, and continued market adoption of our platform. We may in the future enter into arrangements to acquire or invest in complementary businesses, services, and ~~software~~technologies, ~~subscriptions~~including intellectual property rights. We may be required to seek additional equity or debt financing. In the event that additional financing is required from outside sources, we cannot be sure that any additional financing will be available to us on acceptable terms, if at all. If we are unable to raise additional capital when desired, our business, results of operations, and financial condition would be materially and adversely affected. We fund corporate card transactions in advance of receiving payments from our customers. Our working capital may fluctuate from period to period as a result of the timing of when we fund our corporate card payment processors and when we receive payments from our customers. During peak travel periods, the impact of this may be more significant than in other periods and may require us to draw down on the Warehouse Credit Facility.

As of April 30, 2026, our principal commitments consist of obligations under the Warehouse Credit Facility, the ABL Facility, operating leases for office space, and non-cancelable purchase commitments primarily related to cloud hosting arrangements and software subscriptions.

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Debt Obligations Extinguished in Connection with IPO

Convertible Notes

In June 2020, we issued convertible notes of $125.0 million in aggregate principal amount, net of $2.9 million in debt issuance costs, with an initial maturity of June 2025 (the “convertible notes”). During the year ended January 31, 2025, the holders exercised their option to extend the term of the convertible notes by two years from June 2025 to June 2027. Prior to conversion, interest accrued on the principal amount at an initial rate of 7.5% per annum and was added to the principal as payment in kind (“PIK”) interest and compounded semi-annually. Beginning in June 2022, the stated interest rate escalated 1.0% biannually to 12.5% per annum through maturity. The interest rate remained unchanged through the extended term. The convertible notes contained certain affirmative or negative covenants applicable to the Company, including, among other things, restrictions on repurchases of stock, dividends and other distributions.

59The convertible notes also contained embedded features, including conversion options that were exercisable upon the occurrence of various contingencies. The conversion options involved a discount to the conversion price ranging from 20% to 35% that increased with the passage of time. The share-settled redemption features of the convertible notes represented embedded derivatives requiring bifurcation. We recorded the initial fair value of the embedded derivative liability of $43.1 million as a discount on the convertible notes’ face amount. The debt discount was amortized to interest expense at an effective interest rate of 13.5% through the extended maturity date. If no conversion or settlement event was triggered prior to the notes’ maturity, the convertible notes would have been redeemed at a 12.5% internal rate of return (“IRR”). The 12.5% IRR payout at maturity was incorporated into the effective interest rate calculation.

~~Table~~In connection with the IPO, the convertible notes automatically converted into 12,827,963 shares of ~~Contents~~Class A common stock at a 35% discount to the IPO price. The Company recognized a $84.1 million loss on the debt extinguishment. The loss on extinguishment of debt is recognized within the condensed consolidated statements of operations during the year ended January 31, 2026.

The convertible notes also contained embedded features, including conversion options that were exercisable upon the occurrence of various contingencies. The conversion options involve a discount to the conversion price ranging from 20% to 35% that increased with the passage of time. The share-settled redemption features of the convertible notes represented embedded derivatives requiring bifurcation. We recorded the initial fair value of the embedded derivative liability of $43.1 million as a discount on the convertible notes’ face amount. Refer to Note 3 — Fair Value Measurements in the notes to the condensed consolidated financial statements included elsewhere in this Quarterly Report for additional detail regarding the embedded derivative liability. The debt discount was amortized to interest expense at an effective interest rate of 13.5% through the extended maturity date. If no conversion or settlement event was triggered prior to the notes’ maturity, the convertible notes would have been redeemed at a 12.5% internal rate of return (“IRR”). The 12.5% IRR payout at maturity was incorporated into the effective interest rate calculation.

As of January 31, 2025, the convertible notes were presented within convertible notes on the condensed consolidated balance sheets at their original issuance value plus PIK interest, net of the unamortized debt discount and issuance costs, and were not marked to fair value at each reporting period.

In connection with the IPO, the convertible notes automatically converted into 12,827,963 shares of Class A common stock at a 35% discount to the IPO price. The Company recognized a $84.1 million loss on the debt extinguishment. The loss on extinguishment of debt is recognized within the condensed consolidated statements of operations during the three months ended October 31, 2025.

SAFEs

During the ~~nine~~year ~~months~~ ended ~~October~~ January 31, ~~2025~~2026, we entered into simple agreements for future equity (“SAFEs”) with multiple investors in exchange for cash proceeds of $155.0 million. The SAFEs had an interest rate of 12% per annum. We issued common stock warrants to investors together with the SAFEs. The number of shares issued upon exercise of the common stock warrants was determined based on a fixed percentage of the fully diluted capitalization prior to the earliest to occur of (i) a deemed liquidation event, (ii) a liquidity event, and (iii) the date of exercise.

We incurred debt issuance costs of $2.9 million in connection with the issuance of the SAFEs and common stock warrants, which were expensed when incurred and are presented within other income ~~(expense)~~, net in the accompanying condensed consolidated statements of operations.

In connection with the IPO, the SAFEs automatically converted into 7,851,008 shares of our Class A common stock at a 15% discount to the IPO price. The SAFE warrants became exercisable for a fixed number of shares, were reclassified to equity, and were exercised for 1,216,187 shares of Class A common stock in connection with the IPO.

Vista Facility

In February 2025, we entered into a credit agreement with VCP Capital Markets, LLC, under which we issued term loans to lenders in exchange for proceeds of $130.0 million, with a maturity date of February 24, 2030 (the “Vista Facility”). In connection with the Vista Facility, we issued warrants covering 486,588 shares of common stock. The principal amount accrued cash interest at a floating rate based on ~~SOFR plus 5%, and PIK interest of 1.5%. Interest was payable every three months in arrears, and PIK interest was added to the principal balance and compounded every three months.~~

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SOFR plus 5%, and PIK interest of 1.5%. Interest was payable every three months in arrears, and PIK interest was added to the principal balance and compounded every three months.

In connection with the IPO, we paid $133.7 million to settle the Vista Facility and recognized a $13.3 million loss on the debt extinguishment. We did not incur a prepayment penalty because we prepaid the Vista Facility in connection with a qualified IPO. The common stock warrants issued in connection with the Vista Facility were net exercised for 486,005 shares of Class A common stock in connection with the IPO.

Debt Obligations

Warehouse Credit Facility

In November 2022, Liquid Labs SPV, LLC (“Liquid Labs”), our wholly-owned subsidiary, entered into a loan agreement with a group of lenders for a revolving warehouse credit facility (the ”Warehouse Credit Facility”). Under the original terms of the agreement, the Warehouse Credit Facility had a maturity date of February 18, 2025, or earlier pursuant to the loan agreement, and had a total commitment amount of $200.0 million, consisting of a Class A facility and a Class B facility for $171.1 million and $28.9 million, respectively. The original terms also included a minimum utilization of 50.0% of the committed amount. Any unused portion of the Warehouse Credit Facility will bear interest of 0.50% per annum. The Warehouse Credit Facility was established to finance our ~~Expense~~corporate ~~Management~~payments offering. Borrowings on the Warehouse Credit Facility bear interest at a floating rate based on SOFR plus an applicable margin, as defined by the loan agreement. ~~The Warehouse Credit Facility has a minimum utilization of 50.0% of the committed amount, and any unused portion of the Warehouse Credit Facility will bear interest at 0.50% per annum.~~ Borrowings under the Warehouse Credit Facility are secured by the corporate card receivables.

The Warehouse Credit Facility ~~was~~has been amended multiple times ~~during~~over the ~~year~~term ~~ended~~to ~~January~~change ~~31, 2025 and during~~ the ~~nine~~borrowing ~~months~~capacity ~~ended~~and ~~October~~maturity ~~31, 2025~~date. As of ~~October 31~~April 30, ~~2025~~2026, the ~~amended~~term ~~terms~~ of the Warehouse Credit Facility ~~include~~extends ~~total~~through ~~available borrowings of $250.0 million, an extended maturity date of~~ February 18, 2028, anthe ~~expanded~~minimum ~~borrowing~~utilization ~~base~~is to40% ~~include~~of ~~receivables~~the ~~generated~~committed ~~in foreign currency~~amount, and ~~amendments~~the toborrowing ~~certain~~capacity ~~financial~~is ~~covenants~~$250.0 million.

The Warehouse Credit Facility contains mandatory and optional redemption features upon an event of default and other potential additional interest provisions that are bifurcated and treated as embedded derivative liabilities under the accounting guidance ~~Financial~~ASC ~~Accounting Standards Board Accounting Standards Codification Topic~~ 815, Derivatives and Hedging~~, or ASC 815~~. At inception of the Warehouse Credit Facility, and as of ~~October 31~~April 30, ~~2025~~2026 and January 31, ~~2025~~2026, the fair value of the embedded derivative liabilities was determined to be immaterial.

We incurred upfront commitment fees of $2.0 million for the Warehouse Credit Facility when the agreement was executed, an incremental $1.4 million upon the execution of various amendments ~~during~~in the year ended January 31, 2025, and an incremental $2.8 million upon the ~~execution~~extension of anthe ~~amendment~~Warehouse inCredit ~~April~~Facility ~~2025~~during the year ended January 31, 2026. These upfront commitment fees were recorded as a deferred cost asset on the balance sheet and are amortized on a straight-line basis as incremental interest expense.

~~During~~As ~~the~~of ~~year ended January 31~~April 30, ~~2025~~2026, wethe ~~drew~~Company ~~down~~had ana ~~aggregate~~total ofoutstanding ~~$37.8 million~~balance ~~and~~of ~~repaid~~ $30118.0 17 million ofon the Warehouse Credit Facility. ~~During~~The ~~the~~Warehouse ~~nine~~Credit ~~months~~Facility ~~ended~~contains ~~October~~certain ~~31,~~affirmative ~~2025,~~or wenegative ~~drew~~covenants, ~~down~~including anmaintaining ~~aggregate~~certain levels of ~~$35.0~~minimum ~~million~~liquidity, maximum leverage, and ~~repaid~~minimum ~~$81~~tangible net worth.1 ~~million~~As of April 30, 2026 and January 31, 2026, we remain in compliance with the ~~Warehouse~~covenants ~~Credit~~of ~~Facility~~the loan agreement.

We intend to enter into a new warehouse credit facility by the end of fiscal 2026.

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In the future, we may enter into additional warehouse facilities or other financing arrangements to fund the expansion of our corporate payments business.

ABL Facility

In March 2025, the Company entered into an asset-based lending revolving line of credit with Citibank, N.A., as agent for the lenders (the “ABL Facility”), for a term through March 2028. The ABL Facility has a borrowing limit of $100.0 million and incurs interest at SOFR plus 2.5%. Any unused portion of the ABL Facility will bear interest at 0.25% per annum. The available borrowings are based on eligible U.S. and UK travel receivables. Repayment is required if borrowings exceed stated limits. We may voluntarily prepay outstanding borrowings at any time without premium or penalty, other than customary breakage costs. We incurred fees of $1.6 million associated with entering into the ABL Facility, which are capitalized and amortized over the term.

As of ~~October~~April 3130, ~~2025~~2026, wethe Company had ~~drawn~~ a total outstanding balance of $376.0 million on the ABL Facility. The ABL Facility contains certain affirmative or negative covenants including, among other things, restrictions on repurchases of stock, dividends, and other distributions. As of April 30, 2026,we were in compliance with all covenants.

During the three months ended October 31, 2025, we recognized $0.8 million of interest expense, comprised of $0.7 million of interest paid and payable, and $0.1 million for the amortization of debt issuance costs.

Cash Flows

The following table ~~summarizes~~presents our cash flows for the periods presented:

	Nine Months Ended October 31,
	Three Months Ended April 30,
	2025		2024
	2026		2025
Net cash used in operating activities	$	(1,311)	$	(41,468)
	(In thousands)
Net cash provided by (used in) investing activities	$	(49,548)	$	2,906
Net cash provided by (used in) operating activities	$	(6,798)	$	4,551
Net cash provided by financing activities	$	630,625	$	77,686
Net cash (used in) investing activities	$	(28,729)	$	(2,846)
Net cash provided by financing activities	$	14,031	$	62,009

Operating Activities

Net cash used in operating activities was $16.38 million for the ~~nine~~three months ended ~~October 31~~April 30, ~~2025~~2026 as compared to net cash ~~used~~provided inby operating activities of $414.56 million for the ~~nine~~three months ended ~~October 31~~April 30, ~~2024~~2025. The ~~decrease~~increase in net cash used was primarily due tothe andifference ~~increase of revenue which surpassed an increase~~ in ~~operating~~timing ~~and non-operating losses and expenses adjusted for non-cash items, including (i) loss on extinguishment~~ of ~~debt,~~payments ~~(ii)~~received ~~stock-based~~from ~~compensation~~our ~~expense,~~customers ~~and~~as ~~(iii)~~compared ~~loss~~to onpayments ~~fair~~made ~~value~~to ~~adjustments~~vendors.

Investing Activities

Net cash used in investing activities was $4928.57 million for the ~~nine~~three months ended ~~October 31~~April 30, ~~2025~~2026 as compared to ~~net cash provided by investing activities of~~ $2.98 million for the ~~nine~~three months ended ~~October 31~~April 30, ~~2024~~2025. The change was primarily driven by purchases of investments exceeding maturities, and by our funding of customer spend activity on our corporate cards surpassing payments from customers during the ~~nine~~three months ended ~~October 31~~April 30, ~~2025~~2026 as compared to customer payments ~~slightly~~ surpassing funding of customer spend activity during the ~~nine~~three months ended ~~October 31~~April 30, ~~2024~~2025. Net cash used in or provided by corporate card spend and customer payment activity will vary from period to period depending on timing and volume of activity relative to period-end.

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Financing Activities

Net cash provided by financing activities was $~~630~~14.60 million for the ~~nine~~three months ended ~~October 31~~April 30, ~~2025~~2026 as compared to $7762.70 million for the ~~nine~~three months ended ~~October 31~~April 30, ~~2024~~2025. The ~~increase~~change was primarily driven by ~~the receipt of~~ proceeds from ~~our~~the ~~IPO~~issuance ~~and~~of ~~proceeds~~debt ~~from~~in excess of debt ~~borrowings~~payments during the ~~nine~~ three months ended ~~October 31~~April 30, 2025, partially offset by ~~payments~~proceeds onreceived ~~debt~~from ~~borrowings,~~stock ~~primarily~~option ~~due~~exercises ~~to the settlement of the 2022 Promissory Note and the Vista Facility~~ during the ~~nine~~three months ended ~~October 31~~April 30, ~~2025~~2026.

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Critical Accounting Policies and Estimates

Our condensed consolidated financial statements and the related notes thereto included elsewhere in this Quarterly Report on Form 10-Q are prepared in accordance with GAAP. The preparation of condensed consolidated financial statements ~~in accordance with GAAP~~ requires us to make certain estimates, judgments, and assumptions that affect the reported amounts of assets, ~~and~~ liabilities, revenue, and ~~the~~expenses ~~related disclosures at the date of the financial statements,~~ as well as ~~the~~related ~~reported~~disclosures. ~~amounts~~We ofevaluate ~~revenue~~our estimates and ~~expenses~~assumptions ~~during~~on ~~the~~an ~~period~~ongoing ~~presented~~basis. WeOur ~~base~~estimates ~~our~~are ~~estimates~~based on historical experience and on various other assumptions that we believe to be reasonable under the circumstances. Actual results could differ significantly from our estimates. To the extent that there are differences between our estimates and actual results, our future financial statement presentation, financial condition, results of operations, and cash flows could be affected.

There have been no material changes to our critical accounting policies and estimates as described in our Annual Report on Form 10-K for the ~~Prospectus~~year ended January 31, 2026.

JOBS Act Accounting Election

We are an "emerging growth company" under the Jumpstart Our Business Startups Act of 2012, as amended (the “JOBS Act”), which permits us to take advantage of an extended transition period to comply with new or revised accounting standards applicable to public companies. We have elected to use this extended transition period until we are no longer an emerging growth company or until we affirmatively and irrevocably opt out of the extended transition period. As a result, our condensed consolidated financial statements may not be comparable to companies that comply with new or revised accounting pronouncements applicable to public companies.

Recent Accounting Pronouncements

See Note 1 ― — Description of Business and Significant Accounting Policies in the notes to the condensed consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q for more information.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

Foreign Currency Risk

We conduct business in certain international markets, primarily in Europe in the United Kingdom. Because we operate in international markets, we have exposure to different economic conditions, political climates, tax systems, and regulations that could affect foreign currency exchange rates.

The functional currency of our foreign subsidiaries may be the local currency or the U.S. dollar, depending on the primary economic environment in which the subsidiary operates. Consequently, changes in foreign currency exchange rates may impact the translation of those subsidiaries’ financial statements into U.S. dollars. Our condensed consolidated results of operations and cash flows are, therefore, subject to fluctuations due to changes in foreign currency exchange rates and may be adversely affected in the future due to changes in foreign exchange rates. To date, we have not entered into any hedging arrangements with respect to foreign currency risk or other derivative financial instruments, although we may choose to do so in the future. A hypothetical 10% increase or decrease in the relative value of the U.S. dollar to other currencies would not have a material effect on our operating results. In addition, foreign currency exchange rate fluctuations on transactions denominated in currencies other than the functional currency result in transactional gains and losses. We recognize these transactional gains and losses (primarily Euro and British pound currency transactions) in our condensed consolidated statement of operations and have recorded net foreign currency exchange gains (losses) of $(3.8) million and $7.9 million for the three months ended April 30, 2026 and 2025. Future transactional gains and losses are inherently difficult to predict as they depend on how the multiple currencies in which we transact fluctuate in relation to the U.S. dollar and other functional currencies, and the relative composition and denomination of monetary assets and liabilities in each period.

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U.S. dollar to other currencies would not have a material effect on our operating results. In addition, foreign currency exchange rate fluctuations on transactions denominated in currencies other than the functional currency result in transactional gains and losses. We recognize these transactional gains and losses (primarily Euro and British pound currency transactions) in our consolidated statement of operations and have recorded net foreign currency exchange gains (losses) of $(1.9) million and $(0.3) million for the three months ended October 31, 2025, and 2024 and $5.7 million and $(1.0) million for the nine months ended October 31, 2025 and 2024 in other income (expense), net. Future transactional gains and losses are inherently difficult to predict as they depend on how the multiple currencies in which we transact fluctuate in relation to the U.S. dollar and other functional currencies, and the relative composition and denomination of monetary assets and liabilities in each period.

Interest Rate Risk

As of ~~October~~April 3130, ~~2025~~2026, we had cash, ~~and~~ cash equivalents and short-term investments of $~~809~~680.16 million. Cash, ~~and~~ cash equivalents, and our investments consist of cash in banks and interest-bearing money market accounts, ~~for~~money ~~which~~market ~~the~~funds, ~~fair~~U.S. ~~market~~government ~~value~~and ~~would~~agency besecurities, ~~affected~~commercial bypaper, ~~changes~~and incorporate ~~the~~bonds. Our cash, cash equivalents, and short-investments are held for working capital and general ~~level~~corporate ofpurposes. UWe do not enter into investments for trading or speculative purposes.S. Our investments are exposed to market risk due to fluctuations in interest rates, which may affect our interest income. However, due to the ~~short-term maturities and the~~ low-risk profile of our investments, an immediate 10% change in interest rates would not have a material effect on the fair market value of our cash, ~~and~~ cash equivalents and investments.

We are also exposed to interest rate risk through fluctuations in interest rates on our debt obligations, some of which carry interest at a floating rate. We seek to manage exposure to adverse interest rate changes through our normal operating and financing activities. As of ~~October~~April 3130, ~~2025~~2026, a hypothetical 10% relative change in interest rates would not have a material impact on our condensed consolidated financial statements.

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Our management, with the participation of our principal executive officer and principal financial officer, has evaluated the effectiveness of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, as of the end of the period covered by this Quarterly Report on Form 10-Q.

Based on that evaluation, our principal executive officer and principal financial officer concluded that, as of the end of the period covered by this Quarterly Report on Form 10-Q, our disclosure controls and procedures were effective to provide reasonable assurance that the information we are required to disclose in reports that we file or submit under the Exchange Act is (i) recorded, processed, summarized, and reported within the time periods specified in SEC rules and forms, and (ii) accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosure.

Changes in Internal Control Over Financial Reporting

There were no changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that occurred during the ~~quarter~~period ~~ended~~covered ~~October 31,~~by ~~2025~~this Quarterly Report on Form 10-Q that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Limitations on Effectiveness of Controls and Procedures

A control system, no matter how well designed and operated, can provide only reasonable, not absolute assurance that the objectives of the control system are met. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of a simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people or by management override of the controls.

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PART II—OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS.

~~From~~The ~~time~~information torequired ~~time, we are involved in various legal proceedings arising from the normal course of business activities. We are not presently a party~~ to ~~any~~be ~~litigation~~set ~~the~~forth ~~outcome~~under ofthis ~~which,~~Item we1 ~~believe,~~is ifincorporated ~~determined~~by ~~adversely~~reference to ~~us,~~Note ~~would~~10 ~~individually~~— Commitments orand ~~taken~~Contingencies ~~together~~— ~~have~~Litigation ~~a material adverse effect on our business, results of operations, cash flows, or financial condition. We have received, and may~~ in the ~~future~~notes ~~continue~~ to ~~receive,~~the ~~claims~~Condensed ~~from~~Consolidated ~~third~~Financial ~~parties~~Statements ~~asserting,~~included ~~among~~in ~~other~~Part ~~things~~I, ~~infringement~~Item 1 of ~~their~~this ~~intellectual~~Quarterly ~~property~~Report ~~rights. Defending such proceedings is costly and can impose a significant burden~~ on ~~management~~Form ~~and employees~~10-Q. ~~We may receive unfavorable preliminary or interim rulings in the course of such litigation, and there can be no assurances that favorable final outcomes will be obtained.~~

ITEM 1A. RISK FACTORS.

Investing in our Class A common stock involves a high degree of risk. You should consider carefully the risks and uncertainties described below, together with all of the other information in this Quarterly Report on Form 10-Q, including the section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” our condensed consolidated financial statements and the related notes included elsewhere in this Quarterly Report on Form 10-Q before deciding whether to invest in shares of our Class A common stock. Our business, financial condition, results of operations, or prospects could also be adversely affected by risks and uncertainties that are not presently known to us or that we currently believe are not material. If any of the risks actually occur, our business, financial condition, results of operations, and prospects could be adversely affected. In that event, the market price of our Class A common stock could decline, and you could lose all or part of your investment.

Risks Related to Our Business and Industry

We have experienced rapid growth and operational and strategic expansion in recent periods. Such historical trends, including growth rates, may not continue in the future, and failure to effectively manage our growth could harm our business and results of operations.

We have experienced rapid growth and increased demand for our platform in recent periods. There is no assurance that we will manage our growth successfully, and our recent growth rates may not be indicative of our future growth. Our rapid growth has resulted in increased costs as we expanded our operations to scale our business and address increased customer and user demand, and we expect to continue to invest broadly across our organization to support our growth.

Continued macroeconomic uncertainty, including as a result of ~~rising~~fluctuating interest rates, inflation, tariffs, ~~foreign~~political ~~currency fluctuation~~unrest, ~~political~~geopolitical ~~unrest~~conflict, instability in the global banking system, and the potential for an economic recession, has resulted, and is expected to continue to result, in reductions as well as fluctuations in demand for travel and our offerings as companies reduce or deprioritize spending on ~~travel and expense (“~~T&E”) management offerings. Macroeconomic uncertainty has impacted and may continue to impact our ability to plan for future operations and strategic initiatives or predict our future financial performance (due in part to our usage-based revenue model for certain of our offerings, including our Travel Management offerings). Disruptions and changes in traveler behavior have occurred in recent times, including as a result of the COVID-19 pandemic and macroeconomic uncertainty, and may occur in the future, and we have faced and may continue to face challenges in accurately forecasting demand for travel and travel management services as a result. To maintain growth in our business, we need to, among other things, continue development and implementation of Navan Cognition and related AI features and functionalities, increase adoption and market acceptance of our offerings beyond travel, develop and increase adoption of additional offerings, compete effectively against larger and more established market participants as well as newer entrants, successfully execute our go-to-market strategies, address an increasing portion of the unmanaged travel market, and maintain or improve our relationships with suppliers~~, including commission rates~~.

65Our growth has also been and may continue to be negatively impacted as our customers, particularly customers with whom we have historically high adoption or expansion rates, decrease, or do not increase, headcount, including in connection with their adoption of automation and other AI solutions, reduce T&E budgets or otherwise increase scrutiny over IT spending for any reason. Over the last few years, adoption of remote work models has also become widespread, initially as a matter of necessity in response to the COVID-19 pandemic and more recently as a matter of company policy in light of evolving

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Our growth has also been and may continue to be negatively impacted as our customers, particularly customers with whom we have historically high adoption or expansion rates, do not increase or decrease headcount, reduce T&E budgets or otherwise increase scrutiny over IT spending for any reason, including due to macroeconomic uncertainty. Over the last few years, adoption of remote work models has also become widespread, initially as a matter of necessity in response to the COVID-19 pandemic and more recently as a matter of company policy in light of evolving perspectives on the need and desire for full-time in-person workforces. While more companies and organizations have instituted return-to-office policies and business travel levels have normalized following the COVID-19 pandemic, we cannot predict with certainty future trends in teleconference and virtual meeting technologies adoption, the impact that remote work policies will continue to have on the nature and amount of business travel, or whether employer and employee attitudes toward business travel will change in a lasting way. For example, smaller companies with limited travel or ~~information~~IT ~~technology~~ budgets may in the future prefer to use teleconference and virtual meeting technologies indefinitely or substantially limit business travel spending.

We have also encountered, and will continue to encounter, the risks and uncertainties frequently experienced by growing companies in rapidly changing industries. For example, we are required to manage multiple relationships with various suppliers, payment or expense service partners, other partners, customers, and other third parties. In the event of further growth of our operations or in the number of our third-party relationships, including in connection with acquisitions of complementary businesses and companies, our computer systems, procedures, or internal controls may not be adequate to support our operations, we may encounter further difficulties and delays in integrating acquired businesses and companies (including into our controls environment), and our management may not be able to manage such growth effectively. The growth and expansion of our business and platform places a significant strain on our management and our administrative, operational, and financial reporting resources. To effectively manage our growth, we must continue to implement and improve our operational, financial, and management information and reporting systems and manage our employee base, including recruiting and training new engineers, sales professionals, and agents.

As a result of the foregoing, our recent growth rates and financial performance should not necessarily be considered indicative of our future performance and results of operations, and you should not rely on the recent growth in our key business metrics as an indication of our future performance. In addition, if our assumptions regarding these risks and uncertainties, which we use to plan our business strategies and operations, are incorrect or change due to industry or market developments, or if we do not address these risks successfully, our business, financial condition, results of operations, and prospects could be negatively impacted.

Our revenue has historically been, and is expected to continue to be, significantly dependent on our Travel Management offerings, and a prolonged or substantial decrease in, or systemic disruptions to, global travel could adversely affect us.

Our revenue has historically been, and is expected to continue to be, significantly dependent on our Travel Management offerings, which have historically been and may in the future be significantly impacted by declines in, or disruptions to, global travel activity, including as a result of macroeconomic factors, geopolitical conflict, and widespread health concerns, ~~epidemics,~~such oras pandemics. Factors over which we have no control but which impact travel patterns and, depending on the scope and duration, cause significant declines in global or widespread travel volumes and reductions in our customers’ travel budgets include, among other things:

•the impact of macroeconomic uncertainty, including due to tariffs, volatile interest rates, inflation, domestic and foreign currency fluctuation, instability in the global banking system, volatility in global stock markets, and the potential for a prolonged economic recession~~, particularly on T&E budgets and IT spending at our existing and potential customers~~;

•political unrest or instability, including due to tariff policies;

66•global security concerns caused by cyber-terrorism or other terrorist attacks, the threat of terrorist attacks, or the precautions taken in anticipation of such attacks, including elevated threat warnings or selective cancellation or redirection of travel;

•the outbreak of hostilities, global conflict, or escalation or worsening of existing hostilities or war, such as the ongoing conflicts in Ukraine and the Middle East and tensions between China and Taiwan, in some cases resulting in adverse impacts to the cost of airline and other travel;

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•~~global~~increased ~~security~~oil ~~concerns~~prices, ~~caused~~including byas ~~terrorist~~a ~~attacks,~~result ~~the threat~~ of ~~terrorist~~geopolitical ~~attacks~~conflict, orand ~~the~~related ~~precautions~~adverse ~~taken~~impacts into ~~anticipation~~the ofcost ~~such~~and ~~attacks,~~availability ~~including~~of ~~elevated~~airline ~~threat~~and ~~warnings~~other ~~or selective cancellation or redirection of~~ travel;

•~~cyber-terrorism,~~sanctions imposed by the ~~outbreak~~United ofStates ~~hostilities,~~and ~~global~~other ~~conflict~~countries, orincluding ~~escalation~~in orresponse ~~worsening~~to ofgeopolitical ~~existing~~conflict, ~~hostilities~~and orretaliatory ~~war,~~actions ~~such~~taken asby ~~the~~sanctioned ~~ongoing~~countries ~~conflicts~~ in ~~Ukraine~~response ~~and~~to ~~the~~such ~~Middle~~sanctions, ~~East~~ and ~~tensions~~the ~~between~~resultant ~~China~~impact ~~and~~on ~~Taiwan, in some cases resulting in sanctions imposed by~~ the ~~United~~cost ~~States~~of airline and other ~~countries,~~travel and ~~retaliatory~~the ~~actions~~level ~~taken~~of bytravel ~~sanctioned countries in response to such sanctions~~demand;

•adverse changes in visa and immigration policies or the imposition of travel restrictions or more restrictive security procedures;

•climate change-related impact to travel destinations, such as extreme weather, natural disasters and disruptions, and actions taken by governments, businesses, our suppliers, and our other partners to combat climate change, such as new travel-related regulations, policies, or conditions related to sustainability and climate-change concerns;

•the occurrence of travel-related accidents or the grounding of aircraft due to safety concerns or regulatory actions;

•technical and operational disruptions at key transit hubs, including key international airports, due to insufficient funding of aviation and other travel or transportation agencies or governmental bodies;

•changes in preferences from traditional hotel bookings to the use of alternative providers that are not available on our platform;

•the impact of macroeconomic conditions and labor shortages on the cost and availability of airline travel, including the risk of a global recession;

•regulatory actions or changes to regulations governing the travel industry; and

•widespread health concerns or pandemics, such as the COVID-19 pandemic.

We have historically experienced and may in the future experience negative impacts to our business, financial condition, results of operations, and prospects from some or all of the above disruptions to business and consumer travel.

In addition, from time to time, certain airlines struggle to meet spikes in demand, leading to elevated cancellations and delays that frustrate passengers and strain airport operations. When large numbers of our customers experience delays or cancellations, our support costs tend to increase, and prolonged periods of systemic disruptions increase our operating costs and adversely affect our margins and results of operations.

Shifts in business travel trends or any decline in business travel demand would negatively impact our business, growth, results of operations, and financial condition.

Our business and growth depend on continued demand for business travel. In addition to global travel trends, business travel volume has been and may in the future be impacted by a number of different factors. The continued proliferation of remote and hybrid work models has enabled many companies to replace in-person meetings and events with virtual alternatives, which can be more cost-effective, resulting in some companies reducing discretionary travel. Shifts in trends regarding return-to-office mandates at our existing and potential customers have in the past impacted and may in the future impact our growth and business model, particularly if we face difficulties in acquiring new customers. Geopolitical instability and shifting political policies and landscapes have also impacted and may continue to impact certain existing and potential customers’ policies with respect to business travel, particularly international travel, as well as business travel in and around geographic regions experiencing political instability, hostilities, or conflict. Companies have also been periodically reassessing and adjusting travel policies and related T&E budgets, including due to the factors described above and broader factors impacting the travel industry generally, which has resulted and may continue to result in fluctuations in or reduced usage levels of our offerings across periods, contributing to fluctuations in our results of operations. Shifts in business travel trends or any decline in business travel demand could result in decreased new platform

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travel, as well as business travel in and around geographic regions experiencing political instability, hostilities, or conflict. Companies have also been periodically reassessing and adjusting travel policies and related T&E budgets, including due to the factors described above and broader factors impacting the travel industry generally, which has resulted and may continue to result in fluctuations in or reduced usage levels of our offerings across periods, contributing to fluctuations in our results of operations. Shifts in business travel trends or any decline in business travel demand could result in decreased new platform acquisition rates as well as reductions in usage of our offerings by our customers, which would negatively impact our business, results of operations, and financial condition.

We may be unable to attract new customers and grow our customer base, which would negatively impact our revenue growth and results of operations.

Our future growth depends in large part on increasing our customer base and maintaining and increasing the revenue we generate from those customers. To increase our gross booking volume (“GBV”) and revenue, we seek to expand our customers’ usage of our offerings, including by increasing their usage of our Travel offering and by driving their adoption and increased use of our additional offerings, including Corporate Payments, Expense Management, Meetings and Events, VIP, and Bleisure. The success of our business is substantially dependent on the actual and perceived viability, benefits, and advantages of our platform as a preferred product for T&E management and corporate card programs, particularly when compared to customers’ existing alternatives and new competitive offerings.

While we have experienced significant growth in the number of our customers in recent periods, we do not know whether we will continue to achieve similar customer growth rates in the future. Numerous factors have impeded, and may continue to impede, our ability to attract new customers and to retain, and to expand the use of our platform within, our existing customers, including:

•continued macroeconomic uncertainty, including as a result of tariffs and trade issues, rising interest rates, inflation, domestic and foreign currency fluctuation, instability in the global banking system, volatility in global stock markets, and the potential for a prolonged economic recession;

•changes in demand for and trends in business travel among existing and potential customers;

•reductions in T&E budgets and increased IT budget scrutiny at existing or potential customers;

•failure to establish, maintain, or expand relationships with key suppliers and other partners, including any related changes in commission rates that negatively impact us;

•failure to compete effectively against alternative products or services, including traditional offline travel services provided by large and established competitors as well as digital-native offerings (including those powered by AI);

•our ability to determine optimal pricing for our offerings, including in international markets;

•failure to successfully deploy new features and integrations or continue development or integration of Navan Cognition and related AI features and functionalities;

•failure to provide a quality customer experience and customer support; and

•failure of our sales and marketing strategies, including if we spend time and funding on strategies that do not provide sufficient return on our investment.

Our growth will also depend in part on capturing a greater portion of the unmanaged travel market. For example, if customers do not adopt Navan Edge at the rates that we anticipate, we may be unsuccessful in the effort to capture a greater portion of this market. If we are unsuccessful in our efforts to acquire new customers and increase our customer base, including due to any of the above factors, or if we do so in a way that is not profitable, our growth, business, results of operations, and financial condition would be harmed. ~~Our growth will also depend in part on capturing a greater portion of the unmanaged travel market.~~

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We may not be successful in our efforts to retain and increase revenue from our customers, including by promoting and expanding adoption and usage of our offerings, which could adversely impact our business, financial condition, and results of operations.

Our strategy involves landing customers with our Travel offering and expanding those relationships by increasing our customers’ engagement with and usage of additional offerings, including Corporate Payments, Expense Management, Meetings and Events, VIP, and Bleisure, and working to manage all of our customers’ corporate travel spend on our platform. If our customers do not adopt one or more of these additional offerings at the rate we anticipate or at all, our business and prospects could be negatively impacted. The success of these additional offerings depends upon our ability to sell them to our existing travel management customers and on increasing utilization once adopted by our customers. We have been investing and expect to continue to invest in a number of strategic growth initiatives to drive adoption of these additional offerings, but there can be no assurance that such investments will be effective on a timely basis or at all. In particular, we may experience more difficulty or fluctuations in adoption and expansion rates of our additional offerings by smaller customers in the unmanaged travel market, including due to their heightened focus on total cost of ownership and self-service models. In addition, there is a period of time between when we acquire new customers and when we begin to recognize the bulk of our revenues, during which the customer implements our technology, moves corporate travel budgets to our platform, and then launches initial bookings. This time period fluctuates depending on the size, scope, and complexity of a customer’s overall corporate travel spend and organization. To expand our customers’ usage of our offerings, we will need to successfully partner with customers to help them realize increased value in our offerings in an efficient manner, particularly in uncertain macroeconomic environments characterized by heightened scrutiny over T&E and IT budgets. If we do not effectively help our customers realize the value of managing more of their corporate travel spend on our platform, our business, growth, and results of operations could be harmed. In addition, use of our corporate card offering, along with the Navan Connect offering that allows customers to connect their non-Navan corporate cards to the Navan Expense system, gives us insights into travelers throughout their journey and, as a result, adoption by customers of this offering is crucial to our long-term strategy of providing comprehensive and personalized experiences to travelers. Accordingly, if customers do not adopt our additional offerings, they may not realize the full value of our platform and consequently may be more difficult to retain. As a result, our business, financial condition, results of operations, and prospects may be adversely affected.58

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Our strategy involves landing customers with our Travel offering and expanding those relationships by increasing our customers’ engagement with and usage of additional offerings, including Corporate Payments, Expense Management, Meetings and Events, VIP, and Bleisure, and working to manage all of our customers’ corporate travel spend on our platform. If our customers do not adopt one or more of these additional offerings at the rate we anticipate or at all, our business and prospects could be negatively impacted. The success of these additional offerings depends upon our ability to sell them to our existing travel management customers and on increasing utilization once adopted by our customers. Additionally, we recently announced the planned transition of customers of our R&M service model to our Navan platform. We have been investing and expect to continue to invest in this and a number of other strategic growth initiatives to drive adoption of our offerings, but there can be no assurance that such investments will be effective on a timely basis or at all. In particular, we may experience more difficulty or fluctuations in adoption of our core Navan offering by former customers of the R&M service model, including because we have experienced some challenges to customer retention in this customer group in the past. We may also see slower than anticipated expansion rates of our additional offerings by smaller customers in the unmanaged travel market, including due to their heightened focus on total cost of ownership and self-service models. In addition, there is a period of time between when we acquire new customers and when we begin to recognize the bulk of our revenues, during which the customer implements our technology, moves corporate travel budgets to our platform, and then launches initial bookings. This time period fluctuates depending on the size, scope, and complexity of a customer’s overall corporate travel spend and organization. To expand our customers’ usage of our offerings, we will need to successfully partner with customers to help them realize increased value in our offerings in an efficient manner, particularly in uncertain macroeconomic environments characterized by heightened scrutiny over T&E and IT budgets. If we do not effectively help our customers realize the value of managing more of their corporate travel spend on our platform, our business, growth, and results of operations could be harmed. In addition, use of our corporate card offering, along with the Navan Connect offering that allows customers to connect their non-Navan corporate cards to the Navan Expense system, gives us insights into travelers throughout their journey and, as a result, adoption by customers of this offering is crucial to our long-term strategy of providing comprehensive and personalized experiences to travelers. Accordingly, if customers do not adopt our additional offerings, they may not realize the full value of our platform and consequently may be more difficult to retain. In the past, we have experienced higher churn from customers of our R&M service model than from customers of our Navan platform, and uncertainty exists regarding the degree to which the transition to the Navan technology platform will impact our relationships with existing customers of the R&M service model. As a result of any of these factors, our business, financial condition, results of operations, and prospects may be adversely affected.

Our Expense Management offerings are subscription-based, and Expense Management customers are not obligated to and may not renew their subscriptions after their existing subscriptions expire. We cannot assure you that such customers will renew subscriptions with the same or greater number of users or that they will upgrade to use features such as the corporate cards or Navan Connect. Customers may or may not renew their subscriptions as a result of a number of factors, including their satisfaction or dissatisfaction with our platform, changes we may implement in our pricing or structure, the pricing or capabilities of the products and services offered by our competitors, the effects of general economic conditions, or customers’ budgetary constraints. If our existing Expense Management customers do not renew their subscriptions, renew on less favorable terms, or fail to expand the adoption of our platform within their companies, our revenue may decline or grow less quickly than anticipated, which could adversely affect our business, financial condition, results of operations, and prospects.

If we fail to offer high-quality customer support, including through our AI-powered virtual agents, or if our support is more expensive than anticipated, our business, margins, and reputation could suffer.

Our customers rely on our customer support services to resolve issues and realize the full benefits provided by our platform. High-quality support is also important for retaining and expanding the use of our offerings by our customers. We provide customer support over chat, telephone, and email, including through Ava, our AI-powered virtual agent. In particular, our business and margins are highly dependent on our AI-powered framework that enables us to create, train, deploy, and supervise specialized AI-powered virtual agents that can handle complex tasks previously requiring human intervention, from

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through Ava, our AI-powered virtual agent. In particular, our business and margins are highly dependent on our AI-powered framework that enables us to create, train, deploy, and supervise specialized AI-powered virtual agents that can handle complex tasks previously requiring human intervention, from booking modifications to expense tracking to resolving issues during trips. Our growth, business, margins, and results of operations could be harmed if our virtual agents do not effectively and satisfactorily address our users’ needs and demands in using our platform to book and manage business travel and related expenses (including if users ultimately need to interact with live agents due to any failures, including perceived failures, of such virtual agents). Our growth, reputation, business, margins, and results of operations could also be harmed if our virtual agents make errors or introduce flawed, incomplete, or inaccurate outputs, some of which may appear correct, including due to flaws in the logic of the AI (a so-called “hallucination”), when interacting with users or processing their requests. In some cases, our virtual agents produce results that are inaccurate or incomplete or may take unintended actions from user queries and inputs, even with no hallucinations, which could result in negative impacts to our users and customers and harm our reputation, growth, business, and results of operations. If we do not help our customers quickly resolve issues and provide effective ongoing support, or if our methods of providing support are insufficient to meet the needs of our customers, our ability to retain customers, expand usage of our offerings by our customers, and acquire new customers could suffer, and our reputation with existing or potential customers could be harmed. Moreover, if we are not able to meet the customer support needs of our customers through our AI-powered virtual agents or by chat and email, we may need to increase our support coverage and provide additional phone-based support. Agent-based phone-based support is more expensive to provide than the other customer support services we offer. As a result, increasing our support coverage and phone-based support services may negatively impact our gross margins.

Our customers have experienced increased customer wait times in the past and may experience similar delays in the future, including due to circumstances outside of our control. For example, when large numbers of our travelers experience delays or cancellations, our travelers have and may in the future experience delays in receiving necessary support services from us and our suppliers. If we are unable to help our travelers quickly resolve issues as a result of support issues we ourselves experience from our suppliers, our ability to retain customers and expand their usage of our offerings and attract new customers, as well as our reputation, could be harmed, and our business, financial condition, results of operations, and prospects could be adversely affected. In addition, as we continue to grow our operations internally and reach a larger and increasingly global customer base, we need to be able to provide efficient customer support that meets the needs of companies using our platform globally at scale. The number of customers using our platform has grown significantly, which puts additional pressure on our customer support services. If we are unable to provide high-quality customer support while controlling our customer support costs, our profitability may be negatively impacted.

Our Travel Management offerings depend on our relationships with suppliers.

The success of our Travel Management offerings depends on our ability to maintain and expand our relationships with our suppliers to offer our customers an unrivaled range of global travel inventory at optimal prices. Our ability to maintain our supplier relationships on favorable terms will depend on, among other things, providing suppliers with access to a large, expanding, and highly engaged user base of frequent travelers, visibility into traveler demand signals, flexible retailing and brand control for their products offered on our platform, access to new distribution initiatives like the International Air Transport Association’s New Distribution Capability (“NDC’”), and access to our flexible platform architecture and integration capabilities to allow suppliers to roll out and test new products, content, pricing, and other features. In addition, if one or more of our suppliers suffers a deterioration in its financial condition, changes our contractual commission rate, or terminates its relationship with us, it could adversely affect our ability to deliver desired travel inventory to our customers as well as our business, financial condition, and results of operations.

Commissions on sales through global distribution systems (“GDSs”) are highly standardized, while direct supplier agreements are more variable and may involve higher commissions. If industry-wide commissions are reduced, or if we are unable to enter into favorable direct agreements with new suppliers, our business, financial condition, and results of operations could be adversely affected. Suppliers may change their commission rates, whether pursuant to our supplier contracts or more

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commissions are reduced, or if we are unable to enter into favorable direct agreements with new suppliers, our business, financial condition, and results of operations could be adversely affected. Suppliers may change their commission rates, whether pursuant to our supplier contracts or more broadly, for a number of reasons, including in response to macroeconomic factors or changes in their business strategy. As part of strategic shifts, suppliers may also seek to implement their own direct distribution channels or pivot from intermediary channels, such as certain GDSs, which may result in negative impacts to our business, such as reductions in our supply inventory or increased prices by such suppliers on our platform. Such strategic shifts may reflect supplier efforts to optimize the financial profile of their distribution channels, including by managing commission rates in a manner that negatively impacts our usage-based revenue. Further proliferation or market acceptance of new distribution standards like NDC may also result in strategic shifts by our suppliers, which may negatively impact their relationships with us and are outside of our control.

Finally, we typically negotiate or renegotiate our agreements with these suppliers annually or every several years, depending on the duration of the agreement. No assurances can be given that suppliers will elect to participate in our platform or that our compensation, access to inventory, or access to inventory at competitive rates will not be reduced or eliminated in the future. Suppliers may also elect to reduce the cost of their products or services and therefore reduce our margins, and there can be no assurance that our agreements with suppliers will not lapse between renewals, which could limit our inventory. Such providers could seek to charge us for or otherwise restrict access to premium inventory, increase credit card fees or fees for other services, fail to provide us with accurate booking information, or otherwise take actions that could increase our operating expenses. As we focus our sales strategy on targeting and acquiring more of the unmanaged travel market, suppliers may reassess their strategic positioning with us which may in turn result in renegotiations of our contractual terms, including commission rates. Any of these actions, or other similar actions, could reduce our revenue and margins and could adversely affect our business, financial condition, results of operations, and prospects.

We have a history of operating losses and may not achieve or sustain profitability in the future.

We were incorporated in 2015 and have incurred net losses in each year since inception, and we may not achieve or, if achieved, sustain profitability in the future. We generated net losses of $~~181~~398.1 0 million ~~in fiscal 2025~~ and $~~331~~181.6 1 million infor ~~fiscal~~the ~~2024.~~years Weending ~~generated~~January ~~net~~31, ~~losses~~2026 ofand 2025, and $~~325~~20.35 million and $~~134~~61.43 million for the ~~nine~~three months ended ~~October 31~~April 30, ~~2025~~2026 and ~~2024~~2025.

We had an accumulated deficit of $~~1,617~~2.10 ~~million~~billion as of ~~January 31~~April 30, ~~2025~~2026 and $~~1,942~~2.40 ~~million~~billion as of ~~October~~ January 31, ~~2025~~2026. While we experienced significant revenue growth in recent periods, we cannot predict whether we will maintain this level of growth or when we will achieve profitability. We are not certain whether or when our revenue will be sufficient to sustain or increase our growth or to achieve profitability in the future. Even if we achieve profitability, we may not be able to sustain or increase our profitability. We also expect our costs and expenses to increase in future periods, which could negatively affect our future results of operations if our revenue does not increase. In particular, we intend to continue to make significant investments in our business, including to further develop our platform and offerings, such as our technology infrastructure and our AI framework, features, and functionalities, expand our marketing programs and sales teams to drive new customer acquisition and expand engagement with our platform and offerings within our customers, support our international expansion, and develop and introduce new offerings, use cases, and platform features and functionalities. We will also face increased costs associated with growth, the expansion of our customer and supplier base, continued focus on our sales strategies, expansion of our efforts to increase our share of the unmanaged travel market, and increases in general and administrative expenses as a result of being a public company. We also may never achieve or maintain profitability if we are not able to acquire new customers, drive further adoption within existing customers, or maintain and strengthen our supplier relationships. Our efforts to grow our business may be costlier than we expect, and we may not be able to increase our revenue enough to offset our increased operating expenses. We may incur significant losses in the future for several reasons, including the other risks described herein, and unforeseen expenses, difficulties, complications, delays, and other unknown events. If we are unable to achieve or, once achieved, sustain profitability, the ~~value of our business and Class A common stock may significantly decrease and our business, financial condition, results of operations, and prospects could be adversely affected.~~

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value of our business and Class A common stock may significantly decrease and our business, financial condition, results of operations, and prospects could be adversely affected.

We have a limited history operating our business at its current scale, scope, and complexity in an evolving market and economic environment, which makes it difficult to evaluate our current business, plan for future operations and strategic initiatives, predict future results, and evaluate our future prospects, increasing the risks associated with an investment in our Class A common stock.

We were incorporated in 2015, launched our Travel offering in 2016, ~~and~~ introduced our Expense Management offerings in 2020, and in March 2026 launched our Navan Edge product. Travel demand levels have normalized in recent periods, a trend that we expect to continue, and our recent accelerated growth rates have moderated and may continue to do so in future periods. Further, in more recent periods, there has been uncertainty and disruption in the political environment, global economy, and financial markets, which have resulted and may continue to result in fluctuations in demand for business travel as well as reductions of corporate travel budgets and IT investment. Accordingly, we have limited experience in, and data and results from, operating our business at its current scale, scope, and complexity and in a rapidly evolving market for business travel. We also have limited data from, and experience operating our business under current macroeconomic conditions, including elevated inflation, and interest rate and foreign‐exchange fluctuations, and cannot fully predict how customers and suppliers will operate in this environment. We have encountered, and expect to continue to encounter risks and uncertainties frequently experienced by growing companies in rapidly changing industries, such as the risks and uncertainties described herein. As a result, our ability to plan for future operations and strategic initiatives, predict future results of operations, and plan for and model future growth in revenue and expenses and prospects is subject to significant risk and uncertainty as compared to companies with longer and more consistent operating histories and in more stable macroeconomic environments and industries. These circumstances in turn limit our ability to accurately predict and plan for our customer demands and, given our usage-based travel revenue model, our growth rates, revenue, margins, and profitability.

Moreover, while we have invested heavily in our additional offerings beyond Travel Management, including our Corporate Payments, Expense Management, Meetings and Events, VIP, and Bleisure offerings, we are continuing to grow and scale these offerings, and we cannot be certain when, if ever, we will achieve meaningful scale, customer adoption and expansion, and revenue from such offerings, particularly as we continue to grow our customer base and as we scale in number of customers served. Our business and growth strategies are also dependent on continued development, implementation, and integration of Navan Cognition, our proprietary AI framework for our platform, and related AI features and functionalities for our platform such as Navan Edge. While we have invested significantly in our AI framework, features and functionalities over the past several years, including our Navan Cognition framework, to help drive future growth in our business and reduce costs, AI technology is expected to continue to rapidly advance. We may not be successful in maintaining or increasing market acceptance of our platform to satisfy customer and user demand for integrated AI technologies, features, and functionalities, particularly as competitive technologies and solutions are introduced. We may also not be successful in properly and effectively implementing and integrating our AI features and functionalities for our platform as we work to continue developing them to improve the user and customer experience with our platform and to reduce our costs. Any of these outcomes could harm our business, results of operations, and financial condition. We also expect future trends in our revenue, margins, and profitability to vary in ways that we may not anticipate or predict, which may be driven by our own product or strategic initiatives as well as external factors such as economic conditions. We also have limited experience in deploying our product-led growth strategy, as compared to our sales-led growth strategy. As a result, any predictions about our future revenue and expenses may not be as accurate as they would be if we had a longer operating history at the current scale, scope, and complexity of our business or operated in a more predictable or stable market.

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We have also recently completed several acquisitions of complementary businesses and have also broadened the scope and extent of our offerings outside of the United States. We have limited experience operating this expanded business at current scale and in increasing non-U.S. jurisdictions, including under economic conditions characterized by high inflation or in economic recessions. Certain of our longer-term strategic initiatives may also be obstructed or have unintended effects in the event of an economic recession, which we may not be able to predict. If our assumptions regarding these risks and uncertainties are incorrect or change due to changes in our markets or otherwise, or if we do not address these risks successfully, our results of operations could differ materially from our expectations and our business, financial condition, results of operations, and prospects could be adversely affected. We cannot assure you that we will be successful in addressing these and other challenges we may face in the future.

Our results of operations may fluctuate significantly, which could make our future results difficult to predict and could cause our results of operations to fall below expectations.

Our results of operations have varied significantly from period to period in the past, and we expect that our results of operations will continue to vary significantly in the future such that period-to-period comparisons may not be meaningful. Accordingly, our results of operations in any one quarter should not be relied upon as indicative of our future performance. Our ~~quarterly~~ results of operations may fluctuate as a result of a number of factors, many of which are outside of our control and may be difficult to predict, including:

•our ability to attract new customers and retain and grow sales within our existing customers;

•our ability to drive adoption of our offerings beyond Travel Management, including our Expense Management offerings;

•our ability to continue integrating AI into our offerings and expanding our use of AI;

•our ability to maintain and expand our relationships with our suppliers, and to identify and attract new suppliers;

•changes in overall demand for business travel due to technological changes or changes in business practices, including as a result of current macroeconomic conditions;

•the occurrence of travel-related accidents or the grounding of aircraft due to safety concerns or regulatory actions;

•technical and operational disruptions at key transit hubs, including key international airports, including due to insufficient funding of aviation and other travel or transportation agencies or governmental bodies;

•fluctuations in demand for, or pricing of, our platform, including the mix of hotel and air travel booked each quarter;

•seasonal demand fluctuations, such as reduced travel by our users during holiday periods;

•changes in customers’ T&E budgets and IT spending budgets;

•potential and existing customers choosing our competitors’ products and services;

•the development or introduction of new products or services that are easier to use or more advanced than our platform;

•the adoption or retention of more entrenched or rival services in the international markets where we compete;

•our ability to control costs, including our operating expenses;

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•the amount and timing of payment for operating expenses, particularly research and development and sales and marketing expenses, including commissions;

•the amount and timing of non-cash expenses, including stock-based compensation;

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•the amount and timing of costs associated with recruiting, training, and integrating new employees, and retaining and motivating existing employees;

•fluctuation in market interest and foreign exchange rates, and the impact of inflation and instability in the global banking system on the United States and global economies;

•the impact of geopolitical conflicts, such as the ongoing conflicts in Ukraine and the Middle East, including related sanctions implemented by other countries, disruptions in energy supply routes and volatility in energy markets on global travel patterns and financial markets;

•political unrest or instability;

•our ability to successfully execute acquisitions and integrate acquired businesses, and their accounting impact on our results of operations, including impairment of goodwill;

•the impact of new accounting pronouncements or changes in our accounting policies or practices;

•security breaches of, technical difficulties with, or interruptions to, the delivery and use of our platform;

•our brand and reputation;

•legal and regulatory compliance costs in new and existing markets; and

•general economic conditions, both domestically and internationally, as well as economic conditions specifically affecting industries in which our customers participate.

Any of these and other factors, or the cumulative effect of some of these factors, may cause our results of operations to vary significantly. In addition, our ~~quarterly~~ results may fluctuate based on the relative volume of flights and hotel stays booked on our platform, as we tend to collect higher commissions on hotel reservations than air travel.

Finally, we expect to incur significant additional expenses due to the increased costs of operating as a public company. If our ~~quarterly~~ results of operations fall below the expectations of investors and securities analysts who cover our stock, the price of our Class A common stock could decline substantially, and we could face costly lawsuits, including securities class action suits, and our business, financial condition, results of operations, and prospects could be adversely affected.

Future acquisitions, strategic investments, partnerships, collaborations, or alliances could be difficult to identify and integrate, divert the attention of management, disrupt our business, dilute stockholder value, and adversely affect our business, financial condition, results of operations, and prospects.

As part of our business strategy, we have in the past and may in the future seek to acquire or invest in businesses, products, or technologies that we believe could complement or expand our platform, enhance our technical capabilities, or otherwise offer growth opportunities. For example, in April 2021, we acquired ~~Reed~~ R& ~~Mackay~~M, a global travel management provider headquartered in the United Kingdom; in February 2022, we acquired Comtravo, a modern travel solution in Germany, Austria, and Switzerland and Resia, a travel agency covering Northern Europe; and in May 2023, we acquired Tripeur, an India-based travel management company. However, there can be no assurance we will be able to successfully identify desirable acquisition candidates in the future, and we may not be able to complete such acquisitions on favorable terms, if at all. If we do complete acquisitions, we may not ultimately strengthen our competitive ~~position or ability to achieve our business objectives, and any acquisitions we complete could be viewed negatively by our customers or investors.~~

~~We have encountered and may in the future encounter difficulties assimilating or integrating the businesses, technologies, products and platform capabilities, personnel, or operations of our acquired~~ 64

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~~companies,~~position ~~assets,~~or ~~and~~ability ~~businesses, particularly if key personnel of an acquired company choose not~~ to ~~work~~achieve ~~for us, their software is not easily adapted to work with~~ our ~~platform, or we have difficulty retaining the customers of any acquired~~ business ~~due to changes in ownership~~objectives, ~~management, or otherwise. We may also have difficulty establishing our company values with personnel of acquired companies, which may negatively impact our culture~~ and ~~work~~any ~~environment.~~acquisitions ~~Any such transactions that~~ we ~~are able to~~ complete ~~may not result in any synergies or other benefits we had expected to achieve, which~~ could ~~result in impairment charges that could~~ be ~~substantial.~~viewed Wenegatively ~~have~~by ~~also experienced and may in the future experience difficulties and delays in integrating acquired companies and their systems into~~ our ~~controls~~customers ~~environment, which may harm our ability to comply with reporting requirements, impact our understanding of certain details of our business and our ability to plan and forecast,~~ or ~~subject us to regulatory scrutiny~~investors. Moreover, an acquisition, investment, or business relationship may result in unforeseen operating difficulties and expenditures, including disrupting our ongoing operations, diverting management from their primary responsibilities, subjecting us to additional liabilities, and increasing our expenses, any of which could adversely affect our business, financial condition, results of operations, and prospects.

We have encountered and may in the future encounter difficulties assimilating or integrating the businesses, technologies, products and platform capabilities, personnel, or operations of our acquired companies, assets, and businesses, particularly if key personnel of an acquired company choose not to work for us, their software is not easily adapted to work with our platform, or we have difficulty retaining the customers of any acquired business due to changes in, management, product offerings, or otherwise. We may also have difficulty establishing our company values with personnel of acquired companies, which may negatively impact our culture and work environment. Any such transactions that we are able to complete may not result in any synergies or other benefits we had expected to achieve, which could result in impairment charges that could be substantial. We have also experienced and may in the future experience difficulties and delays in integrating acquired companies and their systems into our controls environment, which may harm our ability to comply with reporting requirements, impact our understanding of certain details of our business and our ability to plan and forecast, or subject us to regulatory scrutiny. Moreover, an acquisition, investment, or business relationship may result in unforeseen operating difficulties and expenditures, including disrupting our ongoing operations, diverting management from their primary responsibilities, subjecting us to additional liabilities, and increasing our expenses, any of which could adversely affect our business, financial condition, results of operations, and prospects.

In addition, the technology and information security systems and infrastructure of businesses we acquire may be underdeveloped or subject to vulnerabilities, subjecting us to additional liabilities. We have incurred and could in the future incur significant costs related to the implementation of enhancements to information security systems and infrastructure of acquired businesses and to the remediation of any security breaches. If security, data protection, and information security measures in place at businesses we acquire are inadequate or breached, or are subject to cybersecurity attacks, or if any of the foregoing are reported or perceived to have occurred, our reputation and business could be damaged, and we could be subject to regulatory scrutiny, investigations, proceedings, and penalties. We may also acquire businesses whose operations may not be fully compliant with all applicable regulations, including governmental laws and requirements regarding economic and trade sanctions, anti-money laundering, counter-terror financing, and privacy and security laws, subjecting us to potential liabilities and requiring us to spend considerable time, effort, and resources to become compliant.

Acquisitions could also result in dilutive issuances of equity securities or the incurrence of debt, as well as unfavorable accounting treatment and exposure to claims and disputes by third parties, including intellectual property claims. In addition, if an acquired business fails to meet our expectations, our business, financial condition, results of operations, and prospects could be adversely affected.

We plan to continue expanding our international operations which could subject us to additional costs and risks, and our continued expansion internationally may not be successful.

A significant amount of our revenue is derived from customers from outside the United States, and we plan to continue expanding our operations internationally in the future. Revenue generated from customers outside of the United States was $72266.4 million, or 3738% of our revenue, and $60221.6 0 million, or 4041% of our revenue, for the ~~three~~years ~~months~~ ended ~~October~~January 31, ~~2025~~2026 and ~~2024~~2025, respectively, and was $~~200~~75.5 million, or 3834% of our revenue, and $~~166~~61.7 million, or 4139% of our revenue, for the ~~nine~~three months ended ~~October 31~~April 30, ~~2025~~2026 and ~~2024~~2025, respectively. Outside of the United States, we currently have direct and indirect subsidiaries in many countries, including the United Kingdom, France, Israel, Singapore, India, the United Arab Emirates, and Australia, and we have employees in more than 15 countries. Operating in international markets requires significant resources and management attention and subjects us to regulatory, economic, and political risks that are different from those in the United States. In addition, there are significant costs and risks inherent in conducting business in international markets, including:

•establishing and maintaining effective controls at foreign locations and the associated increased costs;

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•adapting our platform and offerings to non-U.S. consumers’ preferences and customs;

•localizing our platform and features for specific countries, including translation into foreign languages, tax, and regulatory updates and associated expenses;

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•expanding our platform and offerings to cover travel methods and providers that are not part, or do not reflect a significant portion, of our offering in the United States;

•increased competition from local providers;

•compliance with foreign laws, regulations, and licensing requirements;

•adapting to doing business in other languages and/or cultures;

•compliance with the laws of numerous taxing jurisdictions where we conduct business, potential double taxation of our international earnings, and potentially adverse tax consequences due to U.S. and foreign tax laws as they relate to our international operations;

•compliance with anti-bribery laws, such as the U.S. Foreign Corrupt Practices Act of 1977 (the “FCPA”) and the UK Bribery Act 2010 (the “UK Bribery Act’”) by us, our team members, our suppliers, and our other partners;

•difficulties in staffing and managing global operations and the increased travel, infrastructure, and compliance costs associated with multiple international locations;

•regulatory and other delays and difficulties in setting up foreign operations;

•complexity and other risks associated with current and future foreign legal requirements, including legal requirements related to data privacy and security frameworks, such as the European Union, and UK General Data Protection Regulations, and other data privacy and security laws that impose different and potentially conflicting obligations with respect to how personal data is processed or require that customer data be stored in a designated territory;

•currency exchange rate fluctuations and related effects on our results of operations;

•economic and political instability in some countries;

•the uncertainty of protection for intellectual property rights in some countries and practical difficulties of enforcing rights abroad; and

•other costs of doing business internationally.

These factors and other factors have historically posed and may in the future pose challenges to growing our international operations organically, and could harm our international operations and, consequently, negatively impact our business, results of operations, and financial condition. As we seek to continue to expand internationally, we will likely encounter unexpected challenges and expenses due to local regulations, requirements, practices, and markets. Further, we may incur significant operating expenses as a result of our international expansion, and it may not be successful. We also hold cash and cash equivalents internationally, and in some cases, such liquidity resources may not be easily transferred across jurisdictions, which may negatively impact our financial condition and results of operations. We have limited experience with regulatory environments and market practices internationally, and we may not be able to penetrate or successfully operate in new markets. If we are unable to continue to expand internationally and manage the complexity of our global operations successfully, our business, financial condition, results of operations, and prospects could be adversely affected.

~~Failure to effectively develop and expand our sales and marketing capabilities could harm our ability to increase our customer base and achieve broader market acceptance of our platform.~~66

Our ability to increase our customers and achieve broader market acceptance of our platform will depend to a significant extent on our ability to expand our sales and marketing teams and to deploy our sales and marketing resources efficiently. We intend to continue investing significantly in our sales force and capabilities to land customers with our Travel offering and expand their adoption, usage of, and

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~~engagement~~Failure ~~with~~to ~~additional~~effectively ~~offerings.~~develop ~~Our~~and ~~growth~~expand ~~and~~our ~~business~~sales ~~strategy~~and ~~are~~marketing ~~dependent~~capabilities oncould harm our ability to ~~successfully~~increase ~~execute~~ our ~~sales~~customer ~~strategies~~base atand ~~increasing~~achieve ~~scale~~broader market acceptance of our platform.

Successfully executing our sales and marketing strategy requires strong leadership, alignment across our sales and marketing functions, and the ability to scale across diverse customer types, channels, and geographies. If we are unable to recruit, hire, develop, and retain high-performing sales or marketing personnel, if our new sales or marketing personnel are unable to achieve desired productivity levels in a reasonable period of time, or if our sales and marketing leaders fail to execute our sales strategies effectively, our ability to attract new customers and expand usage of and engagement with our offerings could be harmed.

We have historically focused our customer acquisition strategy on targeting mid-size and larger customers with a direct sales-led motion via our dedicated sales team. These customers often have a travel and expense vendor already and are sometimes characterized by more complex customer requirements, higher upfront sales costs, and less predictability in the timing or likelihood of expanding their usage of and engagement with additional offerings following adoption of our Travel offering. In certain circumstances, a larger enterprise or company’s decision to initially adopt our platform, particularly our Travel offering, and expand their usage of and engagement with additional offerings, may be a company-wide decision, requiring additional education regarding the use and benefits of our platform for managing their business travel spend. As a result, the length of our sales cycle and ramp time for usage of and engagement with additional offerings has varied, and may continue to vary, significantly from customer to customer depending on the size and type of the customer. We have also more recently begun deploying our product-led growth (“PLG”) go-to-market strategy to acquire new customers who have traditionally been unmanaged, meaning they have historically not used any travel and expense vendor or solution. Our success depends on our ability to maintain brand trust, execute effective growth marketing, deliver a flexible and intuitive platform experience, and demonstrate tangible cost savings and differentiated technology at scale, including compared to those of our competitors. These customers demand flexible deployment of our offerings within their companies and prioritize ease of use, particularly self-service implementation tools, to roll out our offerings across their employee base at their own pace. While we may adjust our sales strategies from time to time, including investing in newer motions such as our PLG strategy and targeting different customer channels, we have historically acquired the majority of our customers through our sales-led growth (“SLG”) strategy and expect such strategy and related customer channels to remain an important driver for new customer growth in the future. If we fail to allocate sufficient sales and marketing funds and resources to our SLG sales strategy, including due to prioritization of other sales strategies that do not generate meaningful return on our investment, our growth, including in new customer acquisition, and our business could be harmed.

We also dedicate significant resources to sales and marketing programs, including digital advertising services. The effectiveness and cost of these programs may fluctuate due to competition for key search terms, changes in search engine use, and changes in the search algorithms used by major search engines. We have limited experience conducting broad brand marketing campaigns and other marketing initiatives. Even if we successfully increase revenue as a result of our paid marketing efforts, it may not offset the additional marketing expenses we incur. Our marketing campaigns may also be long-term endeavors, and we may not be able to accurately assess the success of these campaigns for several periods. If we are not able to effectively develop our sales and marketing capabilities and implement our marketing strategies, our business, financial condition, results of operations, and prospects could be adversely affected.

~~If we fail to adapt and respond effectively to rapidly changing technology, evolving industry standards, and changing customer needs or preferences, our platform may become less competitive.~~67

The business software and travel industries are subject to rapid technological change, evolving industry standards and practices, and changing customer needs and preferences. The success of our business will depend, in part, on our ability to adapt and respond effectively to these changes by

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~~continually~~If ~~modifying~~we ~~and~~fail ~~enhancing our platform and offerings~~ to ~~keep~~adapt ~~pace with changes in hardware systems~~ and ~~software~~respond ~~applications,~~effectively ~~AI, database technology, and evolving technical standards and interfaces on a timely basis. If we are unable~~ to ~~develop~~rapidly ~~and~~changing ~~market new~~ technology, ~~features,~~evolving ~~and functionality for our platform that keep pace with rapid technological and~~ industry ~~change and satisfy our customers~~standards, ~~our revenue~~ and ~~results~~changing ofcustomer ~~operations~~needs ~~could be adversely affected. If new technologies emerge that deliver competitive products at lower prices, with more use cases, more efficiently, more conveniently,~~ or ~~more securely~~preferences, itour ~~could~~platform ~~adversely~~may ~~impact~~become ~~our~~less ~~ability to compete~~competitive.

WeThe ~~have~~business ~~incorporated AI-based solutions into our offerings, including through our Navan Cognition framework powering our virtual agents, including our virtual agent chatbot~~ software. ~~As with many innovations, AI presents risks, challenges,~~ and ~~unintended~~travel ~~consequences~~industries ~~that~~are ~~could~~subject ~~impact our ability~~ to ~~successfully~~rapid ~~incorporate~~technological ~~the use of AI in our business. For example~~change, ~~our~~evolving ~~algorithms~~industry ~~may~~standards ~~be flawed~~ and ~~not achieve sufficient levels of accuracy or contain biased information. Moreover~~practices, AIand ~~models~~changing ~~may~~customer ~~create~~needs ~~flawed,~~and ~~incomplete, or inaccurate outputs, some of which may appear correct~~preferences. ~~This~~The ~~may~~success ~~happen if the inputs that the model relied on were inaccurate, incomplete, or flawed (including if a bad actor “poisons” the AI with bad inputs or logic), or if the logic~~ of ~~the~~our AIbusiness iswill ~~flawed~~depend, ~~resulting~~ in apart, ~~hallucination.~~on ~~Algorithms~~our ~~are~~ability ~~also subject~~ to ~~privacy~~adapt and ~~data~~respond ~~security~~effectively ~~laws,~~to asthese ~~well~~changes asby ~~increasing~~continually ~~regulation~~modifying and ~~scrutiny.~~enhancing ~~In addition,~~ our ~~competitors~~platform ~~or other third parties may incorporate AI solutions into their products more successfully than us,~~ and ~~their~~offerings AIto ~~solutions~~keep ~~may~~pace ~~achieve~~with ~~higher~~changes ~~market acceptance than ours, which may result~~ in ushardware ~~failing~~systems toand ~~recoup~~software ~~our investments in developing AI-powered~~ applications~~. For example~~, ~~competitors leveraging~~ AI ~~or other automation may drive increasing efficiency in their support costs while offering faster~~, ~~more~~database ~~personalized service than us. We have made significant investments in our AI~~ technology, ~~including~~and inevolving ~~our~~technical ~~Navan~~standards ~~Cognition~~and ~~framework~~interfaces ~~that~~on ~~powers~~a ~~our~~timely ~~virtual~~basis. ~~agent~~If ~~chatbot~~we ~~software, which~~ are ~~critical~~unable ~~tools in the efficient scaling of our platform. Our ability~~ to ~~employ~~develop ~~AI,~~and ormarket ~~the~~new ~~ability of our competitors to do so better~~technology, ~~may negatively impact our gross margins~~features, ~~impair our ability to compete effectively, result in reputational harm~~ and ~~have~~functionality anfor ~~adverse impact on~~ our ~~operating results. Our~~ platform ~~must~~that ~~also~~keep ~~integrate~~pace with arapid ~~variety~~technological ~~of network, hardware, mobile,~~ and ~~software~~industry ~~platforms~~change and ~~technologies.~~satisfy ~~We need to continuously modify and enhance~~ our ~~platform and offerings to adapt to changes and innovation in these technologies as well as to demonstrate increasing benefits and efficiencies of our platform to~~ customers ~~and their employees~~, ~~who are expected to demand continued innovation in the features and functionalities of~~ our ~~platform~~revenue and ~~offerings. This development effort will require significant engineering, marketing, and sales resources, all of which would affect our business and~~ results of operations. ~~Any failure of our platform to operate effectively with future technologies~~ could ~~reduce~~be ~~the~~adversely ~~demand for our platform~~affected. If wenew ~~are~~technologies ~~unable~~emerge tothat ~~respond~~deliver tocompetitive ~~these~~products ~~changes~~at inlower ~~a cost-effective manner~~prices, ~~our~~with ~~platform~~more ~~may~~use ~~become~~cases, ~~less~~more ~~marketable~~efficiently, ~~and~~more ~~less~~conveniently, ~~competitive~~ or ~~obsolete~~more securely, ~~which~~it could adversely ~~affect~~impact our ~~business,~~ability ~~financial~~to ~~condition, results of operations, and prospects~~compete.

We have incorporated AI-based solutions into our offerings, including through our Navan Cognition framework that powers Navan Edge, Ava and our other virtual agents. As with many innovations, AI presents risks, challenges, and unintended consequences that could impact our ability to successfully incorporate the use of AI in our business. For example, our algorithms may be flawed and not achieve sufficient levels of accuracy or contain biased information. Moreover, AI models may create flawed, incomplete, or inaccurate outputs, some of which may appear correct. This may happen if the inputs that the model relied on were inaccurate, incomplete, or flawed (including if a bad actor “poisons” the AI with bad inputs or logic), or if the logic of the AI is flawed, resulting in a hallucination. Algorithms are also subject to privacy and data security laws, as well as increasing regulation and scrutiny. In addition, our competitors or other third parties may incorporate AI solutions into their products more successfully than us, and their AI solutions may achieve higher market acceptance than ours, which may result in us failing to recoup our investments in developing AI-powered applications. For example, competitors leveraging AI or other automation may drive increasing efficiency in their support costs while offering faster, more personalized service than us. We have made significant investments in our AI technology, including in our Navan Cognition framework that powers our agentic product offerings that are critical tools in the efficient scaling of our platform. Our ability to deploy AI, or the ability of our competitors to do so better, may negatively impact our gross margins, impair our ability to compete effectively, result in reputational harm and have an adverse impact on our operating results. Our platform must also integrate with a variety of network, hardware, mobile, and software platforms and technologies. We may need to modify and enhance our platform and offerings to adapt to changes and innovation in these technologies as well as to demonstrate increasing benefits and efficiencies of our platform to customers and their employees, who are expected to demand continued innovation in the features and functionalities of our platform and offerings. This development effort will require significant engineering, marketing, and sales resources, all of which would affect our business and results of operations. Any failure of our platform to operate effectively with future technologies could reduce the demand for our platform. If we are unable to respond to these changes in a cost-effective manner, our platform may become less marketable and less competitive or obsolete, which could adversely affect our business, financial condition, results of operations, and prospects.

Our corporate card offering exposes us to credit risk and other risks related to customers' ability to pay the balances incurred on their corporate cards.

We offer our corporate card product to a wide range of businesses, and the success of this product depends on our ability to effectively manage related risks and detect fraud. The credit decision-making process for our corporate card uses proprietary risk assessment methodologies and other techniques designed to analyze the credit risk of specific businesses based on, among other factors, their past purchase and transaction history. In addition, we bear the entire credit risk and are liable to the issuing bank to settle the transaction and may incur losses as a result of claims from the issuing banks. While we would seek to recover losses from a customer, we may not fully recover them if a customer is unwilling or unable to pay due to their financial condition. Because we are liable to the issuing bank, we may also bear the risk of losses if a customer does not provide payment due to fraudulent or disputed transactions. We are also subject to risk from fraudulent acts of employees or contractors. Additionally, criminals are using increasingly sophisticated methods to engage in illegal activities which they may use to target us, including “skimming,” counterfeit payment cards, phishing schemes, and identity theft. A single, significant incident or a series of incidents of fraud or theft involving our corporate cards could result in reputational damage to us, potentially reducing the use and acceptance of our corporate card offering or lead to

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bear the risk of losses if a customer does not provide payment due to fraudulent or disputed transactions. We are also subject to risk from fraudulent acts of employees or contractors. Additionally, criminals are using increasingly sophisticated methods to engage in illegal activities which they may use to target us, including “skimming,” counterfeit payment cards, phishing schemes, and identity theft. A single, significant incident or a series of incidents of fraud or theft involving our corporate cards could result in reputational damage to us, potentially reducing the use and acceptance of our corporate card offering or lead to greater regulation that would increase our compliance costs. Fraudulent activity could also result in the imposition of regulatory sanctions, including significant monetary fines. The foregoing could harm our business, results of operations, and financial condition.

Additionally, our funding model relies on a variety of funding arrangements, including warehouse facilities and purchase arrangements, with a variety of funding sources. Any significant underperformance of the card receivables we own may adversely impact our relationships with such funding sources and result in increased costs of financing, modification or termination of our existing funding arrangements, or impairment of our ability to procure funding, which could adversely affect our business, financial condition, results of operations, and prospects.

While we have entered into redundant relationships with third-party partners and issuing banks for our corporate cards, if we lose any of these services, or if the card network ceases to support our cards, our business, results of operations, financial condition, and growth prospects could be harmed.

Our corporate card is an important element of our growth strategy. We have entered into card issuing agreements with bank program managers and issuing banks for card issuing, compliance, transaction settlement, and related services. Those agreements include significant security, compliance, and operational obligations, including adherence on short notice to evolving regulatory requirements. If we are not able to comply with those obligations or our agreements with the third-party bank program managers and issuing banks are suspended, limited, or otherwise terminated for any reason (including, but not limited to, the failure by an issuing bank to comply with applicable regulations), we could experience service interruptions, delays, and additional expenses in arranging new services. As a result, we may be unable to replace these services on competitive terms, or at all, which could adversely affect our business, financial condition, results of operations, and prospects.

Our Navan Connect service enables customers to connect their non-Navan corporate cards to our expense management platform to automate reporting and, in some cases, enable the creation of virtual cards for travel bookings on our platform. We do not bear the credit risk or the risk of card losses on cards enrolled in Navan Connect. These cards are issued independently from Navan, and accordingly, we do not have agreements in place that would make Navan liable for those cards'’ transactions. We do not earn revenue from interchange on cards enrolled in Navan Connect. Navan Connect depends on us maintaining contractual relationships with card networks and card providers, and if a card network or card provider suspends or terminates its agreement with us, our business, financial condition, results of operations, and prospects could be harmed.

Dependence on third-party service providers by us and our suppliers involves risks, including security incidents, service disruptions, and operational failures that could compromise confidential information, disrupt critical business operations, and damage our reputation. Interruptions or delays in these services have impaired and may in the future impair the delivery of our platform, harming our business.

We host our platform using third-party cloud infrastructure services. All of our offerings utilize resources operated by us through these providers. We therefore depend on our third-party cloud providers’ ability to protect their data centers against damage or interruption from natural disasters, power or telecommunications failures, criminal acts, and similar events. Our operations depend on protecting the cloud infrastructure hosted by such providers by maintaining their respective configuration, architecture, and interconnection specifications, as well as the information stored in these virtual data centers and transmitted by third-party internet service providers. We have periodically experienced service disruptions in the past, and we cannot assure you that we will not experience interruptions or delays in our service in the future. We may also incur significant costs for using alternative equipment or taking other actions in preparation for, or in reaction to, events that damage the data storage services we use. Although we have disaster recovery plans that utilize multiple data storage locations, an incident affecting our backup data storage locations that may be caused by fire, flood, severe storm, earthquake, power loss,

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transmitted by third-party internet service providers. We have periodically experienced service disruptions in the past, and we cannot assure you that we will not experience interruptions or delays in our service in the future. We may also incur significant costs for using alternative equipment or taking other actions in preparation for, or in reaction to, events that damage the data storage services we use. Although we have disaster recovery plans that utilize multiple data storage locations, an incident affecting our backup data storage locations that may be caused by fire, flood, severe storm, earthquake, power loss, telecommunications failures, unauthorized intrusion, computer viruses, disabling devices, natural disasters, military actions, terrorist attacks, negligence, and other similar events beyond our control could negatively affect our platform.

Beyond cloud hosting, we rely on numerous third parties to operate our critical business systems and process confidential and personal information, such as payment processors that handle customer credit card payments, cloud service providers, and customer care centers. Our ability to monitor these third parties’ information security practices is limited, creating significant exposure to potential security events, disruptions, or outages outside our direct control. These third parties may inappropriately access confidential and personal information or may lack adequate security measures, potentially leading to security incidents that compromise the confidentiality, integrity, or availability of systems they operate for us or the information they process on our behalf.

For example, the CrowdStrike incident and resulting systems outage in July 2024 significantly impacted airline operations and forced several major carriers to ground flights for a prolonged period. While we were not the source of that incident and the CrowdStrike incident did not have a direct impact on our operations, disruptions of this nature could in the future significantly affect our ability to provide timely travel services to customers who rely on our platform for booking and itinerary management and support. Substantial or sustained failures caused by third-party software issues, airline infrastructure outages, or vulnerabilities in our systems could lead to service delays, reduced functionality, customer frustration, and reduced trust in our platform. Any prolonged service disruption affecting our platform for any of the foregoing reasons could damage our reputation with current and potential customers, expose us to liability, or cause us to lose or otherwise harm our business. Also, in the event of damage or interruption, our insurance policies may not adequately compensate us for any losses that we may incur. Such failures could adversely affect our business, financial condition, results of operations, and prospects.

Supply chain attacks targeting service providers have increased in both frequency and severity in recent years. We cannot guarantee that our service providers' infrastructure or the infrastructure of their partners has not been compromised. While we may be entitled to damages if our third-party service providers fail to satisfy their privacy or security-related obligations to us, we cannot be certain that our applicable contracts with these third parties will adequately limit our data security-related liability or provide sufficient mechanisms for indemnification or recovery of losses they cause us to incur.

Our platform is accessed by many customers, often at the same time. Any interruptions or delays in access to our platform, including due to third-party provider failures or incidents, could impede our ability to grow our business and scale our operations. If our third-party infrastructure service agreements are terminated, or there is a lapse of service, interruption of internet service provider connectivity, or damage to data centers, we could experience interruptions in access to our platform as well as delays and additional expense in arranging new facilities and services.

Given the increasingly international nature of our business, we may also partner with local travel management companies in specific geographies that may not meet the cybersecurity controls expected or required by our suppliers and customers. These local partners may operate under different regulatory frameworks and security standards that ~~don't~~do not align with our requirements or customer and supplier expectations, creating additional vulnerability points in our overall security posture. Security incidents involving these international partners could damage customer trust, result in regulatory violations across multiple jurisdictions, and create complex legal challenges due to varying international privacy laws if data these international partners process on our behalf is impacted.

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We may not successfully develop or introduce new offerings, services, features, integrations, capabilities, and versions of our existing offerings that achieve market acceptance, and our business could be harmed and our revenue could suffer as a result.

Our ability to attract new customers and increase revenue from existing customers depends in large part upon the successful development, introduction, and customer acceptance of new offerings, services, features, integrations, capabilities, and versions of our existing offerings. Unexpected delays in releasing new or enhanced offerings, or errors following their release, could result in loss of sales, delay in market acceptance of our platform, or customer claims against us, any of which could harm our business. The success of any new product, service, feature, integration, capability, or version depends on several factors, including timely completion and delivery, competitive pricing, adequate quality testing, integration with existing technologies, proper marketing of the offering, and market acceptance. For example, our Bleisure ~~offering~~and isNavan aEdge ~~nascent~~offerings ~~offering~~are nascent, and there can be no assurance that iteither will reach the level of customer adoption that itthey ~~was~~were designed to achieve. We may not be able to develop new offerings successfully or to introduce and gain market acceptance of new offerings in a timely manner, or at all. If we are unable to expand our offerings in a manner that increases retention of existing customers and attracts new customers, or successfully drives adoption by our Travel Management customers of our Expense Management and corporate card offerings, our business, financial condition, results of operations, and prospects could be adversely affected.

Our business is affected by seasonality.

Our business has historically been influenced by seasonality, primarily related to seasonal travel trends of business travelers, as our users typically travel less during holiday periods, though this effect varies regionally. As a result, our travel revenue has historically been stronger in the third fiscal quarter. Additionally, a portion of the revenue from our Expense Management offerings is driven by the volume of corporate card spending processed by our Expense Management platform, which tends to decrease during periods of decreased business travel. In addition, demand for travel generally fluctuates based on a number of factors, including periods of perceived or actual adverse economic conditions and times of political or economic uncertainty. As a result of ~~quarterly~~ fluctuations caused by these and other factors, comparisons of our results of operations across different fiscal quarters may not be accurate indicators of our future performance. Furthermore, our rapid growth in recent years may obscure the extent to which seasonality trends have affected our business and may continue to affect our business. Accordingly, yearly or quarterly comparisons of our results of operations may not be useful and our results in any particular period will not necessarily be indicative of the results to be expected for any future period. Seasonality in our business can also be affected by introductions of new or enhanced offerings, including the costs associated with such introductions.

Our business depends on a strong brand, and if we are not able to maintain and enhance our brand, our ability to maintain and expand our base of customers may be impaired, and our business and results of operations will be harmed.

We believe that the brand identity that we have developed has significantly contributed to the success of our business. We also believe that maintaining and enhancing the Navan brand is critical to expanding our customer base and establishing and maintaining relationships with suppliers and other partners. Successful promotion and protection of our brand will depend largely on the effectiveness of our marketing efforts, our ability to ensure that our platform remains high-quality, reliable, useful and competitively priced, the quality and perceived value of our platform, our ability to successfully differentiate our platform and features from those of our competitors, and the ability of our customers to achieve successful results by using our platform and features. Maintaining and enhancing our brand may require us to make substantial investments not just in our Travel Management offerings but also in newer offerings, such as Bleisure, and Navan Edge, and to make substantial investments in new non-U.S. markets, which may not be successful. Marketing campaigns are also critical to the success of our product-led growth sales strategy. Substantial advertising expenditures may be required to maintain and enhance our brand, which may not prove successful. Advertising and other brand promotion activities ~~may not generate customer~~

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may not generate customer awareness or increase revenue, and even if they do, any increase in revenue may not offset the expenses we incur in building our brand. In addition, existing and future brand-marketing campaigns and customer awareness strategies may have lengthy return on investment time horizons. We also have limited experience conducting broad marketing campaigns, such as global integrated marketing campaigns, and other marketing initiatives. As a result, we may not be able to adequately assess the benefits of such initiatives until we have made substantial investments of time and capital, which could also negatively impact our ability to effectively allocate sales and marketing funds and resources to the sales strategy that generates the greatest return on our investment. There could also be a negative reaction to certain advertising campaigns and values-based activity and communications.

Additionally, our brand could be damaged by incidents involving our suppliers, particularly if the incidents receive considerable negative publicity or result in litigation, some of which may occur in the ordinary course of our business or the business of our suppliers and other partners. In addition, our failure to provide timely and sufficient support services to our users and customers in connection with travel delays and incidents could harm our brand and reputation. Such incidents may arise from events that are or may be beyond our control, such as actions taken (or not taken) by one or more suppliers, including flight delays and cancellations. If we fail to promote and maintain the Navan brand, or if we incur excessive expenses in this effort, we may fail to attract or retain customers necessary to realize a sufficient return on our brand-building efforts or to achieve the widespread brand awareness that is critical for broad customer adoption of our platform and features. We anticipate that, as our market becomes increasingly competitive, maintaining and enhancing our brand may become more difficult and expensive.

We face significant competition in the markets we serve, and if we do not compete effectively, our business, results of operations, and financial condition could be harmed.

Our offerings address a highly competitive market with entrenched incumbent industry participants, ranging from legacy service providers to more modern software companies. Some of our competitors may have access to more financial resources, greater name recognition, and better-established customer bases in their target segments, differentiated business models, technology, and other capabilities or a differentiated geographic coverage, which may make it difficult for us to retain or attract new customers. In addition, competitors are increasingly using AI and automation to improve service quality and reduce operational costs, allowing them to deliver more personalized user experiences or more efficient support at scale. New AI-native entrants may bypass traditional models and gain traction quickly, particularly in the unmanaged travel market, including by offering products that more effectively streamline the travel booking and expense management process using AI or other digital-native tools. At the same time, legacy competitors may continue to benefit from their brand strength, customer relationships, and market influence while integrating AI into their offerings, particularly if certain enterprise customers continue to favor traditional offline travel management services. Our travel suppliers may also seek to develop and implement or further invest in existing direct distribution channels. If we cannot compete effectively, our business, financial condition, results of operations, and prospects could be adversely affected.

In Travel Management, we currently compete, and will continue to compete, with a variety of travel and travel-related companies, including other corporate travel management service providers such as BCD Group, Global Business Travel Group, Inc., and SAP Concur, traditional travel agencies, and emerging and established online travel agencies. We compete, to a lesser extent, with credit card loyalty programs, online travel search and price comparison services, facilitators of alternative accommodations such as short-term home or condominium rentals, and social media and e-commerce websites, as well as direct-booking platforms from hotel chains and airlines.

In addition, our Expense Management and corporate card offerings face significant competitive challenges from do-it-yourself approaches as well as companies that provide traditional horizontal platform solutions with expense management features, such as Expensify, Oracle, and SAP, corporate card providers, and expense management solutions, such as Brex and Ramp. Moreover, some travelers may prefer to use their existing travel rewards credit cards to book rather than our corporate card, even if their personal rewards from our Expense Management offerings would be superior. It is difficult to predict

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adoption rates and demand for our Expense Management offerings, the future growth rate and size of the market for expense management and other pre-accounting products, or the entry of competitive offerings. Some traditional horizontal platform solutions with expense management features have substantially greater revenue, personnel, and other resources than we do. We also face competition from a growing number of other businesses offering expense management solutions and corporate cards. Some of these companies are using AI to automate workflows and deliver more adaptive user experiences, which may shift customer expectations and alter how expense management solutions are evaluated and adopted. With the introduction of new technologies and the entry of new companies into the market, we expect competition to persist and intensify. Additionally, it is possible that larger companies with substantial resources that operate in adjacent accounting, finance, or compliance verticals may decide to pursue expense management automation and become immediate, significant competitors. Merger and acquisition activity in the technology industry could increase the likelihood that we compete with other large technology companies.

We cannot assure you that we will be able to compete successfully against any current, emerging, and future competitors or provide sufficiently differentiated products and services to our customer base in any of the markets we serve. Increasing competition from current and emerging competitors, consolidation of our competitors, the introduction of new technologies, and the continued expansion of existing technologies may force us to make changes to our business model, which could adversely affect our business, financial condition, results of operations, and prospects.

If our customers or users of our platform engage in, or are subject to, fraud, criminal activity, or inappropriate conduct, our reputation, brand, business, financial condition, and results of operations could be harmed.

We are not able to control or predict the actions of our customers or users during their engagement with our platform or otherwise. We face the risk of criminal activity, fraud, and inappropriate conduct from users or individuals impersonating users on our platform. Such risks include identity theft, use of stolen or fraudulent credit card data, social engineering attacks to gain unauthorized account access, and fraudulent exploitation of our payment card programs. This conduct has in the past involved, and may in the future involve, coordinated and complex fraud schemes that are difficult to detect and prevent. Given their complexity, such schemes have in the past persisted, and future schemes may also persist, for lengthy periods prior to detection. If our platform is perceived as a conduit for such activity or if we fail to effectively detect and prevent these threats, our brand reputation could be seriously damaged, resulting in negative press coverage, customer attrition, damage to our supplier relationships, and reduced market confidence. The financial impact of such fraudulent activities is often difficult to quantify quickly or with precision due to the complexity of certain of these schemes. Consequently, the negative effects on our financial results may continue into future periods or have a greater impact than initially anticipated, even after the fraudulent activity has been terminated. If the fraudulent activity occurs through systems controlled by any of our partners, such as our suppliers, we may be unable to remediate or prevent this activity in a timely manner or at all due to limitations in our ability to interact with such systems. The process of identifying the full scope of losses often requires extensive investigation, potentially delaying financial reporting and creating additional operational challenges.

Our failure to adequately detect, address, or prevent these fraudulent transactions could result in multiple adverse consequences beyond direct financial losses, including:

•significant damage to our reputation and brand trust;

•litigation and regulatory action across multiple jurisdictions;

•errors in financial statements potentially requiring corrections or restatements;

•delays in preparing and filing periodic reports;

•failures to meet our reporting and other obligations as a public company; and

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•additional expenses for remediation and enhanced security measures.

These risks extend beyond direct fraud against our systems. If criminal, inappropriate, or other negative incidents occur due to the conduct of customers, users, suppliers, or other third parties using our platform, our ability to attract and retain business relationships may be harmed. These incidents can significantly undermine confidence in our services, even when we are not directly at fault.

As our platform continues to grow in scale and geographic reach, the sophistication and variety of potential fraud schemes will likely evolve in parallel. This requires continuous investment in fraud detection technologies, security protocols, and specialized personnel to protect our platform integrity and financial stability. The travel industry is particularly vulnerable to these risks due to the high transaction values and complex payment systems involved, making effective fraud prevention a critical component of our operational strategy and long-term business viability. If criminal, inappropriate, or other negative incidents occur due to the conduct of third parties, our ability to attract and retain customers may be harmed, and our reputation, business, and financial results could be harmed.

If the prices we charge in connection with our offerings are unacceptable to our customers, our business, financial condition, and results of operations may be adversely impacted.

We primarily generate revenue through commissions received from our suppliers based on the dollar volume of bookings made by users on our platform as well as per-trip or per-transaction fees from customers for access to our travel management platform or on-demand travel management services. We also generate revenue from annual subscription fees paid by our customers for access to our expense management offerings. As the market for our platform matures, or as new or existing competitors introduce new products or services that compete with ours, we may experience pricing pressure and be unable to renew our agreements with existing customers or attract new customers at prices that are consistent with our pricing model and operating budget. Moreover, our pricing strategy may come under pressure due to industry developments or macroeconomic conditions that are out of our control, including changes in available travel inventory, changes in inventory network standards like the NDC, reduced commission rates, or changes to interchange fees, as well as overall inflation and budget constraints impacting customers in an uncertain macroeconomic environment. Our pricing strategy for existing and new offerings we introduce may prove to be unappealing to our customers, and our competitors could choose to bundle certain products and services competitive with ours. If this were to occur, it is possible that we would have to change our pricing strategies or reduce our prices, which could adversely affect our business, financial condition, results of operations, and prospects.

We track certain performance metrics with internal tools and do not independently verify such metrics. Certain of our performance metrics are subject to inherent challenges in measurement, and real or perceived inaccuracies in such metrics may harm our reputation and negatively affect our business.

Our internal tools have a number of limitations and our methodologies for tracking these metrics may change over time, which could result in unexpected changes to our metrics, including the metrics we report. We calculate and track performance metrics with internal tools, which are not independently verified by any third party. While we believe our metrics are reasonable estimates of our business and financial performance for the applicable period of measurement, the methodologies used to measure these metrics require significant judgment and may be susceptible to algorithm or other technical errors. For example, the accuracy and consistency of our performance metrics may be impacted by changes to internal assumptions regarding how we account for and track customers, limitations on system implementations, and limitations on third-party tools’ abilities to match our database. If the internal tools we use to track these metrics undercount or overcount performance or contain algorithmic or other technical errors, the data we report may not be accurate. In addition, limitations or errors with respect to how we measure data (or the data that we measure) may affect our understanding of certain details of our business, which could affect our longer-term strategies. If our performance metrics are not accurate representations of our business or growth trends; if we discover material inaccuracies in our metrics; or if

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the metrics we rely on to track our performance do not provide an accurate measurement of our business, our reputation may be harmed, we may be subject to legal or regulatory actions, and our business, financial condition, results of operations, and prospects could be adversely affected.

Our estimates of market opportunity and forecasts of market growth may prove to be inaccurate, and even if the markets in which we compete achieve the forecasted growth, our business could fail to grow at similar rates, if at all.

Our estimates of market opportunity and forecasts of market growth may prove to be inaccurate. Such estimates and forecasts, including those we have generated ourselves or that include our data, are subject to significant uncertainty and are based on assumptions and estimates that may not prove to be accurate including due to the risks described herein. Even if the markets in which we compete achieve the forecasted growth, our business could fail to grow at similar rates, if at all.

The variables that go into the calculation of our market opportunity are subject to change over time, and there is no guarantee that any particular number or percentage of addressable customers or travelers covered by our market opportunity estimates will purchase our offerings at all or generate any particular level of revenue for us. Any expansion in the markets in which we operate depends on a number of factors, including the cost, performance, and perceived value associated with our platform and those of our competitors. Even if the markets in which we compete meet our size estimates and growth forecasts, our business could fail to grow at similar rates, if at all. Our growth is subject to many factors, including our success in implementing our business strategy, which is subject to many risks and uncertainties. Accordingly, our forecasts of market growth should not be taken as indicative of our future growth.

Risks Related to Our People

If we lose Ariel Cohen, our co-founder and Chief Executive Officer, or other key members of our management team or are unable to attract and retain executives and employees we need to support our operations and growth, our business may be harmed.

Our success and future growth depend upon the continued services of our management team and other key employees throughout our organization. The loss of key personnel, including key members of our management team or members of our board of directors, as well as certain of our key marketing, sales, finance, support, product development, human resources, or technology personnel, could disrupt our operations and have a negative impact on our ability to grow our business. In particular, Ariel Cohen, our co-founder and Chief Executive Officer, is critical to our overall management, as well as the continued development of our platform, offerings, culture, and strategic direction. Additionally, certain key members of our management team are based in, or spend considerable time in, Israel, including at our office in Tel Aviv, and the escalating military conflict ~~between~~in ~~Iran~~the ~~and~~Middle ~~Israel~~East may impact their safety and availability, potentially disrupting our operations and business continuity. From time to time, there may be changes in our management team resulting from the hiring or departure of executives and key employees, which could disrupt our business. In addition, we may face challenges retaining senior management of companies we acquire. Our senior management and key employees are employed on an at-will basis. We currently do not have “key person” insurance for any of our employees. Certain of our key employees have been with us for a long period of time and have fully veste

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