Cohen Ariel M. 4

What Happened
Ariel M. Cohen, Navan's Chairperson and CEO (also a director), disposed of 41,530 shares of Navan Class A common stock on 2026-06-22 in an open-market sale. The weighted-average price was $21.06, for total proceeds of approximately $874,821. The filing reports this sale as a mandatory "sell-to-cover" to satisfy tax withholding on RSU vesting, not a discretionary sale.

Key Details

• Transaction date (period of report): 2026-06-22; Form 4 filed: 2026-06-23.
• Transaction type/code: Sale (S); weighted-average price reported $21.06; individual sale prices ranged $21.04–$21.77.
• Proceeds: ~$874,821.
• Reason/footnote: Mandatory sell-to-cover for tax withholding on vesting RSUs (Footnote F1). Not a discretionary trade.
• RSUs: Footnote F3 notes 1,086,122 RSUs outstanding for the reporting person (each convertible to one share upon vesting).
• Shares owned after transaction: The filing does not state total post-sale beneficial ownership of vested shares; it does disclose the RSU count in the footnote.
• Filing timeliness: Form filed next day (no late filing indicated).

Context
Sell‑to‑cover transactions are common when restricted stock units vest and taxes are due; the company or filer mandates selling a portion of the vested shares to cover withholding. Such sales generally reflect tax obligations rather than a signal about the insider’s view of the stock.