Navan, Inc.

S-11 navan-sx1.htm S-1

As filed with the Securities and Exchange Commission on September 19, 2025.

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORMS-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

NAVAN, INC.

(Exact name of registrant as specified in its charter)

3045 Park Boulevard

Palo Alto, California 94306

(888) 505-8747

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Chairperson of the Board of Directors and Chief Executive Officer

Navan, Inc.

3045 Park Boulevard

Palo Alto, California 94306

(888) 505-8747

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Approximate date of commencement of proposed sale to the public:

As soon as practicable after the effective date of this registration statement.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, as

amended, or Securities Act, check the following box:☐

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities

Act registration statement number of the earlier effective registration statement for the same offering.☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration

statement number of the earlier effective registration statement for the same offering.☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration

statement number of the earlier effective registration statement for the same offering.☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging

growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the

Securities Exchange Act of 1934, as amended.

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.☐

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a

further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the

Securities Act or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said

Section 8(a), may determine.

Shares

Navan, Inc.

Class A Common Stock

This is the initial public offering of shares of Class A common stock of Navan, Inc. We are offering shares of our Class A common stock in this offering. The

selling stockholders identified in this prospectus are offering an additional shares of Class A common stock. We will not receive any proceeds from the sale of

shares of Class A common stock by the selling stockholders.

Prior to this offering, there has been no public market for our Class A common stock. It is currently estimated that the initial public offering price per share of our

Class A common stock will be between $ and $ .

We have applied to list our Class A common stock on the Nasdaq Global Select Market, or Nasdaq, under the symbol “NAVN.” This offering is contingent upon

final approval of our listing of our Class A common stock on Nasdaq.

Following this offering, we will have two classes of authorized common stock, Class A common stock and Class B 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. Immediately

following the completion of this offering, and assuming no exercise of the underwriters’ option to purchase additional shares, Ariel Cohen, our co-founder, Chief

Executive Officer, and chairperson of our board of directors will hold or have the ability to control approximately % of the voting power of our outstanding capital

stock, and Ilan Twig, our co-founder, Chief Technology Officer, and a member of our board of directors will hold or have the ability to control approximately % of the

voting power of our outstanding capital stock, which voting power may increase over time upon the exercise or settlement and exchange of equity awards held by our

co-founders pursuant to their equity exchange rights, as described further under the section titled “Prospectus Summary—The Offering.” As a result, our co-founders,

together, may have significant influence over the outcome of matters submitted to our stockholders for approval, including the election of our directors and the

approval of any change of control transaction.

We are an “emerging growth company” as defined under the federal securities laws, and as such, we have elected to comply with certain reduced reporting

requirements for this prospectus and may elect to do so in future filings.

See “Risk Factors” beginning on page 22 to read about factors you should consider before buying shares of our Class A common

stock.

Neither the Securities and Exchange Commission nor any other regulatory body has approved or disapproved of these securities or

passed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense.

(1)See the section titled “Underwriting” for a description of the compensation payable to the underwriters.

The underwriters have the option for a period of 30 days to purchase up to an additional shares of Class A common stock from us at the initial

public offering price less underwriting discount.

The underwriters expect to deliver the shares of Class A common stock against payment in New York, New York on , 2025.

Prospectus dated , 2025.

The information in this preliminary prospectus is not complete and may be changed. These securities may not be sold until the registration

statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities and we

are not soliciting offers to buy these securities in any jurisdiction where the offer or sale is not permitted.

Subject to Completion. Dated , 2025.

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Through and including , 2025 (the 25th day after the date of this prospectus), all

dealers effecting transactions in these securities, whether or not participating in this offering, may

be required to deliver a prospectus. This is in addition to a dealer’s obligation to deliver a

prospectus when acting as an underwriter and with respect to an unsold allotment or

subscription.

Neither we, the selling stockholders, nor the underwriters have authorized anyone to provide any

information or to make any representations other than those contained in this prospectus or in any free

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writing prospectuses prepared by or on behalf of us or to which we have referred you. Neither we, the

selling stockholders, nor the underwriters take any responsibility for, and can provide no assurance as to

the reliability of, any other information that others may give you. We and the selling stockholders are

offering to sell, and seeking offers to buy, shares of Class A common stock only in jurisdictions where

offers and sales are permitted. The information contained in this prospectus is accurate only as of the

date of this prospectus, regardless of the time of delivery of this prospectus or of any sale of the shares of

Class A common stock. Our business, financial condition, results of operations, and future growth

prospects may have changed since that date.

For investors outside the United States: Neither we, the selling stockholders, nor any of the

underwriters have taken any action that would permit this offering or possession or distribution of this

prospectus in any jurisdiction where action for that purpose is required, other than in the United States.

You are required to inform yourselves about and to observe any restrictions relating to this offering and

the distribution of this prospectus.

Unless otherwise indicated, the terms “Navan,” the “company,” “we,” “us,” and “our” refer to Navan,

Inc. and its subsidiaries, and references to our “common stock” include our Class A common stock and

Class B common stock.

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