Navan, Inc.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No. )

Check the appropriate box:

NAVAN, INC.

(Name of Registrant as Specified in Its Charter)

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

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

Notice of Annual Meeting

and

Proxy Statement

Notice of Annual Meeting of Stockholders

MEETING DETAILS

Dear Stockholder:

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

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

PURPOSES

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

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

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

By Order of the Board of Directors,

/s/ Ariel Cohen

Chief Executive Officer and Chairperson

Palo Alto, California

May 12, 2026

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