Navan, Inc.

For the 2026 Annual Meeting of Stockholders to be held on June 25, 2026 at 8:30 a.m. Pacific Time.

GENERAL INFORMATION

Our Board of Directors is soliciting your proxy to vote at the 2026 Annual Meeting of Stockholders (including any adjournments, continuations, or postponements thereof, the “Annual Meeting”) of Navan, Inc. for the purposes described in this proxy statement for the Annual Meeting (this “Proxy Statement”). The Annual Meeting will be held virtually via a live webcast on June 25, 2026 at 8:30 a.m. Pacific Time. The Notice of Internet Availability of Proxy Materials (the “Notice”) containing instructions on how to access this Proxy Statement and our Annual Report on Form 10-K for the year ended January 31, 2026 (the “2026 Annual Report”) is first being mailed on or about May 12, 2026 to all stockholders entitled to vote at the Annual Meeting. If you held shares of our common stock at the close of business on April 30, 2026 (the “Record Date”), you or your proxyholder are invited to virtually attend the Annual Meeting at www.virtualshareholdermeeting.com/NAVN2026 and vote on the proposals described in this Proxy Statement.

In this Proxy Statement, we refer to Navan, Inc. as “Navan,” “Company,” “we,” “us,” or “our,” and to the Board of Directors of Navan as “our Board of Directors” or “Board.” The 2026 Annual Report accompanies this Proxy Statement. You also may obtain a paper copy of the 2026 Annual Report without charge by following the instructions in the Notice.

The information provided in the “question and answer” format below is for your convenience only and is merely a summary of the information contained in this Proxy Statement. You should read this entire Proxy Statement carefully. Information contained on, or that can be accessed through, our website is not intended to be incorporated by reference into this Proxy Statement and should not be considered to be part of this Proxy Statement, and references to our website address in this Proxy Statement are inactive textual references only.