Navan, Inc.
For the period ended Apr 30, 2026. Filed Jun 11, 2026.
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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Apr 30, 2026 · Filed Jun 11, 2026
NAVN$25.48+0.2%Stored close · as of Nov 6, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2025-10-31; filed 2025-12-15.
0001639723-25-000017
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2026-04-30; filed 2026-06-11.
0001628280-26-042552
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 176 previous paragraphs and 163 current paragraphs.
85 unchanged; 57 reworded; 19 added; 28 removed; 6 previous and 2 current paragraphs rearranged.
Tables are not compared: 19 previous and 19 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (19)
Current report
Reed & Mackay Customer Transition
Current report
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 unified Navan brand. During and subsequent to the transition, customers will continue to receive the same premium level of service they value today.
Current report
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.”
Current report
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.
Current report
Other Income, Net
Current report
Loss on Fair Value Adjustments
Current report
Research and development expense for the three months ended April 30, 2026 increased by $8.0 million, or 25%, primarily due to an increase in salaries and related benefits of $8.1 million driven by an increase of $4.1 million related to stock-based compensation expense and an increase in headcount, partially offset by a decrease in professional service fees of $0.9 million.
Current report
General and administrative expense for the three months ended April 30, 2026 increased by $15.4 million, or 45%, primarily due to an increase in stock based compensation expense of $10.7 million and an increase in professional service fees of $1.8 million. Additionally, $1.4 million of severance and executive transition costs were recognized during the three months ended April 30, 2026.
Current report
Other Income
Current report
Loss on Fair Value Adjustments
Current report
Loss on fair value adjustments for the three months ended April 30, 2025 represents the impact of recording financial liabilities to fair value, which were settled prior to the three months ended April 30, 2026.
Current report
•Severance and executive transition costs. During the three months ended April 30, 2026, we incurred costs associated with the departure of our Chief Financial Officer, which consisted of severance and retention payments, and other third party professional services. We exclude these costs because they are non-recurring in nature and are not representative of our core operations.
Current report
•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.
Current report
Non-GAAP Income from Operations
Current report
The Warehouse Credit Facility has been amended multiple times over the term to change the borrowing capacity and maturity date. As of April 30, 2026, the term of the Warehouse Credit Facility extends through February 18, 2028, the minimum utilization is 40% of the committed amount, and the borrowing capacity is $250.0 million.
Current report
As of April 30, 2026, the Company had a total outstanding balance of $118.17 million on the Warehouse Credit Facility. The Warehouse Credit Facility contains certain affirmative or negative covenants, including maintaining certain levels of minimum liquidity, maximum leverage, and minimum tangible net worth. As of April 30, 2026 and January 31, 2026, we remain in compliance with the covenants of the loan agreement.
Current report
In the future, we may enter into additional warehouse facilities or other financing arrangements to fund the expansion of our corporate payments business.
Current report
Net cash used in operating activities was $6.8 million for the three months ended April 30, 2026 as compared to net cash provided by operating activities of $4.6 million for the three months ended April 30, 2025. The increase in net cash used was primarily due the difference in timing of payments received from our customers as compared to payments made to vendors.
Current report
Net cash provided by financing activities was $14.0 million for the three months ended April 30, 2026 as compared to $62.0 million for the three months ended April 30, 2025. The change was primarily driven by proceeds from the issuance of debt in excess of debt payments during the three months ended April 30, 2025, partially offset by proceeds received from stock option exercises during the three months ended April 30, 2026.
Removed paragraphs (28)
Previous report
Initial Public Offering
Previous report
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.
Previous report
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.
Previous report
Other Income (Expense), Net
Previous report
Gain (Loss) on Fair Value Adjustments
Previous report
Cost of revenue for the three months ended October 31, 2025 increased by $12.6 million, or 28%, compared to the three months ended October 31, 2024. This increase was primarily due to an increase in salaries and related benefits of $9.5 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 $2.3 million. Revenue and cost of revenue increased proportionally, resulting in no change to gross margin from the prior period.
Previous report
Research and development expense for the three months ended October 31, 2025 increased by $18.2 million, or 55%, compared to the three months ended October 31, 2024. The increase was primarily due to $18.2 million of stock-based compensation expense recognized in connection with our IPO.
Previous report
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.
Previous report
Sales and marketing expense for the three months ended October 31, 2025 increased by $36.9 million, or 63%, 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 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. Additionally, advertising expense increased by $3.2 million and sales commissions expense increased by $2.1 million.
Previous report
General and administrative expense for the three months ended October 31, 2025 increased by $36.0 million, or 103%, primarily due to an increase in salaries and related benefits of $34.9 million, of which $34.4 million was stock-based compensation expense recognized in connection with our IPO.
Previous report
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.
Previous report
“―Liquidity and Capital Resources―Debt Obligations Extinguished in Connection with the IPO―Vista Facility”).
Previous report
Other Income (Expense)
Previous report
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.
Previous report
Gain (Loss) on Fair Value Adjustments
Previous report
Gain (loss) on fair value adjustments for the three months ended October 31, 2025 changed by $30.5 million, primarily due to a $32.5 million loss related to the change in fair value of the SAFEs and common stock warrant liabilities, offset by a $2.3 million gain related to the change in the fair value of the embedded derivative liability related to the convertible notes.
Previous report
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 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.
Previous report
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.
Previous report
Non-GAAP Income (Loss) from Operations
Previous report
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.
Previous report
The Warehouse Credit Facility was amended multiple times during the year ended January 31, 2025 and during the nine months ended October 31, 2025. As of October 31, 2025, the amended terms of the Warehouse Credit Facility include total available borrowings of $250.0 million, an extended maturity date of February 18, 2028, an expanded borrowing base to include receivables generated in foreign currency, and amendments to certain financial covenants.
Previous report
During the year ended January 31, 2025, we drew down an aggregate of $37.8 million and repaid $30.0 million of the Warehouse Credit Facility. During the nine months ended October 31, 2025, we drew down an aggregate of $35.0 million and repaid $81.1 million of the Warehouse Credit Facility.
Previous report
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.
Previous report
We intend to enter into a new warehouse credit facility by the end of fiscal 2026.
Previous report
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.
Previous report
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.
Previous report
Net cash used in operating activities was $1.3 million for the nine months ended October 31, 2025 as compared to net cash used in operating activities of $41.5 million for the nine months ended October 31, 2024. The decrease in net cash used was primarily due to an increase of revenue which surpassed an increase in operating and non-operating losses and expenses adjusted for non-cash items, including (i) loss on extinguishment of debt, (ii) stock-based compensation expense, and (iii) loss on fair value adjustments.
Previous report
Net cash provided by financing activities was $630.6 million for the nine months ended October 31, 2025 as compared to $77.7 million for the nine months ended October 31, 2024. The increase was primarily driven by the receipt of proceeds from our IPO and proceeds from debt borrowings during the nine months ended October 31, 2025, partially offset by payments on debt borrowings, primarily due to the settlement of the 2022 Promissory Note and the Vista Facility during the nine months ended October 31, 2025.
Reworded paragraphs (57)
Previous wording
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 prospectus dated October 29, 2025, filed with the SEC pursuant to Rule 424(b)(4) under the Securities Act on October 31, 2025 (the “Prospectus”). 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.
Current wording
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 Annual Report on Form 10-K for the year ended January 31, 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. Our historical results are not necessarily indicative of the results that may be expected for any period in the future.
Previous wording
Navan is an end-to-end, AI-powered software platform built to simplify the global business travel and expense (“T&E”) experience, benefiting users, customers, and suppliers. From day one, we 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.
Current wording
Navan is a global AI-powered business travel and expense platform that makes travel easy for frequent travelers. Since our inception, we have leveraged technology to reimagine business travel. We built a comprehensive platform that serves as the foundation for further disruption. We deliver personalized experiences for users, efficiency and control for customers, and direct market access for suppliers — all powered by our proprietary AI framework, Navan Cognition.
Previous wording
•Suppliers: Our suppliers include airlines, hotels, rental car companies, rail carriers, and providers of global distribution systems (“GDS”). 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.
Current wording
•Suppliers: Our suppliers include airlines, hotels, rental car companies, rail carriers, 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.
Previous wording
We define 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.
Current wording
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.
Previous wording
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.
Current wording
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.
Previous wording
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 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.
Current wording
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. This added value for customers also benefits our own financial performance.
Previous wording
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.
Current wording
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.
Previous wording
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, 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.
Current wording
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 (“R&M”), 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. 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.
Previous wording
We generally experience seasonality in our revenue, primarily related to seasonal travel trends of business travelers. 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.
Current wording
We generally experience seasonality in our revenue, primarily related to seasonal travel trends of business travelers. As revenue is driven by travel volume, 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.
Previous wording
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.
Current wording
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.
Previous wording
Excluding the impact from 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.
Current wording
Excluding the impact of stock-based compensation expense, 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.
Previous wording
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.
Current wording
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.
Previous wording
General and administrative expenses are expensed as incurred. Excluding the impact from 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.
Current wording
General and administrative expenses are expensed as incurred. Excluding the impact of stock-based compensation expense, 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.
Previous wording
Other income (expense), net primarily consists of interest income earned on cash and cash equivalents, foreign exchange gains and losses, and other non-operating gains and losses.
Current wording
Other income, net primarily consists of interest income earned on cash, 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.
Previous wording
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.
Current wording
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.
Previous wording
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 state 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.
Current wording
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, certain states 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.
Previous wording
The following table sets forth our consolidated statements of operations data for the periods indicated:
Current wording
The following table sets forth our condensed consolidated statements of operations data for the periods indicated:
Previous wording
Stock-based compensation is included in the following components of expenses within the consolidated statements of operations:
Current wording
Stock-based compensation is included in the following components of expenses within the condensed consolidated statements of operations:
Previous wording
Comparison of the Three and Nine Months Ended October 31, 2025 and 2024
Current wording
Comparison of the Three Months Ended April 30, 2026 and 2025
Previous wording
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.
Current wording
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.
Previous wording
The impact of foreign currency translation on the change in revenue for the three and nine months ended October 31, 2025, and 2024, respectively, was not material.
Current wording
The impact of foreign currency translation on the change in revenue for the three months ended April 30, 2025 to the three months ended April 30, 2026 was not material.
Previous wording
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.
Current wording
Cost of revenue for the three months ended April 30, 2026 increased by $11.5 million, or 25%, primarily due to an increase in salaries and related benefits of $6.3 million, driven by an increase in headcount. Additionally, cloud hosting, support, processing, and ticketing fees increased by $2.4 million, and facilities and IT-related costs increased by $1.2 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.
Previous wording
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.
Current wording
Sales and marketing expense for the three months ended April 30, 2026 increased by $30.0 million, or 49%, primarily due to an increase in salaries and related benefits of $14.4 million, of which $4.7 million related to stock-based compensation expense. The increase in salaries and related benefits is primarily 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.
Previous wording
Interest expense for the three and nine months ended October 31, 2025 decreased by $4.1 million, or 21%, 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―Debt in the notes to the condensed consolidated financial statements included elsewhere in this report), and lower borrowing levels under the Warehouse Credit Facility (as defined below under ―Liquidity and Capital Resources―Debt Obligations―Warehouse Credit Facility”), partially offset by interest associated with the Vista Facility (as defined below under
Current wording
Interest expense for the three months ended April 30, 2026 decreased by $13.5 million, or 83%, primarily due to the settlement of the 2022 Promissory Note in February 2025 (see Note 6 — Debt in the notes to the condensed consolidated financial statements included elsewhere in this report), the settlement and conversion of the Vista Facility, SAFEs, and convertible notes in connection with the IPO (all which are defined 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 Extinguished in Connection with the IPO”), and lower borrowing levels under the Warehouse Credit Facility (as defined 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”).
Previous wording
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.
Current wording
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”).
Previous wording
Loss on extinguishment of debt for the three and nine months ended October 31, 2025 includes 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.
Current wording
Loss on extinguishment of debt for the three months ended April 30, 2025 represents the loss on the settlement of the 2022 Promissory Note.
Previous wording
Income tax expense for the three months ended October 31, 2025 decreased by $1.7 million, or 33%, primarily due to decreases in foreign profits and excess tax benefits related to the vesting of RSUs and the exercise of stock options in connection with our IPO.
Current wording
Income tax expense for the three months ended April 30, 2026 decreased by $3.7 million, or 82%, primarily due to decreases in foreign profits and the release of unrecognized tax benefits from the settlement of tax examinations.
Previous wording
To supplement our 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.
Current wording
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 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.
Previous wording
•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.
Current wording
•Loss 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.
Previous wording
•SAFE debt issuance costs expensed. We exclude the issuance costs incurred in connection with the SAFEs issued during the nine months ended October 31, 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.
Current wording
•SAFE debt issuance costs expensed. We exclude the issuance costs incurred in connection with the SAFEs issued during the three months ended 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.
Previous wording
•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 adjustment relates to the income tax effects of stock-based compensation expense.
Current wording
•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.
Previous wording
We define non-GAAP gross profit as GAAP gross profit, excluding stock-based compensation-related charges and amortization of intangible assets. We define non-GAAP gross margin as non-GAAP gross profit divided by revenue.
Current wording
We define non-GAAP gross profit as GAAP gross profit, excluding stock-based compensation-related charges, amortization of intangible assets, and restructuring costs. We define non-GAAP gross margin as non-GAAP gross profit divided by revenue.
Previous wording
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:
Current wording
The 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:
Previous wording
We define non-GAAP income (loss) from operations as GAAP loss from operations, excluding stock-based compensation-related charges and amortization of intangible assets.
Current wording
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:
Previous wording
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, and adjusted to reflect the income tax effects of the non-GAAP adjustments to GAAP loss before income tax expense.
Current wording
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 on fair value adjustments, SAFE debt issuance costs expensed, 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.
Previous wording
The following table reflects the reconciliation of GAAP net loss to non-GAAP net income (loss) for the periods presented:
Current wording
The following table sets forth the reconciliation of GAAP net loss to non-GAAP net income (loss) for the periods presented:
Previous wording
We define free cash flow, a non-GAAP financial measure, as GAAP net cash used in operating activities reduced by cash used for investing activities for capitalized software development costs and purchases of property and equipment.
Current wording
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.
Previous wording
The following table reflects the reconciliation of GAAP operating cash flow to non-GAAP free cash flow for the periods presented:
Current wording
The following table sets forth the reconciliation of GAAP operating cash flow to non-GAAP free cash flow for the periods presented:
Previous wording
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.
Current wording
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, which was paid during the year ended January 31, 2026.
Previous wording
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 equivalents consisted of funds deposited with banks, funds available for use held with our corporate card payment processing 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. We have generated significant operating losses from our operations as reflected in our accumulated deficit of $1,942.4 million as of October 31, 2025. We expect to continue to incur operating losses, and our operating cash flows may fluctuate between positive and negative amounts at least through the fiscal year ending January 31, 2027 due to investments we intend to make to support growth in our business. As a result, we may require additional capital resources to execute strategic initiatives to grow our business.
Current wording
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 April 30, 2026, our principal sources of liquidity were cash and cash equivalents of $518.4 million, which were held primarily for working capital purposes, and short-term investments of $162.2 million. Cash consisted of funds deposited with banks and a portion of the balance held with our corporate card payment processing partners that is not restricted to fund transactions charged by our corporate card users. Cash equivalents consisted of money market funds and commercial paper with an original maturity of three months or less at the date of purchase. Investments consisted of U.S. government and agency securities, commercial paper, and corporate bonds. Our investments are focused on preserving capital, maintaining sufficient liquidity for operations, and maximizing returns within our risk parameters. Our investment policy sets forth authorized investment categories, credit rating minimums, and maturity requirements. We believe these policies mitigate our exposure to any risk concentrations.
Showing the first 40 of 57 pairs. Open the source sections for the rest.
Rearranged current paragraphs (2)
Current report — wording carried from elsewhere
We have generated significant operating losses from our operations as reflected in our accumulated deficit of $2.0 billion as of April 30, 2026. We expect to continue to incur operating losses, and our operating cash flows may fluctuate between positive and negative amounts at least through the fiscal year ending January 31, 2027 due to investments we intend to make to support growth in our business, and the difference in timing of payments received from our customers as compared to payments made to vendors, including travel suppliers. As a result, we may require additional capital resources to execute strategic initiatives to grow our business.
Current report — wording carried from elsewhere
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.
Rearranged previous paragraphs (6)
Previous report — wording carried elsewhere
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.
Previous report — wording carried elsewhere
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.
Previous report — wording carried elsewhere
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.
Previous report — wording carried elsewhere
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 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.
Previous report — wording carried elsewhere
The following table reflects the reconciliation of GAAP loss from operations to non-GAAP income (loss) from operations for the periods presented:
Previous report — wording carried elsewhere
During the three months ended October 31, 2025, the convertible notes and SAFEs converted into shares of our Class A common stock in connection with the IPO, and we paid $133.7 million to settle the Vista Facility. As of October 31, 2025, 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.