SEC Filing : Navan, Inc.

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Document

As filed with the Securities and Exchange Commission on October 30, 2025

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

Navan, Inc.

(Exact name of registrant as specified in its charter)


Delaware						47-3424780
(State or other jurisdiction of incorporation or organization)						(I.R.S. Employer Identification No.)

3045 Park Boulevard

Palo Alto, California 94306

(888) 505-8747

(Address of principal executive offices, including zip code)

Navan, Inc. 2015 Equity Incentive Plan

Navan, Inc. 2025 Equity Incentive Plan

Navan, Inc. 2025 Employee Stock Purchase Plan

(Full titles of the plans)

Ariel Cohen

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)

Copies to:


John T. McKenna Rachel Proffitt Jon C. Avina Milson C. Yu Jean Park Cooley LLP 3175 Hanover Street Palo Alto, California 94304 (650) 843-5000						Howard Baik General Counsel and Secretary Navan, Inc. 3045 Park Boulevard Palo Alto, California 94306 (888) 505-8747

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 Exchange Act.

Large accelerated filer

Accelerated filer

Non-accelerated filer

Smaller reporting company

Emerging growth company

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.o

PART I

INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

The information called for by Part I of Form S-8 is omitted from this Registration Statement in accordance with Rule 428 under the Securities Act of 1933, as amended (the “Securities Act”), and the instructions to Form S-8. In accordance with the rules and regulations of the Securities and Exchange Commission (the “Commission”) and the instructions to Form S-8, such documents are not being filed with the Commission either as part of this Registration Statement or as prospectuses or prospectus supplements pursuant to Rule 424 under the Securities Act.

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PART II

INFORMATION REQUIRED IN REGISTRATION STATEMENT

Item 3. Incorporation of Certain Documents by Reference.

The following documents filed by Navan, Inc. (the “Registrant”) with the Commission are incorporated by reference into this Registration Statement:

(a)Amendment No. 1 to the Registrant’s Registration Statement on Form S-1 filed with the Commission on October 10, 2025 (File No. 333-290396), which contains the audited financial statements for the Registrant’s latest fiscal year for which such statements have been filed.

(b)The Registrant’s Prospectus filed with the Commission on October 30, 2025 pursuant to Rule 424(b) under the Securities Act, relating to the Registration Statement on Form S-1, as amended (File No. 333-290396).

(c)The description of the Registrant’s Class A common stock, which is contained in the Registrant’s Registration Statement on Form 8-A filed with the Commission on October 28, 2025, as amended (File No. 001-42922) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), including any amendment or report filed for the purpose of updating such description.

(d)All other reports and documents subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act (other than Current Reports on Form 8-K furnished under Item 2.02 or Item 7.01 of Form 8-K and exhibits furnished on such form that relate to such items) on or after the date of this Registration Statement and prior to the filing of a post-effective amendment to this Registration Statement which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference herein and to be a part of this Registration Statement from the date of the filing of such reports and documents. Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any subsequently filed document that also is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.

Item 4. Description of Securities.

Not applicable.

Item 5. Interests of Named Experts and Counsel.

Not applicable.

Item 6. Indemnification of Directors and Officers.

Section 145 of the Delaware General Corporation Law (the “DGCL”) authorizes a court to award, or a corporation’s board of directors to grant, indemnity to directors and officers under certain circumstances and subject to certain limitations. The terms of Section 145 of the DGCL are sufficiently broad to permit indemnification under certain circumstances for liabilities, including reimbursement of expenses incurred, arising under the Securities Act.

As permitted by the DGCL, the Registrant’s amended and restated certificate of incorporation to be effective upon the completion of the Registrant’s initial public offering contains provisions that eliminate the personal liability of its directors and officers for monetary damages for any breach of fiduciary duties as a director or officer, except liability for the following:

•any breach of the director’s or officers’ duty of loyalty to the Registrant or its stockholders;

•acts or omissions not in good faith or that involve intentional misconduct or a knowing violation of law;

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•under Section 174 of the DGCL (regarding unlawful dividends and stock purchases);

•any transaction from which the director or officer derived an improper personal benefit; and

•with respect to officers, any action by or in the right of the corporation.

As permitted by the DGCL, the Registrant’s amended and restated bylaws to be effective upon the completion of the Registrant’s initial public offering, provide that:

•the Registrant is required to indemnify its directors and executive officers to the fullest extent permitted by the DGCL, subject to very limited exceptions;

•the Registrant may indemnify its other employees and agents as set forth in the DGCL;

•the Registrant is required to advance expenses, as incurred, to its directors and executive officers in connection with a legal proceeding to the fullest extent permitted by the DGCL, subject to very limited exceptions; and

•the rights conferred in the amended and restated bylaws are not exclusive.

The Registrant has entered into indemnification agreements with each of its then-current directors and executive officers to provide these directors and executive officers additional contractual assurances regarding the scope of the indemnification set forth in its amended and restated certificate of incorporation and amended and restated bylaws, each to be effective upon the completion of the Registrant’s initial public offering, and to provide additional procedural protections. There is no pending litigation or proceeding involving a director or executive officer of the Registrant for which indemnification is sought. The indemnification provisions in its amended and restated certificate of incorporation, amended and restated bylaws and the indemnification agreements entered into or to be entered into between the Registrant and each of its directors and executive officers may be sufficiently broad to permit indemnification of the directors and executive officers for liabilities arising under the Securities Act.

The Registrant currently carries liability insurance for its directors and officers.

Certain of the Registrant’s directors are also indemnified by their employers with regard to service on the Registrant’s board of directors.

Item 7. Exemption from Registration Claimed.

Not applicable.

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Item 8. Exhibits.


		Incorporated by Reference				Filed Herewith
Exhibit Number	Description	Schedule Form	File Number	Exhibit	Filing Date

4.1	Amended and Restated Certificate of Incorporation of the Registrant, as currently in effect.	S-1	333-290396	3.1	September 19, 2025

4.2	Form of Amended and Restated Certificate of Incorporation of the Registrant, to be in effect upon the completion of the Registrant’s initial public offering.	S-1/A	333-290396	3.2	October 10, 2025

4.3	Amended and Restated Bylaws of the Registrant, as currently in effect.	S-1	333-290396	3.3	September 19, 2025

4.4	Form of Amended and Restated Bylaws of the Registrant, to be in effect upon the completion of the Registrant’s initial public offering.	S-1/A	333-290396	3.4	October 10, 2025

4.5	Form of Class A Common Stock Certificate of the Registrant.	S-1/A	333-290396	4.1	October 10, 2025

5.1	Opinion of Cooley LLP.					X

23.1	Consent of Cooley LLP (included in Exhibit 5.1).					X

23.2	Consent of PricewaterhouseCoopers LLP, independent registered public accounting firm.					X

24.1	Power of Attorney (included on the signature page of this Form S-8).					X

99.1	Navan, Inc. 2015 Equity Incentive Plan, as amended, and related form agreements.	S-1	333-290396	10.2	September 19, 2025

99.2	Navan, Inc. 2025 Equity Incentive Plan and related form agreements.	S-1/A	333-290396	10.3	October 10, 2025

99.3	Navan, Inc. 2025 Employee Stock Purchase Plan and related form agreements.	S-1/A	333-290396	10.4	October 10, 2025

107	Filing Fee Table.					X

Item 9. Undertakings.

A.The undersigned Registrant hereby undertakes:

(1)To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:

(i)To include any prospectus required by Section 10(a)(3) of the Securities Act;

(ii)To reflect in the prospectus any facts or events arising after the effective date of the Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the Registration Statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective Registration Statement; and

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(iii)To include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement.

Provided, however, that paragraphs (A)(1)(i) and (A)(1)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Commission by the Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in this Registration Statement.

(2)That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3)To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(4)That, for the purpose of determining liability of the registrant under the Securities Act to any purchaser in the initial distribution of the securities, the undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

(i)Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;

(ii)Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;

(iii)The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and

(iv)Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.

B.The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in the Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

C.Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Palo Alto, State of California, on October 30, 2025.


			NAVAN, INC.

			By:			/s/ Ariel Cohen
						Ariel Cohen
						Chief Executive Officer

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Ariel Cohen, Amy Butte, and Howard Baik, and each of them, as his or her true and lawful attorneys-in-fact, proxies, and agents, each with full power of substitution and resubstitution, for him or her in any and all capacities, to sign any and all amendments to this registration statement (including post-effective amendments), and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact, proxies, and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully for all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact, proxies, and agents, or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature

Title

Date

/s/ Ariel Cohen

Chairperson of the Board of Directors and Chief Executive Officer

(Principal Executive Officer)

October 30, 2025

Ariel Cohen

/s/ Amy Butte

Chief Financial Officer

(Principal Financial Officer)

October 30, 2025

Amy Butte

/s/ Anne Giviskos

Chief Accounting Officer

(Principal Accounting Officer)

October 30, 2025

Anne Giviskos

/s/ Ben Horowitz

Director

October 30, 2025

Ben Horowitz

/s/ Arif Janmohamed

Director

October 30, 2025

Arif Janmohamed

/s/ Michael Kourey

Director

October 30, 2025

Michael Kourey

/s/ Clara Liang

Director

October 30, 2025

Clara Liang

/s/ Sandesh Patnam

Director

October 30, 2025

Sandesh Patnam

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Signature

Title

Date

/s/ Ilan Twig

Chief Technology Officer and Director

October 30, 2025

Ilan Twig

/s/ Anré Williams

Director

October 30, 2025

Anré Williams

/s/ Oren Zeev

Director

October 30, 2025

Oren Zeev

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EX-FILING FEES

Calculation of Filing Fee Tables
S-8
Navan, Inc.

Table 1: Newly Registered Securities

	Security Type	Security Class Title	Fee Calculation Rule	Amount Registered	Proposed Maximum Offering Price Per Unit	Maximum Aggregate Offering Price	Fee Rate	Amount of Registration Fee
1	Equity	Class A common stock, par value $0.00000625 per share, Navan, Inc. 2025 Equity Incentive Plan	Other	42,942,200	$ 25.00	$ 1,073,555,000.00	0.0001381	$ 148,257.95
2	Equity	Class A common stock, par value $0.00000625 per share, Navan, Inc. 2025 Employee Stock Purchase Plan	Other	5,000,000	$ 21.25	$ 106,250,000.00	0.0001381	$ 14,673.13
3	Equity	Class A common stock, par value $0.00000625 per share, Navan, Inc. 2015 Equity Incentive Plan	Other	39,945,302	$ 13.63	$ 544,454,466.26	0.0001381	$ 75,189.16
Total Offering Amounts:						$ 1,724,259,466.26		$ 238,120.24
Total Fee Offsets:								$ 0.00
Net Fee Due:								$ 238,120.24

Offering Note

¹	1.a. Pursuant to Rule 416(a) promulgated under the Securities Act of 1933, as amended (the "Securities Act"), this Registration Statement shall also cover any additional shares of common stock that become issuable under the plans set forth herein by reason of any stock dividend, stock split, recapitalization, or other similar transaction effected that results in an increase to the number of outstanding shares of common stock. 1.b. Represents (i) shares of Class A common stock reserved for future issuance pursuant to stock options, restricted stock units ("RSUs"), and other awards under the Registrant's 2025 Equity Incentive Plan (the "2025 Plan") and (ii) additional shares of Class A common stock that will become available for future issuance pursuant to equity awards under the 2025 Plan to the extent that RSUs outstanding under the Registrant's 2015 Equity Incentive Plan, as amended (the "2015 Plan") immediately prior to the filing of this Registration Statement expire, terminate prior to settlement, are not issued because the award is settled in cash, are forfeited because of the failure to vest, or are reacquired or withheld (or not issued) to satisfy a tax withholding obligation. See footnote 7. 1.c. The number of shares reserved for issuance under the 2025 Plan will automatically increase on February 1 of each fiscal year for a period of ten years, commencing on February 1, 2026 and ending on (and including) February 1, 2036, in an amount equal to 5% of the total number of shares of common stock outstanding on January 31 of the preceding fiscal year; provided, however that the Registrant's board of directors (or its designee) may act prior to February 1 of a given fiscal year to provide that the increase for such year will be a lesser number of shares of Class A common stock. 1.d. Estimated in accordance with Rule 457(h) promulgated under the Securities Act solely for the purpose of calculating the registration fee on the basis of the initial public offering price of $25.00 per share of Class A common stock pursuant to the Registrant's Registration Statement on Form S-1 (File No. 333-290396), which became effective on October 29, 2025.

²	See note 1.a. above. 2.a. Represents shares of Class A common stock reserved for future issuance under the Registrant's 2025 Employee Stock Purchase Plan (the "ESPP"). The number of shares reserved for issuance under the ESPP will automatically increase on February 1 of each year for a period of ten years, commencing on February 1, 2026 and ending on (and including) February 1, 2035, in an amount equal to the lesser of (i) 1% of the total number of shares of common stock outstanding on January 31 of the preceding fiscal year, and (ii) 5,000,000 shares of Class A common stock. Notwithstanding the foregoing, the Registrant's board of directors (or its designee) may act prior to the first day of any fiscal year to provide that there will be no February 1 increase in the share reserve for such fiscal year or that the increase in the share reserve for such fiscal year will be a lesser number of shares of Class A common stock than would otherwise occur pursuant to the preceding sentence. 2.b. Estimated in accordance with Rule 457(h) promulgated under the Securities Act solely for the purpose of calculating the registration fee. The proposed maximum offering price per unit is based upon $21.25, which is the initial public offering price per share of Class A common stock pursuant to the Registrant's Registration Statement on Form S-1 (File No. 333-290396), which became effective on October 29, 2025, multiplied by 85%, which is the percentage of the price per share applicable to purchases under the ESPP.

³	See note 1.a. above. 3.a. Represents shares of Class A common stock issuable pursuant to stock options outstanding under the 2015 Plan immediately prior to the filing of this Registration Statement. The 2015 Plan has been terminated, and no further equity awards will be made pursuant to the 2015 Plan. The shares of Class A common stock reserved for issuance pursuant to such stock options will become available for issuance under the 2025 Plan to the extent any such shares (i) are not issued because such stock option or any portion thereof expires or otherwise terminates without all of the shares covered by such stock option having been issued, (ii) are not issued because such stock option or any portion thereof is settled in cash, (iii) are forfeited back to or repurchased by the Registrant because of the failure to meet a contingency or condition required for the vesting of such shares, (iv) are withheld or reacquired to satisfy the exercise, strike, or purchase price, or (v) are withheld or reacquired to satisfy a tax withholding obligation. See footnote 3 above. 3.b. Estimated in accordance with Rule 457(h) promulgated under the Securities Act solely for the purpose of calculating the registration fee. The proposed maximum offering price per unit is based upon $13.63 per share, which is the weighted-average exercise price of the stock options outstanding under the 2015 Plan.

Table 2: Fee Offset Claims and Sources	☑Not Applicable

		Registrant or Filer Name	Form or Filing Type	File Number	Initial Filing Date	Filing Date	Fee Offset Claimed	Security Type Associated with Fee Offset Claimed	Security Title Associated with Fee Offset Claimed	Unsold Securities Associated with Fee Offset Claimed	Unsold Aggregate Offering Amount Associated with Fee Offset Claimed	Fee Paid with Fee Offset Source
Rule 457(p)
Fee Offset Claims	N/A	N/A	N/A	N/A	N/A	N/A	N/A	N/A	N/A	N/A	N/A	N/A
Fee Offset Sources	N/A	N/A	N/A	N/A	N/A	N/A	N/A	N/A	N/A	N/A	N/A	N/A

Document


			Exhibit 5.1

John T. McKenna T: +1 650 843 5059 jmckenna@cooley.com

October 30, 2025

Navan, Inc.

3045 Park Boulevard

Palo Alto, CA 94306

Ladies and Gentlemen:

We have acted as counsel to Navan, Inc., a Delaware corporation (the “Company”), in connection with the filing by the Company of a Registration Statement on Form S-8 (the “Registration Statement”) with the Securities and Exchange Commission (the “Commission”) covering the offering of up to 87,887,502 shares (the “Shares”) of the Company’s Class A Common Stock, par value $0.00000625 per share (“Common Stock”), consisting of (a) 39,945,302 shares of Common Stock issuable pursuant to the Company’s 2015 Equity Incentive Plan, as amended (the “2015 Plan”), (b) 42,942,200 shares of Common Stock issuable pursuant to the Company’s 2025 Equity Incentive Plan (the “2025 Plan”), and (c) 5,000,000 shares of the Common Stock issuable pursuant to the Company’s 2025 Employee Stock Purchase Plan (together with the 2015 Plan and the 2025 Plan, the “Plans”).

In connection with this opinion, we have examined and relied upon (a) the Registration Statement and the related prospectuses, (b) the Company’s certificate of incorporation and bylaws, each as currently in effect, (c) the Plans, and (d) such other records, documents, opinions, certificates, memoranda and instruments as in our judgment are necessary or appropriate to enable us to render the opinion expressed below. We have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity to originals of all documents submitted to us as copies, the accuracy, completeness and authenticity of certificates of public officials and the due authorization, execution and delivery of all documents by all persons other than the Company. As to certain factual matters, we have relied upon a certificate of an officer of the Company and have not independently verified such matters.

Our opinion is expressed only with respect to the General Corporation Law of the State of Delaware. We express no opinion to the extent that any other laws are applicable to the subject matter hereof and express no opinion and provide no assurance as to compliance with any federal or state securities law, rule or regulation.

On the basis of the foregoing, and in reliance thereon, we are of the opinion that the Shares, when sold and issued in accordance with the Plans, the Registration Statement and the related prospectuses, will be validly issued, fully paid, and nonassessable (except as to shares issued pursuant to deferred payment arrangements, which will be fully paid and nonassessable when such deferred payments are made in full).


Cooley LLP 3175 Hanover Street Palo Alto, CA 94304-1130 t: +1 650 843-5000 f: +1 650 849 7400 cooley.com




October 30, 2025 Page Two

This opinion is limited to the matters expressly set forth in this letter, and no opinion has been or should be implied, or may be inferred, beyond the matters expressly stated. This opinion speaks only as to law and facts in effect or existing as of the date hereof, and we have no obligation or responsibility to update or supplement this opinion to reflect any facts or circumstances that may hereafter come to our attention or any changes in law that may hereafter occur.

We consent to the filing of this opinion as an exhibit to the Registration Statement. In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act of 1933, as amended, or the rules and regulations of the Commission thereunder.


Sincerely,

COOLEY LLP



By:			/s/ John T. McKenna
			John T. McKenna


Cooley LLP 3175 Hanover Street Palo Alto, CA 94304-1130 t: +1 650 843-5000 f: +1 650 849 7400 cooley.com

Document

Exhibit 23.2

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of Navan, Inc. of our report dated April 30, 2025, except for the disaggregated usage-based and subscription revenue information included in Note 2 to the consolidated financial statements, as to which the date is July 25, 2025, and except for the effects of the reverse stock split discussed in Note 1 to the consolidated financial statements, as to which the date is September 19, 2025, relating to the financial statements, which appears in Navan, Inc.'s Amendment No. 1 to the Registration Statement on Form S-1 (No. 333-290396).

/s/ PricewaterhouseCoopers LLP

San Jose, California

October 30, 2025