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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13G
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UNDER THE SECURITIES EXCHANGE ACT OF 1934
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NAVAN, INC. (Name of Issuer) |
Class A Common Stock, $0.00000625 par value per share (Title of Class of Securities) |
639193101 (CUSIP Number) |
12/31/2025 (Date of Event Which Requires Filing of this Statement) |
| Check the appropriate box to designate the rule pursuant to which this Schedule is filed: |
 Rule 13d-1(b)
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| Rule 13d-1(c)
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 Rule 13d-1(d)
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SCHEDULE 13G
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| CUSIP No. | 639193101 |
| 1 | Names of Reporting Persons
Ilan Twig | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
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| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
UNITED STATES
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
12,958,895.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
5.3 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13G
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| Item 1. | ||
| (a) | Name of issuer:
NAVAN, INC. | |
| (b) | Address of issuer's principal executive offices:
3045 Park Boulevard, Palo Alto, CA, 94306. | |
| Item 2. | ||
| (a) | Name of person filing:
Ilan Twig | |
| (b) | Address or principal business office or, if none, residence:
3045 Park Boulevard
Palo Alto, CA 94306 | |
| (c) | Citizenship:
United States | |
| (d) | Title of class of securities:
Class A Common Stock, $0.00000625 par value per share | |
| (e) | CUSIP No.:
639193101 | |
| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: | |
| (a) | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
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| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
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| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
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| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
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| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
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| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
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| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
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| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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| (i) | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
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| (j) | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution: | |
| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
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| Item 4. | Ownership | |
| (a) | Amount beneficially owned:
Row 9 of the Reporting Person's cover page to this Schedule 13G sets forth the aggregate number of shares of Common Stock beneficially owned by the Reporting Person and is incorporated by reference. Row 9 includes (i) 3,125,302 shares of Class A Common Stock of issuable within 60 days of December 31, 2025, upon the exercise of stock options held by the Reporting Person, of which 2,926,495 shares of Class B Common Stock are vested as of such date, (ii) 8,939,081 shares of Class B Common Stock held by The Ilan Twig Living Trust, for which the Reporting Person is the trustee, (iii) 127,846 shares of Class B Common Stock held by The Twig Irrevocable Gift Trust, for which the Reporting Person may be deemed to have voting and investment power, (iv) 766,666 shares of Class B Common Stock held by the Leeor Eli Twig GST Trust, for which the Reporting Person may be deemed to have voting and investment power. Each share of Class B Common Stock is convertible at any time at the option of the Reporting Person into one share of Class A Common Stock. The holders of Class B Common Stock are entitled to 30 votes per share and the holders of Class A Common Stock are entitled to one vote per share.
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| (b) | Percent of class:
Row 11 of the Reporting Person's cover page to this Schedule 13G sets forth the percentage of the shares of securities of the Issuer beneficially owned by the Reporting Person as of December 31, 2025, and is incorporated by reference. The percentage set forth in each Row 11 is based upon 233,339,369 shares of Class A Common Stock outstanding as of December 8, 2025, as reported in the Issuer's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission (the "SEC") on December 15, 2025, in each case, adjusted in accordance with rules of the SEC, to give effect to the full conversion of Class B Common Stock beneficially owned by such Reporting Person. %
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| (c) | Number of shares as to which the person has:
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| (i) Sole power to vote or to direct the vote:
Row 5 of the Reporting Person's cover page to this Schedule 13G sets forth the number of shares over which the Reporting Person has sole power to vote or to direct the vote. | ||
| (ii) Shared power to vote or to direct the vote:
Row 6 of the Reporting Person's cover page to this Schedule 13G sets forth the number of shares over which the Reporting Person has shared power to vote or to direct the vote. | ||
| (iii) Sole power to dispose or to direct the disposition of:
Row 7 of the Reporting Person's cover page to this Schedule 13G sets forth the number of shares over which the Reporting Person has the sole power to dispose or to direct the disposition. | ||
| (iv) Shared power to dispose or to direct the disposition of:
Row 8 of the Reporting Person's cover page to this Schedule 13G sets forth the number of shares over which the Reporting Person has shared power to dispose or to direct the disposition. | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
Not Applicable
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| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. | |
Not Applicable
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| Item 8. | Identification and Classification of Members of the Group. | |
Not Applicable
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| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
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| Item 10. | Certifications: |
Not Applicable
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| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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