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. 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 | o | Accelerated filer | o | |||||||||||||||||
Non-accelerated filer | x | Smaller reporting company | o | |||||||||||||||||
Emerging growth company | x | |||||||||||||||||||
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
REGISTRATION OF ADDITIONAL SHARES
PURSUANT TO GENERAL INSTRUCTION E
Pursuant to General Instruction E of Form S-8, Navan, Inc. (the “Registrant”) is filing this Registration Statement on Form S-8 (the “Registration Statement”) with the Securities and Exchange Commission (the “Commission”) to register (i) 12,458,738 additional shares of its Class A common stock, par value $0.00000625 per share (“Class A common stock”), under the Registrant’s 2025 Equity Incentive Plan (the “2025 Plan”), pursuant to the provisions of the 2025 Plan providing for an automatic increase in the number of shares of Class A common stock reserved and available for issuance under the 2025 Plan on February 1, 2026, and (ii) 2,491,747 additional shares of its Class A common stock under the Registrant’s 2025 Employee Stock Purchase Plan (the “2025 ESPP”), pursuant to the provisions of the 2025 ESPP providing for an automatic increase in the number of shares of Class A common stock reserved and available for issuance under the 2025 ESPP on February 1, 2026. In accordance with the instructional note to Part I of Form S-8 as promulgated by the Commission, the information specified by Part I of Form S-8 has been omitted from this Registration Statement.
The Registrant previously registered shares of its Class A common stock for issuance under the 2025 Plan and the 2025 ESPP on a Registration Statement on Form S-8 filed with the Commission on October 30, 2025 (File No. 333-291159) (the “Prior Registration Statement”). Pursuant to General Instruction E to Form S-8, this Registration Statement hereby incorporates by reference the contents of the Prior Registration Statement.
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PART II
Item 3. Incorporation of Certain Documents by Reference.
The following documents filed by the Registrant with the Commission are incorporated by reference into this Registration Statement:
(a)The Registrant’s Annual Report on Form 10-K (the “Annual Report”) for the fiscal year ended January 31, 2026, filed with the Commission on April 2, 2026.
(b)The Registrant’s Quarterly Report on Form 10-Q for the fiscal quarter ended April 30, 2026, filed with the Commission on June 11, 2026.
(c)The Registrant’s Current Reports on Form 8-K filed with the Commission on February 11, 2026 (Item 5.02 only) and April 17, 2026.
(d)The description of the Registrant’s Class A common stock which is contained in the Registrant’s Registration Statement on Form 8-A filed 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, including Exhibit 4.3 of the Annual Report.
In addition, 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 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.
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Item 8. Exhibits.
| Incorporated by Reference | ||||||||||||||||||||||||||||||||
| Exhibit Number | Description | Schedule Form | File Number | Exhibit | Filing Date | |||||||||||||||||||||||||||
| 4.1 | 8-K | 001-42922 | 3.1 | November 3, 2025 | ||||||||||||||||||||||||||||
| 4.2 | S-1/A | 333-290396 | 3.4 | October 10, 2025 | ||||||||||||||||||||||||||||
| 4.3 | S-1/A | 333-290396 | 4.1 | October 10, 2025 | ||||||||||||||||||||||||||||
| 5.1* | ||||||||||||||||||||||||||||||||
| 23.1* | ||||||||||||||||||||||||||||||||
| 23.2* | ||||||||||||||||||||||||||||||||
| 24.1* | ||||||||||||||||||||||||||||||||
| 99.1 | 10-Q | 001-42922 | 10.4 | December 15, 2025 | ||||||||||||||||||||||||||||
| 99.2 | S-1/A | 333-290396 | 10.4 | October 10, 2025 | ||||||||||||||||||||||||||||
| 107* | ||||||||||||||||||||||||||||||||
*Filed herewith.
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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 June 11, 2026.
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 constitutes and appoints Ariel Cohen, Aurélien Nolf, and Howard Baik, and each one of them, as his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in their name, place, and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, 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 and agents, and each of them, 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 to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, 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, as amended, 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) | June 11, 2026 | ||||||||||||
| Ariel Cohen | ||||||||||||||
| /s/ Aurélien Nolf | Chief Financial Officer (Principal Financial and Accounting Officer) | June 11, 2026 | ||||||||||||
| Aurélien Nolf | ||||||||||||||
| /s/ Ben Horowitz | Director | June 11, 2026 | ||||||||||||
| Ben Horowitz | ||||||||||||||
| /s/ Arif Janmohamed | Director | June 11, 2026 | ||||||||||||
| Arif Janmohamed | ||||||||||||||
| /s/ Michael Kourey | Director | June 11, 2026 | ||||||||||||
| Michael Kourey | ||||||||||||||
| /s/ Clara Liang | Director | June 11, 2026 | ||||||||||||
| Clara Liang | ||||||||||||||
| /s/ Sandesh Patnam | Director | June 11, 2026 | ||||||||||||
| Sandesh Patnam | ||||||||||||||
| /s/ Ilan Twig | Chief Technology Officer and Director | June 11, 2026 | ||||||||||||
| Ilan Twig | ||||||||||||||
| /s/ Shai Weiss | Director | June 11, 2026 | ||||||||||||
| Shai Weiss | ||||||||||||||
/s/ Anré Williams | Director | June 11, 2026 | ||||||||||||
Anré Williams | ||||||||||||||
| /s/ Oren Zeev | Director | June 11, 2026 | ||||||||||||
| Oren Zeev | ||||||||||||||
Exhibit 107
Calculation of Filing Fee Table
Form S-8
(Form Type)
(Exact Name of Registrant as Specified in its Charter)
Table 1: Newly Registered Securities
| Security Type | Security Class Title | Fee Calculation Rule | Amount Registered(1) | Proposed Maximum Offering Price Per Unit | Maximum Aggregate Offering Price | Fee Rate | Amount of Registration Fee | |||||||||||||||||||
| 1 | $ | $ | $ | |||||||||||||||||||||||
| 2 | $ | $ | $ | |||||||||||||||||||||||
Total Offering Amounts | $ | $ | ||||||||||||||||||||||||
Total Fees Previously Paid | ||||||||||||||||||||||||||
Total Fee Offsets | ||||||||||||||||||||||||||
Net Fee Due | $ | |||||||||||||||||||||||||
___________
(1)Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement shall also cover any additional shares of Class A common stock (“Common Stock”) of Navan, Inc. (the “Registrant”) that become issuable under the Registrant’s 2025 Equity Incentive Plan (the “2025 Plan”) and the Registrant’s 2025 Employee Stock Purchase Plan (the “2025 ESPP”) 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 the Registrant’s Common Stock.
(2)Estimated in accordance with Rule 457(c) and (h) under the Securities Act solely for the purpose of calculating the registration fee on the basis of the average of the high and low prices of the Registrant’s Common Stock as reported on the Nasdaq Global Select Market on June 10, 2026.
(3)Estimated in accordance with Rule 457(c) and (h) under the Securities Act solely for the purpose of calculating the registration fee on the basis of the average of the high and low prices of the Registrant’s Common Stock as reported on the Nasdaq Global Select Market on June 10, 2026 multiplied by 85%, which is the percentage of the price per share applicable to purchases under the 2025 ESPP.
(4)Represents the automatic increase to the number of shares of the Registrant’s Common Stock available for issuance under the 2025 Plan effective February 1, 2026, as provided for under the 2025 Plan.
(5)Represents the automatic increase to the number of shares of the Registrant’s Common Stock available for issuance under the 2025 ESPP effective February 1, 2026, as provided for under the 2025 ESPP.
John T. McKenna +1 650 843 5059 jmckenna@cooley.com | |||||
June 11, 2026
Navan, Inc.
3045 Park Boulevard
Palo Alto, California 94306
Re: Registration Statement on Form S-8
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 by the Company of up to 14,950,485 shares (the “Shares”) of its Class A Common Stock, par value $0.00000625 per share (“Common Stock”), consisting of (a) 12,458,738 shares of Common Stock issuable pursuant to the Company’s 2025 Equity Incentive Plan (the “2025 Plan”), and (b) 2,491,747 shares of Common Stock issuable pursuant to the Company’s 2025 Employee Stock Purchase Plan (together with the 2025 Plan, the “Plans”).
In connection with this opinion, we have examined and relied upon (a) the Registration Statement and 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).
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.
Cooley LLP 3175 Hanover Street Palo Alto, CA 94304-1130
t: (650) 843-5000 f: (650) 849-7400 cooley.com
Navan, Inc. June 11, 2026 Page 2 | |||||
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 | ||||||||
t: (650) 843-5000 f: (650) 849-7400 cooley.com
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 2, 2026 relating to the financial statements, which appears in Navan, Inc.'s Annual Report on Form 10-K for the year ended January 31, 2026.
/s/PricewaterhouseCoopers LLP
San Jose, California
June 11, 2026
San Jose, California
June 11, 2026