Navan, Inc. Files 8-K for Material Agreements & Financials

TL;DR

Navan (NVAN) filed an 8-K on Oct 31st for new deals & corporate changes. Keep an eye on financials.

AI Summary

Navan, Inc. filed an 8-K on November 3, 2025, reporting on events occurring on October 31, 2025. The filing indicates an entry into a material definitive agreement, amendments to its articles of incorporation or bylaws, and the submission of financial statements and exhibits. The company, formerly known as TripActions, Inc., is incorporated in Delaware and headquartered in Palo Alto, California.

Why It Matters

This 8-K filing signals significant corporate actions by Navan, Inc., including new agreements and potential changes to its corporate structure, which could impact its business operations and financial reporting.

Risk Assessment

Risk Level: medium — The filing involves material definitive agreements and amendments, which can introduce new risks or alter existing ones for the company.

Key Numbers

• 001-42922 — SEC File Number (Identifies Navan, Inc.'s filing with the SEC.)
• 473424780 — IRS Employer Identification No. (Tax identification number for Navan, Inc.)

Key Players & Entities

• Navan, Inc. (company) — Registrant
• TripActions, Inc. (company) — Former company name
• October 31, 2025 (date) — Date of earliest event reported
• November 3, 2025 (date) — Date of report
• Delaware (jurisdiction) — State of incorporation
• Palo Alto, California (location) — Principal executive offices

FAQ

Key Financial Figures

• $0.00000625 — hich registered Class A Common Stock, $0.00000625 par value NAVN Nasdaq Global Select Mar

Filing Documents

• navan-closing8xk.htm (8-K) — 35KB
• exhibit31-closing8xk.htm (EX-3.1) — 113KB
• exhibit101-closing8xk.htm (EX-10.1) — 73KB
• exhibit102-closing8xk.htm (EX-10.2) — 49KB
• exhibit103-closing8xk.htm (EX-10.3) — 49KB
• 0001628280-25-047879.txt ( ) — 319KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement Exchange Agreement On October 29, 2025, in connection with its initial public offering (the "IPO"), Navan, Inc. (the "Company") entered into an exchange agreement (the "Exchange Agreement") with Ariel Cohen and Ilan Twig (each, a "Co-Founder," and together, the "Co-Founders") and certain entities affiliated with the Founders. The Exchange Agreement provides for the exchange of shares of Class A common stock for shares of Class B common stock, effective immediately prior to the sale of the shares of the Company's Class A common stock in the IPO as part of the closing. The Exchange Agreement is attached hereto as Exhibit 10.1 and is incorporated herein by reference. Equity Exchange Right Agreements On October 29, 2025, in connection with the IPO, the Company entered into equity exchange right agreements (each an "Equity Exchange Right Agreement") with each of the Co-Founders. Each Equity Exchange Right Agreement requires the Company to exchange any shares of Class A common stock received upon the vesting and settlement of restricted stock units related to shares of Class A common stock or upon the exercise of stock options to purchase shares of Class A common stock for an equivalent number of shares of Class B common stock. The Equity Exchange Rights Agreements are attached hereto as Exhibits 10.2 and 10.3 and are incorporated herein by reference.

03 Amendments to Articles of Incorporation or Bylaws

Item 5.03 Amendments to Articles of Incorporation or Bylaws Amendment and Restatement of Certificate of Incorporation On October 31, 2025, the Company filed an amended and restated certificate of incorporation (the "Restated Certificate") with the Secretary of State of the State of Delaware in connection with the closing of the IPO. The Company's board of directors (the "Board") and the Company's stockholders previously approved the Restated Certificate to be effective upon the closing of the IPO. The Restated Certificate is attached hereto as Exhibit 3.1 and is incorporated herein by reference. Amendment and Restatement of Bylaws On October 31, 2025, the Company's amended and restated bylaws (the "Restated Bylaws") became effective in connection with the closing of the IPO. The Board and the Company's stockholders previously approved the Restated Bylaws to be effective immediately prior to the closing of the IPO. The Restated Bylaws are attached hereto as Exhibit 3.2 and are incorporated herein by reference. Please see the description of the Restated Certificate and the Restated Bylaws in the section titled "Description of Capital Stock" in the final prospectus pursuant to Rule 424(b) under the Securities Act of 1933, as amended, filed by the Company with the Securities and Exchange Commission on October 30, 2025, relating to the Company's Registration Statement on Form S-1, as amended (File No. 333-290396).

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits Exhibit No. Description 3.1 Amended and Restated Certificate of Incorporation of Navan, Inc. 3.2 (1) Amended and Restated Bylaws of Navan, Inc. 10.1 Exchange Agreement among Navan, Inc., Ariel Cohen, Ilan Twig, and certain other affiliated parties, dated October 29, 2025.* 10.2 Equity Exchange Right Agreement between Navan, Inc. and Ariel Cohen, dated October 29, 2025.* 10.3 Equity Exchange Right Agreement between Navan, Inc. and Ilan Twig, dated October 29, 2025.* 104 Cover Page Interactive Data File (embedded within the Inline XBRL document). ______________ (1) Previously filed as Exhibit 3.4 to the Company's Registration Statement on Form S-1, as amended (File No. 333-290396), filed with the Securities and Exchange Commission on October 10, 2025, and incorporated herein by reference. * Certain portions of this exhibit (indicated by asterisks) have been omitted because they are both not material and are the type that the Registrant treats as private or confidential.

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Navan, Inc. Dated October 31, 2025 By s Ariel Cohen Ariel Cohen Chief Executive Officer

View Full Filing

View this 8-K filing on SEC EDGAR