NAVN 10-K & 10-Q changes, risk factors and insider trading

Our strategy involves landing customers with our Travel offering and expanding those relationships by increasing our customers’ engagement with and usage of additional offerings, including Corporate Payments, Expense Management, Meetings and Events, VIP, and Bleisure, and working to manage all of our customers’ corporate travel spend on our platform. If our customers do not adopt one or more of these additional offerings at the rate we anticipate or at all, our business and prospects could be negatively impacted. The success of these additional offerings depends upon our ability to sell them to our existing travel management customers and on increasing utilization once adopted by our customers. Additionally, in January 2026 we recently announced the planned transition of customers of our R&M service model to our Navan platform. We have been investing and expect to continue to invest in this and a number of other strategic growth initiatives to drive adoption of our offerings, but there can be no assurance that such investments will be effective on a timely basis or at all. In particular, we may experience more difficulty or fluctuations in adoption of our core Navan offering by former customers of the R&M service model, including because we have experienced some challenges to customer retention in this customer group in the past. We may also see slower than anticipated expansion rates of our additional offerings by smaller customers in the unmanaged travel market, including due to their heightened focus on total cost of ownership and self-service models. In addition, there is a period of time between when we acquire new customers and when we begin to recognize the bulk of our revenues, during which the customer implements our technology, moves corporate travel budgets to our platform, and then launches initial bookings. This time period fluctuates depending on the size, scope, and complexity of a customer’s overall corporate travel spend and organization. To expand our customers’ usage of our offerings, we will need to successfully partner with customers to help them realize increased value in our offerings in an efficient manner, particularly in uncertain macroeconomic environments characterized by heightened scrutiny over T&E and IT budgets. If we do not effectively help our customers realize the value of managing more of their corporate travel spend on our platform, our business, growth, and results of operations could be harmed. In addition, use of our corporate card offering, along with the Navan Connect offering that allows customers to connect their non-Navan corporate cards to the Navan Expense system, gives us insights into travelers throughout their journey and, as a result, adoption by customers of this offering is crucial to our long-term strategy of providing comprehensive and personalized experiences to travelers. Accordingly, if customers do not adopt our additional offerings, they may not realize the full value of our platform and consequently may be more difficult to retain. In the past, we have experienced higher churn from customers of our R&M service model than from customers of our Navan platform, and uncertainty exists regarding the degree to which the transition to the Navan technology platform will impact our relationships with existing customers of the R&M service model. As a result of any of these factors, our business, financial condition, results of operations, and prospects may be adversely affected.

We were incorporated in 2015 and have incurred net losses in each year since inception, and we may not achieve or, if achieved, sustain profitability in the future. We generated net losses of $398.0 million and $181.1 million for the years ending January 31, 2026 and 2025, respectively, and $20.5$49.6 million and $61.3$99.9 million for the threesix months ended AprilJuly 30,31, 2026 and 2025.2025, respectively.

We had an accumulated deficit of $2.0$2.1 billion as of AprilJuly 30,31, 2026 and $2.0 billion as of January 31, 2026. While we experienced significant revenue growth in recent periods, we cannot predict whether we will maintain this level of growth or when we will achieve profitability. We are not certain whether or when our revenue will be sufficient to sustain or increase our growth or to achieve profitability in the future. Even if we achieve profitability, we may not be able to sustain or increase our profitability. We also expect our costs and expenses to increase in future periods, which could negatively affect our future results of operations if our revenue does not increase. In particular, we intend to continue to make significant investments in our business, including to further develop our platform and offerings, such as our technology infrastructure and our AI framework, features, and functionalities, expand our marketing programs and sales teams to drive new customer acquisition and expand engagement with our platform and offerings within our customers, support our international expansion, and develop and introduce new offerings, use cases, and platform features and functionalities. We will also face increased costs associated with growth, the expansion of our customer and supplier base, continued focus on our sales strategies, expansion of our efforts to increase our share of the unmanaged travel market, and increases in general and administrative expenses as a result of being a public company. We also may never achieve or maintain profitability if we are not able to acquire new customers, drive further adoption within existing customers, or maintain and strengthen our supplier relationships. Our efforts to grow our business may be costlier than we expect, and we may not be able to increase our revenue enough to offset our increased operating expenses. We may incur significant losses in the future for several reasons, including the other risks described herein, and unforeseen expenses, difficulties, complications, delays, and other unknown events. If we are unable to achieve or, once achieved, sustain profitability, the value of our business and Class A common stock may significantly decrease and our business, financial condition, results of operations, and prospects could be adversely affected.

As part of our business strategy, we have in the past and may in the future seek to acquire or invest in businesses, products, or technologies that we believe could complement or expand our platform, enhance our technical capabilities, or otherwise offer growth opportunities. For example,Beginning in April 2021, we have acquired several companies, including R&M, a global travel management provider headquartered in the United Kingdom; in February 2022, we acquired Comtravo, a modern travel solution in Germany, Austria, and Switzerland and Resia, aand most recently the Brazilian travel agencyand coveringexpense Northernplatform, Europe;Smartrips, and inthe MayU.S.-based 2023,meetings weand acquiredevents Tripeur,company anBoomPop, India-basedboth travelof managementwhich company.transactions closed after July 31, 2026. However, there can be no assurance we will be able to successfully identify desirable acquisition candidates in the future, and we may not be able to complete such acquisitions on favorable terms, if at all. If we do complete acquisitions, we may not ultimately strengthen our competitive position or ability to achieve our business objectives, and any acquisitions we complete could be viewed negatively by our customers or investors.

A significant amount of our revenue is derived from customers from outside the United States, and we plan to continue expanding our operations internationally in the future. Revenue generated from customers outside of the United States was $266.4 million, or 38% of our revenue, and $221.0 million, or 41% of our revenue, for the years ended January 31, 2026 and 2025, respectively, was $78.6 million or 34% or our revenue, and $66.4 million or 39% of our revenue for the three months ended July 31, 2026 and 2025, respectively, and was $75.5$154.1 million,million or 34% of our revenue, and $61.7$128.1 million,million or 39% of our revenue,revenue for the threesix months ended AprilJuly 30,31, 2026 and 2025, respectively. Outside of the United States, we currently have direct and indirect subsidiaries in many countries, including the United Kingdom, France, Israel, Singapore, India, the United Arab Emirates, and Australia, and we have employees in more than 15 countries. Operating in international markets requires significant resources and management attention and subjects us to regulatory, economic, and political risks that are different from those in the United States. In addition, there are significant costs and risks inherent in conducting business in international markets, including:

We have incorporated AI-based solutions into our offerings, including through our Navan Cognition framework that powers Navan Edge, Ava and our other virtual agents. As with many innovations, AI presents risks, challenges, and unintended consequences that could impact our ability to successfully incorporate the use of AI in our business. For example, our algorithms may be flawed and not achieve sufficient levels of accuracy or contain biased information. Moreover, AI models may create flawed, incomplete, or inaccurate outputs, some of which may appear correct. This may happen if the inputs that the model relied on were inaccurate, incomplete, or flawed (including if a bad actor “poisons” the AI with bad inputs or logic), or if the logic of the AI is flawed, resulting in a hallucination. Algorithms are also subject to privacy and data security laws, as well as increasing regulation and scrutiny. In addition, our competitors or other third parties may incorporate AI solutions into their products more successfully than us, and their AI solutions may achieve higher market acceptance than ours, which may result in us failing to recoup our investments in developing AI-powered applications. For example, competitors leveraging AI or other automation may drive increasing efficiency in their support costs while offering faster, more personalized service than us. We have made significant investments in our AI technology, including in our Navan Cognition framework that powers our agentic product offerings that are critical tools in the efficient scaling of our platform. Our ability to deploy AI, or the ability of our competitors to do so better, may negatively impact our gross margins, impair our ability to compete effectively, result in reputational harm and have an adverse impact on our operating results. Our platform must also integrate with a variety of network, hardware, mobile, and software platforms and technologies. We may need to modify and enhance our platform and offerings to adapt to changes and innovation in these technologies as well as to demonstrate increasing benefits and efficiencies of our platform to customers and their employees, who are expected to demand continued innovation in the features and functionalities of our platform and offerings. This development effort will require significant engineering, marketing, and sales resources, all of which would affect our business and results of operations. Any failure of our platform to operate effectively with future technologies could reduce the demand for our platform. If we are unable to respond to these changes in a cost-effective manner, our platform may become less marketable and less competitive or obsolete, which could adversely affect our business, financial condition, results of operations, and prospects.

We believe that the brand identity that we have developed has significantly contributed to the success of our business. We also believe that maintaining and enhancing the Navan brand is critical to expanding our customer base and establishing and maintaining relationships with suppliers and other partners. Successful promotion and protection of our brand will depend largely on the effectiveness of our marketing efforts, our ability to ensure that our platform remains high-quality, reliable, useful and competitively priced, the quality and perceived value of our platform, our ability to successfully differentiate our platform and features from those of our competitors, and the ability of our customers to achieve successful results by using our platform and features. Maintaining and enhancing our brand may require us to make substantial investments not just in our Travel Management offerings but also in newer offerings, such as Bleisure, and Navan Edge, and to make substantial investments in new non-U.S. markets, which may not be successful. Marketing campaigns are also critical to the success of our product-led growth sales strategy. Substantial advertising expenditures may be required to maintain and enhance our brand, which may not prove successful. Advertising and other brand promotion activities may not generate customer awareness or increase revenue, and even if they do, any increase in revenue may not offset the expenses we incur in building our brand. In addition, existing and future brand-marketing campaigns and customer awareness strategies may have lengthy return on investment time horizons. We also have limited experience conducting broad marketing campaigns, such as global integrated marketing campaigns, and other marketing initiatives. As a result, we may not be able to adequately assess the benefits of such initiatives until we have made substantial investments of time and capital, which could also negatively impact our ability to effectively allocate sales and marketing funds and resources to the sales strategy that generates the greatest return on our investment. There could also be a negative reaction to certain advertising campaigns and values-based activity and communications.

In addition, several foreign countries and governmental bodies, including the European Union and the United Kingdom, have laws and regulations governing the handling and processing of personal information, which are more restrictive than those in the United States. Laws and regulations in these jurisdictions apply broadly to the collection, use, storage, disclosure, security, transfer, and other processing of various types of data, including data that identifies or may be used to identify an individual. Our current and prospective service offerings subject us to the European Union General Data Protection Regulation 2016/67 (the “EU GDPR”) the United Kingdom Data Protection Act of 2018 that effectively implemented EU GDPR under UK law and later amended by virtue of the European Union (Withdrawal) Act 2018 (collectively, the “UK GDPR”) other EU member state-implementing legislation, and the privacy laws of many other foreign jurisdictions.

In addition to intellectual property litigation, we have in the past and may in the future become subject to legal proceedings and claims or regulatory inquiries or proceedings that arise in the ordinary course of business, such as claims brought by our customers in connection with commercial disputes, employment claims made by our current or former employees, or claims for reimbursement following misappropriation of customer data. Insurance might not cover such claims, might not provide sufficient payments to cover all the costs to resolve one or more such claims, and might not continue to be available on terms acceptable to us. In addition, in the past, following periods of volatility in the overall market and the market prices of a particular company’s securities, securities class action litigation has often been instituted. For example, on February 23, 2026, a putative securities class action complaint was filed against us and our directors and certain of our current and former executive officers in the U.S. District Court for the Northern District of California alleging violation of the Securities Act by making materially false and misleading statements about our sales and marketing expenses in our IPO offering documents. A claim brought against us that is uninsured or underinsured could result in unanticipated costs, thereby reducing our results of operations and leading analysts or potential investors to reduce their expectations of our performance, which could reduce the trading price of our Class A common stock. Litigation might result in substantial costs and may divert management’s attention and resources, which could adversely affect our business, financial condition, results of operations, and prospects.

Our ability to use our net operating loss carryforwards and other tax attributes to offset future taxable income or taxes may be subject to certain limitations.

As of January 31, 2026, we had net operating loss (“NOL”) carryforwards of approximately $841.5 million, $702.2 million and $19.8 million for U.S. federal, state, and foreign tax purposes, respectively, that are available to reduce future taxable income. Under current U.S. federal income tax law, our NOLsNOL carryforwards generated in tax years beginning before January 1, 20182018, will begin expiring in 2036, and our NOLsNOL carryforwards generated in tax years beginning after December 31, 20172017, may be carried forward indefinitely, but utilization of such post-2017 NOLsNOL that are carried forward to taxable years beginning after December 31, 2020carryforwards is limited to a maximum of 80% of the taxable income for such year determined without regard to such carryforwards. Our state NOL carryforwards will begin to expire in 2027. Our foreign NOLs will carryforwardcarry forward indefinitely. As of January 31, 2026, we had available research and development tax credit carryforwards of approximately $17.0 million and $13.2 million for U.S. federal and state tax purposes, respectively. If not utilized, our U.S. federal tax credits will expire at various dates beginning in 2036. Our state tax credits do not expire and will carry forward indefinitely. Also, for state income tax purposes, the extent to which states will conform to the U.S. federal income tax laws is uncertainvaries and there may be periods during which the use of NOL or tax credit carryforwards is suspended or otherwise limited, which could accelerate or permanently increase state taxes owed. For example, California has enacted legislation that, with certain exceptions, suspends the ability to use California netNOL operating lossescarryforwards to offset California income and limits the ability to use California business tax credits to offset California taxes, for taxable years beginning on or after January 1, 2024, and before January 1, 2027. AnyCalifornia suchhas also enacted legislation extending existing limitations on the utilization of California business tax credits to offset California taxes. These and any other limitations could harm our business, results of operations, financial condition or prospects.

We currently collect and remit sales and use, value added and other transaction taxes in certain of the jurisdictions where we do business based on our assessment of the amount of taxes owed by us in such jurisdictions. However, in some jurisdictions in which we do business, we do not believe that we owe such taxes, and therefore we currently do not collect and remit such taxes in those jurisdictions or record contingent tax liabilities in respect of those jurisdictions. A successful assertion that we are required to pay additional taxes in connection with sales of our products and solutions, or the imposition of new laws or regulations or the interpretation of existing laws and regulations requiring the payment of additional taxes, wouldcould result in increased costs and administrative burdens for us. For example, California has recently enacted legislation subjecting certain retail sales of digital prewritten software, cloud-based applications, and software services to California sales tax, effective January 1, 2027. If we are subject to additional taxes and decide to offset such increased costs by collecting and remitting such taxes from our customers, or otherwise passing those costs through to our customers, our customers may be discouraged from purchasing our products and solutions. Any increased tax burden may decrease our ability or willingness to compete in relatively burdensome tax jurisdictions, result in substantial tax liabilities related to past or future sales, or otherwise seriously harm our business, results of operations, financial condition or prospects.

We could be an emerging growth company for up to five fiscal years following the completion of our IPO. However, certain circumstances could cause us to lose that status earlier, including the date on which we are deemed to be a “large accelerated filer,” under applicable SEC rules, if we have total annual gross revenue of $1.235 billion or more, or if we issue more than $1.0 billion in non-convertible debt during any three-year period before that time. We currently expect to become a "large accelerated filer" and thus cease to qualify as an "emerging growth company" as of the end of our current fiscal year.

Section 404 of the Sarbanes-Oxley Act requires that we include a report of management on our internal control over financial reporting in our next annual report on Form 10-K beginning with our second annual report.10-K.

OurWe currently anticipate that our independent registered public accounting firm iswill notbe required to formally attest to the effectiveness of our internal control over financial reporting until after we are no longer an “emerging growth company” as defined in theour JOBSnext Act.annual report on Form 10-K. At such time, our independent registered public accounting firm may issue a report that is adverse in the event it is not satisfied with the level at which our internal control over financial reporting is documented, designed, or operating. Any failure to implement and maintain effective internal control over financial reporting also could adversely affect the results of periodic management evaluations and annual independent registered public accounting firm attestation reports regarding the effectiveness of our internal control over financial reporting that we will eventually be required to include in our periodic reports that are filed with the SEC.reporting. Ineffective disclosure controls and procedures and internal control over financial reporting could also cause investors to lose confidence in our reported financial and other information, which would likely have a negative effect on the trading price of our Class A common stock. In addition, if we are unable to continue to meet these requirements, we may not be able to remain listed on the Nasdaq.

OurWe currently anticipate that our independent registered public accounting firm iswill notbe required to formally attest to the effectiveness of our internal control over financial reporting until after we are no longer an “emerging growth company” as defined in theour JOBSnext Act.annual report on Form 10-K. At such time, our independent registered public accounting firm may issue a report that is adverse in the event it is not satisfied with the level at which our internal control over financial reporting is documented, designed, or operating. Any failure to maintain effective disclosure controls and internal control over financial reporting could cause a decline in the price of our Class A common stock and could negatively impact our business, financial condition, results of operations, and prospects.

Significant resources and management oversight are required now that we are a public company, and even more resources will be required once we are no longer an emerging growth company.company; we expect that we will cease to be an emerging growth company as of the end of this fiscal year. As a result, management’s attention may be diverted from other business concerns, which could harm our business, financial condition, and results of operations.

In addition, the stock market in general, and the market for technology companies in particular, has experienced extreme price and volume fluctuations that have often been unrelated or disproportionate to the operating performance of those companies. Broad market and industry factors may seriously affect the market price of our Class A common stock, regardless of our actual operating performance. In addition, in the past, following periods of volatility in the overall market and the market prices of a particular company’s securities, securities class action litigation has often been instituted. For example, on February 23, 2026, a putative securities class action complaint was filed against us in the U.S. District Court for the Northern District of California. The lawsuit alleges we violated the Securities Act by making materially false and misleading statements about our sales and marketing expenses in our IPO offering documents. This suit, or additional potential litigation, could result in substantial costs and divert our management’s attention and resources from our business. This could adversely affect our business, financial condition, results of operations, and prospects.

Sales of a substantial number of shares of our Class A common stock into the public market, particularly sales by our directors, executive officers, and principal stockholders, or the perception that these sales might occur, could cause the market price of our Class A common stock to decline. For example, the significant number of shares underlying outstanding equity awards and shares reserved for future issuance under our 2025 Equity Incentive Plan (the “2025 Plan”) could result in substantial dilution if such awards are exercised or vested, which may adversely affect the market price of our Class A common stock. As of AprilJuly 30,31, 2026, there were 56.353.6 million shares of Class A common stock issuable upon the exercise of outstanding stock options or subject to vesting of outstanding restricted stock units, or RSU, awards. We have registered all of the shares of Class A common stock issuable upon exercise of outstanding stock options and upon the settlement of RSU awards for public resale under the Securities Act. Accordingly, these shares are freely salable in the public market upon issuance subject to compliance with applicable securities laws. Including the aforementioned outstanding equity awards, as of AprilJuly 30,31, 2026, there were approximately 39.234.8 million shares of common stock reserved and available for future issuance under the 2025 Plan which may become available for public resale to the extent we issue future equity incentive awards pursuant to these plans and such awards vest and are exercised or settle according to their terms.

As of JuneSeptember 4,3, 2026, the holders of 115,302,42199,194,644 shares of our capital stock have rights, subject to some conditions, to require us to file registration statements for the public resale of such capital stock or to include such shares in registration statements that we may file for us or other stockholders.

Investors’ and customers’ expectations of our performance relating to environmental, social, and governance factors may impose additional costs and expose us to new risks.

There is an increasing focus from certain investors, employees, customers, and other stakeholders concerning corporate responsibility, specifically related to environmental, social, and governance, or ESG, matters. Some investors may use these non-financial performance factors to guide their investment strategies and, in some cases, may choose not to invest in us if they believe our policies and actions relating to corporate responsibility are inadequate. WeSome maycustomers, faceparticularly reputationalthose damagelocated in theEurope, eventhave thatimposed we do not meet thecostly ESG standards seton byus variousas constituencies.a requirement to doing business with them.

Furthermore, if our competitors’ corporate social responsibility performance is perceived to be better than ours, potential or current investors may elect to invest with our competitors instead. In addition, in the event that we communicate certain initiatives and goals regarding ESG matters, we could fail, or be perceived to fail, in our achievement of such initiatives or goals, or we could be criticized for the scope of such initiatives or goals. If we fail to satisfy the expectations of investors, customers, employees, and other stakeholders, or our initiatives are not executed as planned, our reputation, business, financial condition, results of operations, and prospects could be adversely affected.

The trading market for our Class A common stock is influenced by the research and reports that industry or financial analysts publish about us or our business. We do not control these analysts or the content and opinions included in their reports. As a new public company, we may be slow to attract research coverage and the analysts who publish information about our Class A common stock will have had relatively little experience with our company, which could affect their ability to accurately forecast our results and make it more likely that we fail to meet their estimates. In the event we obtain industry or financial analyst coverage, ifIf any of the analysts who cover us issues an inaccurate or unfavorable opinion regarding our stock price, our stock price would likely decline. In addition, the stock prices of many companies in the technology industry have declined significantly after those companies have failed to meet, or significantly exceed, the financial guidance publicly announced by the companies or the expectations of analysts. If our results of operations fail to meet, or significantly exceed, our announced guidance or the expectations of analysts or public investors, analysts could downgrade our Class A common stock or publish unfavorable research about us. If one or more of these analysts cease coverage of our Class A common stock or fail to publish reports on us regularly, our visibility in the financial markets could decrease, which in turn could cause our stock price or trading volume to decline and could cause our business, financial condition, results of operations, and prospects to be adversely affected.

In the past, securities class action litigation has often been instituted against companies following periods of volatility in the market price of a company’s securities. For example, on February 23, 2026, a putative securities class action complaint was filed against us alleging we violated the Securities Act by making materially false and misleading statements about our sales and marketing expenses in our IPO offering documents. This suit, or similar litigation, if instituted, could result in substantial costs and a diversion of management’s attention and resources, which could adversely affect our business, financial condition, results of operations, and prospects.

Natural disasters or other catastrophic events may cause damage or disruption to our operations, international commerce, and the global economy, and thus could negatively impact our business, financial condition, results of operations, and prospects. Our business operations are also subject to interruption by fire, power shortages, flooding, and other events beyond our control. In addition, our global operations expose us to risks associated with public health crises, such as pandemics and epidemics, which could harm our business and cause our results of operations to suffer. Further, acts of war, armed conflict, terrorism, and other geopolitical unrest, such as the ongoing conflicts in Ukraine and the Middle East and tensions between China and Taiwan, could cause disruptions in our business or the businesses of our customers, suppliers or the economy as a whole. In particular, we have operations and customers in Israel, and certain of our customers in other regions have substantial operations and customers in Israel. Our growth, business, and results of operations could be negatively impacted if the current conflicts in the Middle East, including the escalating conflict between Israel and Iran, continues,continue, worsensworsen or expandsexpand to other nations or regions, including if our customers are harmed and reduce their engagement with our platform. In the event of a natural disaster, including a major earthquake, blizzard, or hurricane, or a catastrophic event such as a fire, power loss, cyberattack, or telecommunications failure, we may be unable to continue our operations and may endure system interruptions, reputational harm, delays in development of our platform, lengthy interruptions in service, breaches of data security, and loss of critical data, all of which could negatively impact our business, financial condition, results of operations, and prospects. For example, our corporate headquarters is located in the San Francisco Bay Area in California, a state that frequently experiences earthquakes, wildfires, heatwaves, and droughts. Additionally, all the aforementioned risks will be further increased if we do not implement an effective disaster recovery plan or our suppliers’ or other partners’ disaster recovery plans prove to be inadequate.

Our success is dependent on our ability to sustain our leadership in innovation and technology. We have invested heavily in building out Navan Cloud, our global infrastructure, which is designed to enable the delivery of a wide range of travel content and expense capabilities to our customers. We intend to continue investing in our infrastructure to ensure that our customers have a broad array of options and choices when using our platform.

We have also invested significantly in AI to help make every step of the pre-booking,planning, in-travel,booking, travel, and post-trip process as appealing and automated as possible. We view these investments as important tools to improve the efficiency of the booking process, how we operate our business, and how we serve our customers. We were one of the first travel companies to incorporate machine learning techniquesmodels into our offerings, leveraging proprietary algorithms to provide users with personalized intelligent recommendations, dynamic policy tools, and an overall seamless, end-to-end travel experience.

In addition, we have continued to expand our investments in AI, including by building Navan Cognition, our proprietary AI framework.framework which orchestrates work across specialized AI agents and human experts based on the complexity of the task and the profile of the traveler, and adjusts that routing in real time during a live interaction. Navan Cognition is designed to leverage third-party large language models with our own proprietary, internally developed softwaremodels to enable us to create, train, deploy, and supervise our specialized virtual agents that can handle many complex tasks previously requiring human intervention.

We intend to continue investing in research and development, including for our infrastructure and AI capabilities to make our offerings even more scalable and personalized to our users. We are particularly focused on our AI investments, which have allowed us to build and continue to develop Navan Cognition. We expect to continue to invest in Navan Cognition in order to further enable us, and potentially to enable outside organizations,us to create and oversee AI-powered virtual agents with enterprise-grade reliability. We also expect to continue to invest in future product interface enhancements such as Navan Edge, which is powered by Navan Cognition and designed to redefine how travelers book, modify, and manage trips on the go via their mobile devices.

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 willwould 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.

Excluding the impact of stock-based compensation expense, we expect that research and development expenses have fluctuated, and we expect may fluctuatecontinue to 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.

Sales and marketing expenses primarily consist of personnel-related expenses, including salaries, commissions, bonuses, stock-based compensation, benefits and other expenses, amortization of acquired intangible assets, other promotional and advertising expenses, and the allocation of certain corporate costs. We expense certain sales and marketing costs, including promotional expenses, as incurred. We have increased and plan to continue to increase our investment in sales and marketing for the foreseeable future, primarily through increased headcount in our sales function and investment in brand and product-marketing efforts.

In the near term, we expect that our sales and marketing expenses will continue to 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.

General and administrative expenses are expensed as incurred. Excluding the impact of stock-based compensation expense, we have increased and expect to continue 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.

Comparison of the Three and Six Months Ended AprilJuly 30,31, 2026 and 2025

Total revenue for the three and six months ended AprilJuly 30,31, 2026 increased $62.8$60.8 million, or 40%,35%, and $123.6 million, or 38%, respectively. The increase in revenue is primarily due to (i) an increase in usage-based revenue driven by a 50%an 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.

The impact of foreign currency translation on the change in revenue for the three monthsand ended April 30, 2025 to the threesix months ended AprilJuly 30,31, 2026 and 2025 was not material.

Cost of revenue for the three months ended AprilJuly 30,31, 2026 increased by $11.5$13.4 million, or 25%,29%, primarily due to an increase in cloud hosting, support, processing, and ticketing fees of $6.5 million and an increase in salaries and related benefits of $6.3$5.0 million,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.

Research and development expense for the three months ended AprilJuly 30,31, 2026 increased by $8.0$13.9 million, or 25%,42%, primarily due to an increase in salaries and related benefits of $8.1$12.7 million driven by an increase of $4.1$8.2 million related to stock-based compensation expense recognized after and as a result of the completion of our IPO, and an increase in headcount,headcount. Additionally, facilities and IT-related costs increased by $2.6 million. The increase was partially offset by a decrease in professional service fees of $0.9$1.1 million.

Sales and marketing expense for the three months ended AprilJuly 30,31, 2026 increased by $30.0$36.1 million, or 49%,53%, primarily due to an increase in salaries and related benefits of $14.4$18.3 million, of which $4.7$8.7 million related to stock-based compensation expense.expense recognized after and as a result of the completion of our IPO. 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 salesadvertising commissionsand marketing expense of $7.3$10.1 millionmillion, (ii) an increase in advertisingsales and marketingcommissions expense of $4.3$5.0 million, and (iii) an increase in other corporate costs of $1.6 million, (iv) an increase in facilities and IT-related costs of $1.5$1.7 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.million.

General and administrative expense for the three months ended AprilJuly 30,31, 2026 increased by $15.4$13.0 million, or 45%,37%, primarily due to an increase in stocksalaries basedand related benefits of $6.1 million driven by an increase of $4.8 million related to stock-based compensation expense recognized after and as a result of $10.7the millioncompletion of our IPO, and an increase in headcount. Additional drivers of the period over period increase include (i) an increase in bad debt expense of $1.9 million, (ii) an increase in professional service fees of $1.8$1.5 million.million, Additionally,and (iii) an increase in corporate insurance costs of $1.4 million of severance and executive transition costs were recognized during the three months ended April 30, 2026.million.

Interest expense for the three and six months ended AprilJuly 30,31, 2026 decreased by $13.5$12.7 million, or 83%,81%, and $26.2 million or 82%, respectively. The decrease is 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,Facility 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 and the ABL 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”). Additionally, the settlement of the 2022 Promissory Note in February 2025 contributed to the decrease in interest expense during the six months ended July 31, 2026 (see Note 6 — Debt in the notes to the condensed consolidated financial statements included elsewhere in this report).

Other IncomeIncome, net

Other income, net for the threesix months ended AprilJuly 30,31, 2026 decreased by $4.9$3.3 million, or 80%,49%, primarily due to an increase in foreign currency losses of $3.8$13.9 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,million, partially offset by an increase in interest income of $3.5$7.4 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”).

Loss on extinguishment of debt for the threesix months ended AprilJuly 30,31, 2025 represents the loss on the settlement of the 2022 Promissory Note.

Loss on fair value adjustments for the three and six months ended AprilJuly 30,31, 2025 represents the impact of recording financial liabilities to fair value, which were settled prior to the threesix months ended AprilJuly 30,31, 2026.

Income tax expense for the three months ended AprilJuly 30,31, 2026 decreased by $3.7$0.7 million, or 82%,20%, primarily due to decreases in foreign profits and the release of unrecognized taxwindfall benefits from thestock-based settlementcompensation of tax examinations.expense.

For the reasons set forth below, we believe that excluding the following items provideprovides information that is helpful in understanding our operating results, evaluating our future prospects, comparing our financial results across accounting periods, and comparing our financial results to our peers, many of which provide similar non-GAAP financial measures.

•SAFE debt issuance costs expensed. We exclude the issuance costs incurred in connection with the SAFEs issued during the threesix months ended AprilJuly 30,31, 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.

The following table sets forth the reconciliation of GAAP gross profit to non-GAAP gross profit and GAAP gross margin to non-GAAP gross margin for the periods presented:

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, restructuring costs, and restructuringgain costs.on sale of property and equipment. The following table sets forth the reconciliation of GAAP loss from operations to non-GAAP income from operations for the periods presented:

We define non-GAAP net income (loss) as GAAP net loss, excluding stock-based compensation-related charges, amortization of intangible assets, severance and executive transition costs, restructuring costs, amortization of debt discount and debt issuance costs, gain on sale of property and equipment, loss on fair value adjustments, SAFE debt issuance costs expensed, and 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.

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 net capital expenditures, which include purchases of property and equipment and proceeds from the sale of property and equipment.

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 AprilJuly 30,31, 2026, our principal sources of liquidity were cash and cash equivalents of $518.4$653.0 million, which were held primarily for working capital purposes, and short-term investments of $162.2$167.0 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.

We have generated significant operating losses from our operations as reflected in our accumulated deficit of $2.0$2.1 billion as of AprilJuly 30,31, 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.

We believe our existing cash and cash equivalents and cash provided by our operations, together with amounts available for borrowing under the Warehouse Credit Facility and the ABL Facility, will be sufficient to meet our requirements and plans for cash, including supporting working capital and capital expenditure requirements for at least the next 12 months and beyond. As of AprilJuly 30,31, 2026, we had borrowing capacity of $250.0 million under the Warehouse Credit Facility, and outstanding borrowings of $118.2 million. As of AprilJuly 30,31, 2026, we had borrowing capacity of $100.0 million under the ABL Facility, and outstanding borrowings of $6.0 million. Our future capital requirements and the adequacy of available funds will depend on many factors, including our growth rate, payment volume, expansion of our platform customer base, expansion of sales and marketing activities, the timing and extent of spending to support development efforts, the introduction of new offerings, and continued market adoption of our platform. We may in the future enter into arrangements to acquire or invest in complementary businesses, services, and technologies, including intellectual property rights. We may be required to seek additional equity or debt financing. In the event that additional financing is required from outside sources, we cannot be sure that any additional financing will be available to us on acceptable terms, if at all. If we are unable to raise additional capital when desired, our business, results of operations, and financial condition would be materially and adversely affected. We fund corporate card transactions in advance of receiving payments from our customers. Our working capital may fluctuate from period to period as a result of the timing of when we fund our corporate card payment processors and when we receive payments from our customers. During peak travel periods, the impact of this may be more significant than in other periods and may require us to draw down on the Warehouse Credit Facility.

As of AprilJuly 30,31, 2026, 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.

The Warehouse Credit Facility has been amended multiple times over the term to change the borrowing capacity and maturity date. As of AprilJuly 30,31, 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.

The Warehouse Credit Facility contains mandatory and optional redemption features upon an event of default and other potential additional interest provisions that are bifurcated and treated as embedded derivative liabilities under the accounting guidance ASC 815, Derivatives and Hedging. At inception of the Warehouse Credit Facility, and as of AprilJuly 30,31, 2026 and January 31, 2026, the fair value of the embedded derivative liabilities was determined to be immaterial.

As of AprilJuly 30,31, 2026, the Company had a total outstanding balance of $118.17$118.2 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 AprilJuly 30,31, 2026 and January 31, 2026, we remain in compliance with the covenants of the loan agreement.

As of AprilJuly 30,31, 2026, the Company had a total outstanding balance of $6.0 million on the ABL Facility. The ABL Facility contains certain affirmative or negative covenants including, among other things, restrictions on repurchases of stock, dividends, and other distributions. As of AprilJuly 30,31, 2026,we2026, we were in compliance with all covenants.

Net cash used in investing activities was $28.7$24.1 million for the threesix months ended AprilJuly 30,31, 2026 as compared to $2.8$11.1 million for the threesix months ended AprilJuly 30,31, 2025. The change was primarily driven by purchases of investments exceeding maturities,maturities during the six months ended July 31, 2026, and byan ourincrease in funding of customer spend activity on our corporate cards surpassing payments from customers during the threesix months ended AprilJuly 30,31, 2026 as compared to customer payments surpassing funding of customer spend activity during the threesix months ended AprilJuly 30,31, 2025. Net cash used in or provided by corporate card spend and customer payment activity will vary from period to period depending on timing and volume of activity relative to period-end.

Net cash provided by financing activities was $14.0$88.2 million for the threesix months ended AprilJuly 30,31, 2026 as compared to $62.0$6.6 million for the threesix months ended AprilJuly 30,31, 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 and taxes collected from the settlement of equity awards during the threesix months ended AprilJuly 30,31, 2026.

We are currently an "emerging growth company" under the Jumpstart Our Business Startups Act of 2012, as amended (the “JOBS Act”), which permits us to take advantage of an extended transition period to comply with new or revised accounting standards applicable to public companies. We have elected to use this extended transition period until we arelose noour longerstatus as an emerging growth companycompany, which we expect to occur on January 31, 2027, or until we affirmatively and irrevocably opt out of the extended transition period. As a result, our unaudited condensed consolidated financial statements may not be comparable to companies that comply with new or revised accounting pronouncements applicableas toof public companies.company effective dates.