Form 4: Navan Director Converts Preferred Stock to Class A

Navan Inc. Director Arif Janmohamed converted significant preferred stock holdings into Class A common stock through Lightspeed funds in connection with the company's IPO.

Summary

• Arif Janmohamed, a director of Navan, Inc., reported changes in beneficial ownership of Navan securities.
• The transactions involved the automatic conversion of various series of Preferred Stock (Series D, E, F, and G-1) into Class A Common Stock.
• This conversion occurred on October 31, 2025, immediately prior to the closing of Navan's initial public offering (IPO).
• Through these conversions, Lightspeed Opportunity Fund, L.P. acquired 4,478,486 shares of Class A Common Stock, and Lightspeed Strategic Partners I L.P. acquired 587,965 shares of Class A Common Stock, totaling 5,066,451 shares.
• Following these transactions, Mr. Janmohamed indirectly beneficially owns a total of 5,368,954 shares of Class A Common Stock through Lightspeed Opportunity Fund, L.P. (4,780,989 shares) and Lightspeed Strategic Partners I L.P. (587,965 shares).
• The derivative securities (Preferred Stock) previously held by these funds are now reported as 0 beneficially owned after the conversion.
• Mr. Janmohamed disclaims beneficial ownership of these shares except to the extent of his pecuniary interest.

Sentiment

Score: 5

Explanation: The filing reports a standard conversion of preferred stock to common stock in connection with an IPO, which is a routine event for early investors and does not inherently indicate positive or negative sentiment about the company's current performance or future prospects.

Positives

• The conversion of preferred stock to common stock simplifies the capital structure for these specific holdings.
• The conversion increases the public float and liquidity of Class A Common Stock for the converted shares.

Future Outlook

This filing does not contain forward-looking statements or guidance regarding the company's future performance or outlook, as it is a disclosure of an insider's beneficial ownership changes.

Industry Context

Conversions of preferred stock to common stock are standard procedures for venture capital investors and early shareholders prior to or concurrent with a company's initial public offering (IPO). This action aligns with typical pre-IPO capital structure adjustments, where preferred shares automatically convert into common shares upon the IPO event.

Related Party Transactions

• The transactions involve indirect beneficial ownership through Lightspeed Opportunity Fund, L.P. and Lightspeed Strategic Partners I L.P., where Arif Janmohamed serves as a director or manager, establishing a related party relationship for reporting purposes.

Stakeholder Impact

• Shareholders: The conversion increases the number of Class A Common Stock shares outstanding, potentially impacting per-share metrics and liquidity.
• Investors: Provides transparency into the holdings of a key insider and the capital structure changes post-IPO.

Key Dates

Keywords

Navan, NAVN, Form 4, Insider Transaction, Stock Conversion, Preferred Stock, Common Stock, Lightspeed, IPO