Navan, Inc. Form S-1 registration statement (September 19, 2025)

Summary

Navan, Inc. Form S-1 registration statement filed with the Securities and Exchange Commission on September 19, 2025 for an initial public offering of Class A common stock, with the price range, share counts and voting percentages left blank. The cover says Navan has applied to list on the Nasdaq Global Select Market under the symbol NAVN, that Class B common stock carries 30 votes per share, and that co-founders Ariel Cohen (Chief Executive Officer and chairperson) and Ilan Twig (Chief Technology Officer) may have significant influence over voting. Navan is an emerging growth company based in Palo Alto, California, and the underwriters shown include Goldman Sachs, Citigroup, Jefferies, Mizuho and Morgan Stanley. The page also has the table of contents and a signature page dated September 19, 2025.

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Cite this document

“Navan, Inc. Form S-1 registration statement (September 19, 2025).” Original at www.sec.gov. Archived at Pandemic Darlings, https://pandemicdarlings.com/source-documents/navan-sx1-htm-b615c597994df2e5-414cc31add/, SHA-256 dca8903aa0fdb57aefb7d41b46a5683c7517a476821bdb78c50ad71a6292fc17.

Full text

S-1 1 navan-sx1.htm S-1 Navan - S-1

As filed with the Securities and Exchange Commission on September 19, 2025.
Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

NAVAN, INC.

(Exact name of registrant as specified in its charter)

Delaware | 7372 | 47-3424780
(State or other jurisdiction of incorporation or organization) | (Primary Standard Industrial Classification Code Number) | (I.R.S. Employer Identification Number)

3045 Park Boulevard

Palo Alto, California 94306

(888) 505-8747

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

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)

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 | Ran D. Ben-Tzur Cynthia C. Hess Jennifer J. Hitchcock Aman D. Singh Fenwick & West LLP 801 California Street Mountain View, California 94041 (650) 988-8500

Approximate date of commencement of proposed sale to the public:

As soon as practicable after the effective date of this registration statement.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, as

amended, or Securities Act, check the following box: ☐

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities

Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration

statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration

statement number of the earlier effective registration statement for the same offering. ☐

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

Securities Exchange Act of 1934, as amended.

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. ☐

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a

further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the

Securities Act or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said

Section 8(a), may determine.

Navan, Inc.

Class A Common Stock

This is the initial public offering of shares of Class A common stock of Navan, Inc. We are offering shares of our Class A common stock in this offering. The

selling stockholders identified in this prospectus are offering an additional shares of Class A common stock. We will not receive any proceeds from the sale of

shares of Class A common stock by the selling stockholders.

Prior to this offering, there has been no public market for our Class A common stock. It is currently estimated that the initial public offering price per share of our

Class A common stock will be between $ and $ .

We have applied to list our Class A common stock on the Nasdaq Global Select Market, or Nasdaq, under the symbol “NAVN.” This offering is contingent upon

final approval of our listing of our Class A common stock on Nasdaq.

Following this offering, we will have two classes of authorized common stock, Class A common stock and Class B common stock. The rights of the holders of

Class A common stock and Class B common stock are identical, except with respect to voting and conversion rights. Each share of Class A common stock is entitled

to one vote per share. Each share of Class B common stock is entitled to 30 votes per share and is convertible into one share of Class A common stock. Immediately

following the completion of this offering, and assuming no exercise of the underwriters’ option to purchase additional shares, Ariel Cohen, our co-founder, Chief

Executive Officer, and chairperson of our board of directors will hold or have the ability to control approximately % of the voting power of our outstanding capital

stock, and Ilan Twig, our co-founder, Chief Technology Officer, and a member of our board of directors will hold or have the ability to control approximately % of the

voting power of our outstanding capital stock, which voting power may increase over time upon the exercise or settlement and exchange of equity awards held by our

co-founders pursuant to their equity exchange rights, as described further under the section titled “Prospectus Summary—The Offering.” As a result, our co-founders,

together, may have significant influence over the outcome of matters submitted to our stockholders for approval, including the election of our directors and the

approval of any change of control transaction.

We are an “emerging growth company” as defined under the federal securities laws, and as such, we have elected to comply with certain reduced reporting

requirements for this prospectus and may elect to do so in future filings.

See “ Risk Factors ” beginning on page 22 to read about factors you should consider before buying shares of our Class A common

stock.

Neither the Securities and Exchange Commission nor any other regulatory body has approved or disapproved of these securities or

passed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense.

Per Share | Total
Initial public offering price .................................................................................................................................................................................. | $ | $
Underwriting discount (1) ...................................................................................................................................................................................... | $ | $
Proceeds, before expenses, to us .................................................................................................................................................................... | $ | $
Proceeds, before expenses, to the selling stockholders ............................................................................................................................... | $ | $

_______________

(1) See the section titled “Underwriting” for a description of the compensation payable to the underwriters.

The underwriters have the option for a period of 30 days to purchase up to an additional shares of Class A common stock from us at the initial

public offering price less underwriting discount.

The underwriters expect to deliver the shares of Class A common stock against payment in New York, New York on , 2025 .

Prospectus dated , 2025.

The information in this preliminary prospectus is not complete and may be changed. These securities may not be sold until the registration

statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities and we

are not soliciting offers to buy these securities in any jurisdiction where the offer or sale is not permitted.

Subject to Completion. Dated , 2025.

Table of Contents

Page
GLOSSARY OF TERMS ............................................................................................................................... | iii
LETTER FROM OUR CO-FOUNDERS .................................................................................................... | vi
PROSPECTUS SUMMARY ......................................................................................................................... | 1
RISK FACTORS ............................................................................................................................................. | 22
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS ............................................... | 76
INDUSTRY AND MARKET DATA ............................................................................................................... | 78
USE OF PROCEEDS .................................................................................................................................... | 79
DIVIDEND POLICY ........................................................................................................................................ | 81
CAPITALIZATION .......................................................................................................................................... | 82
DILUTION ........................................................................................................................................................ | 86
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS ...................................................................................................................................... | 90
BUSINESS ...................................................................................................................................................... | 123
MANAGEMENT .............................................................................................................................................. | 159
EXECUTIVE COMPENSATION .................................................................................................................. | 169
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS ............................................ | 187
PRINCIPAL AND SELLING STOCKHOLDERS ........................................................................................ | 191
DESCRIPTION OF MATERIAL INDEBTEDNESS ................................................................................... | 195
DESCRIPTION OF CAPITAL STOCK ........................................................................................................ | 201
SHARES ELIGIBLE FOR FUTURE SALE ................................................................................................. | 210
MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES TO NON-U.S. HOLDERS OF OUR CLASS A COMMON STOCK ......................................................................................................... | 215
UNDERWRITING ........................................................................................................................................... | 220
LEGAL MATTERS ......................................................................................................................................... | 231
EXPERTS ........................................................................................................................................................ | 231
CHANGES IN INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM .................................. | 231
WHERE YOU CAN FIND ADDITIONAL INFORMATION ........................................................................ | 232
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS ..................................................................... | F-1

Through and including , 2025 (the 25th day after the date of this prospectus), all

dealers effecting transactions in these securities, whether or not participating in this offering, may

be required to deliver a prospectus. This is in addition to a dealer’s obligation to deliver a

prospectus when acting as an underwriter and with respect to an unsold allotment or

subscription.

Neither we, the selling stockholders, nor the underwriters have authorized anyone to provide any

information or to make any representations other than those contained in this prospectus or in any free

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writing prospectuses prepared by or on behalf of us or to which we have referred you. Neither we, the

selling stockholders, nor the underwriters take any responsibility for, and can provide no assurance as to

the reliability of, any other information that others may give you. We and the selling stockholders are

offering to sell, and seeking offers to buy, shares of Class A common stock only in jurisdictions where

offers and sales are permitted. The information contained in this prospectus is accurate only as of the

date of this prospectus, regardless of the time of delivery of this prospectus or of any sale of the shares of

Class A common stock. Our business, financial condition, results of operations, and future growth

prospects may have changed since that date.

For investors outside the United States: Neither we, the selling stockholders, nor any of the

underwriters have taken any action that would permit this offering or possession or distribution of this

prospectus in any jurisdiction where action for that purpose is required, other than in the United States.

You are required to inform yourselves about and to observe any restrictions relating to this offering and

the distribution of this prospectus.

Unless otherwise indicated, the terms “Navan,” the “company,” “we,” “us,” and “our” refer to Navan,

Inc. and its subsidiaries, and references to our “common stock” include our Class A common stock and

Class B common stock.

iii

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GLOSSARY OF TERMS

Active customer ................................. | A customer that has transacted on our platform six or more times in the 12 months preceding the measurement date and that has generated any form of usage-based revenue from a user’s booking on our platform during this period. A single company or organization with multiple divisions, segments, or subsidiaries is generally counted as a single customer, even though we may enter into agreements with multiple parties within that company or organization.
Bleisure category .............................. | The category of the business travel market defined by personal travel booked around or in connection with business travel.
Customer ............................................. | A company or organization that contracts with us to provide its dedicated users with access to our (i) Travel, Corporate Payments, and Expense Management offerings, and/or (ii) on-demand travel management offerings (including our Meetings and Events, VIP, and Bleisure offerings).
Customer Satisfaction Score (or CSAT score) ................................... | A measure of customer satisfaction, collected through post- interaction surveys that we prepare and distribute asking users to rate their experience with Navan's service consultants on a 5-point scale. CSAT is calculated by dividing the total number of 4 and 5 scores by the total number of responses in the measurement period. Navan uses CSAT to evaluate the quality of our customer support.
Gross booking volume (or GBV) ..... | The total amount paid for valid bookings on our platform, measured on a booked basis and inclusive of total price, taxes, and fees, and adjusted for cancellations and refunds. GBV includes bookings for hotels, flights, cars, and rail, as well as usage of our Meetings and Events, VIP, and Bleisure offerings. See the section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations–Key Business Metrics” for more information.
Global Distribution System (or GDS) ................................................ | A third-party network operated by global technology providers that aggregates and distributes travel inventory such as flights, hotels, car rentals, and black car providers from travel suppliers to travel agencies and booking platforms.
Low-Cost Carriers (or LCCs) ........... | Airlines with no-frills models that are not accessed by traditional GDSs, requiring TMCs and travel platforms to establish direct connections.
Managed category ............................ | The category of the business travel market defined by travel activity governed by a formally implemented travel program. These programs are typically administered by a customer through a TMC or a dedicated travel platform, and are characterized by negotiated supplier contracts, documented travel policies, and mandated booking channels.
Navan Cognition ................................ | Our innovative proprietary AI framework that combines the precision and predictive power of machine learning, or ML, with the reasoning capabilities of large language models. On our platform, Navan Cognition leverages third-party large language models with our own proprietary, internally developed software to enable us to create, train, deploy, and supervise our specialized virtual agents that can handle many complex tasks previously requiring human intervention. See the section titled “Business–Our Solution–Navan Cognition: Our New Paradigm in AI-Powered Travel Management” for more information.
Navan Connect .................................. | Our open API framework that enables customers to integrate their existing third-party corporate card programs into our Expense Management application.

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Net Promoter Score (or NPS) .......... | A standardized measure of consumer satisfaction and loyalty that can range from a low of negative 100 to a high of positive 100. To calculate NPS, Navan users receive a survey asking, “How likely are you to recommend Navan to a friend or colleague?” on a scale from 0 to 10. Respondents are segmented into three groups: Promoters (score of 9 or 10), Passives (score of 7 or 8) and Detractors (score of 6 or less). NPS is then calculated by subtracting the number of Detractors from the number of Promoters, then dividing that number by the total number of respondents, then multiplying by 100. NPS benchmarks can vary significantly by industry, but a score greater than zero represents a company that has more promoters than detractors. Our NPS is calculated by us on a third-party platform, and we believe the methodology employed is substantially consistent with how other businesses and industries typically calculate their NPS. Our methodology for calculating NPS reflects responses from our customers who choose to respond to the survey question. Accordingly, NPS gives no weight to customers who decline to answer the survey question. Our NPS disclosed in this prospectus was derived from a sample size of approximately 20,000 users per month. We use NPS to assess the willingness of customers to recommend our offerings to others and generally regard NPS as a proxy for measuring brand loyalty and satisfaction. To calculate NPS, we take an average over the measurement period.
New Distribution Capability (or NDC) ................................................ | An International Air Transport Association technical standard that enables airlines to offer dynamically priced fares, ancillary products, and rich content (such as seat maps and branded fares) through application programming interfaces, or APIs, that bypass certain legacy limitations of GDS.
Offerings ............................................. | The suite of integrated products and services available on our platform. These offerings currently consist of Travel, Corporate Payments, Expense Management, Meetings and Events, VIP, and Bleisure. These offerings are accessible through our platform and may be adopted individually or in combination by our customers. See the section titled “Business—Our Offerings” for more information.
Payment volume ................................ | The aggregate dollar amount of spend through Navan issued cards, settled during a given period and net of any chargebacks, cancellations, or refunds. See the section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations–Key Business Metrics” for more information.
Product-led growth (or PLG) ........... | Our go-to-market strategy in which our platform and our suite of offerings serve as the primary drivers of customer acquisition, expansion, and retention. In our PLG model, customers typically discover, sign up for, and begin using our offerings through our website or application, often with limited involvement from a sales representative.
Sales-led growth (or SLG) ............... | Our go-to-market strategy in which qualified sales professionals actively identify, engage, and support prospective customers through the evaluation and purchasing process. In our SLG model, sales representatives directly prospect, engage, and guide potential customers through a structured and consultative buying process.
Supplier ............................................... | A third-party provider of travel inventory or distribution services, including commercial airlines, low-cost carriers, hotel operators, lodging aggregators, rail carriers, car rental companies, black car or ground transportation providers, and operators of GDSs. Suppliers contract with us to make their inventory available for booking by customers and users on our platform and may compensate us through commissions, incentives, or transactional fee arrangements.

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T&E ....................................................... | Travel and expense.
Travel management company (or TMC) ................................................ | A travel agency or organization that provides businesses with managed travel services such as offline booking support, policy compliance, duty-of-care assistance, and supplier negotiations. TMCs may access travel content through GDSs, direct supplier connections, or other distribution mechanisms, and typically earn revenue from supplier commissions, client service fees, and ancillary charges.
Travel Management offerings ......... | A category of offerings available through our platform that includes our Meetings and Events, VIP, and Bleisure offerings, in addition to our Travel offering. These additional offerings are designed to support more complex or personalized travel needs beyond standard business travel, such as executive itineraries, group travel coordination, and personal travel booked in connection with business trips.
Unmanaged category ....................... | The category of the business travel market defined by business travel that is not subject to a formal travel program or mandated booking channel. In an unmanaged environment, individual employees or teams arrange travel independently, often using consumer channels.
User ..................................................... | Any individual authorized by a customer to access and use our platform. Users may include business travelers, executive assistants, travel coordinators, finance, accounting, or human resources personnel, and travel and expense administrators. Depending on their role and permissions, users may book or modify travel itineraries, initiate or reconcile expenses, transact using our corporate card solutions, or configure and manage customer- specific travel, payment, or expense policies within the platform’s administrative modules.

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PROSPECTUS SUMMARY

The following summary highlights selected information that is presented in greater detail elsewhere

in this prospectus. This summary does not contain all the information you should consider before

investing in our Class A common stock. You should carefully read this prospectus in its entirety before

investing in our Class A common stock, including the sections titled “Risk Factors,” “Special Note

Regarding Forward-Looking Statements,” “Management’s Discussion and Analysis of Financial

Condition and Results of Operations,” and our consolidated financial statements and the accompanying

notes included elsewhere in this prospectus. Our fiscal year ends on January 31, and our fiscal quarters

end on April 30, July 31, October 31, and January 31 . Our fiscal years ended January 31, 2025 and

2024 are referred to herein as fiscal 2025 and fiscal 2024, respectively.

Overview

Travel is more than just getting from point A to point B; it's the lifeblood of connection in the modern

business world. It's about forging those critical in-person relationships with clients and partners, sparking

innovation through team collaboration, and empowering employees to grow and succeed. These

moments matter, and they demand a travel experience worthy of their importance. We built Navan for the

road warriors, for CEOs and CFOs who understand travel’s critical importance to their strategy, the

finance teams who demand precision and control, the executive assistants juggling itineraries, and the

program admins ensuring seamless events.

Navan is an end-to-end, AI-powered software platform built to simplify the global business T&E

experience, benefiting users, customers, and suppliers. From day one, we leveraged technology to

reimagine business travel. We built a comprehensive platform that serves as the foundation for further

disruption. We deliver delightful, personalized experiences for users, efficiency and control for customers,

and direct market access for suppliers—all powered by our proprietary AI framework , Navan Cognition.

We saw firsthand the frustration of clunky, outdated systems. Travelers were forced to cobble

together solutions, wait for hours on hold to book or change travel, and negotiate with travel agents. They

struggled to adhere to company policies, with little visibility into those policies, and after all that, they

spent even more time on tedious expense reports after a trip. We felt the pain of finance teams struggling

to gain visibility into fragmented travel spending and to enforce policies, and the frustration of suppliers

unable to connect directly with the high-value business travelers they sought to serve.

Navan challenges this status quo by putting all three constituents—users, customers, and suppliers—

at the heart of an integrated global platform. With Navan, users enjoy intuitive, AI-powered booking that

anticipates users’ needs and takes a fraction of the time of legacy booking systems. Users also get

expense management and clear policy guidance built-in. Customers gain real-time visibility, cost control,

and safety oversight, and suppliers gain direct access to the customers who matter most. Instead of

having to compromise, every group benefits, and the whole network becomes greater than the sum of its

parts.

Navan was built on the premise that to win, all players in the ecosystem must be integrated on one

platform with AI at its core. Our platform was built from the ground up to connect distinct stakeholders,

and unify traditionally disparate product features, through a single system that unlocks new efficiencies

and experiences. By building true connectivity into the core of its cohesive offering, Navan is unlocking a

smarter, more rewarding future for travel—one where everyone wins.

The Navan platform creates a powerful flywheel effect where the user, customer, and supplier

benefits reinforce each other. Our enterprise-grade platform is characterized by its intuitive design, ease

of use, and tangible time-saving features, which foster a user-centric experience that travelers genuinely

appreciate. This is reflected in our overall CSAT score of 96%, our virtual agent CSAT score of 78%,

which is on par with human agent performance , and NPS of 43, each for the six months ended July 31,

2025. When frequent travelers have a positive, efficient experience and earn rewards, they are more

likely to use Navan. The increased adoption gives the customer greater visibility into spending, stronger

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policy control, and cost savings, making them more invested in the platform. This, in turn, attracts more

suppliers who want access to our large and loyal user base. With more suppliers and inventory available,

we can offer better options and competitive pricing, further enhancing the experience for frequent

travelers. This virtuous cycle strengthens each flywheel, creating a robust and self-sustaining ecosystem.

Our proprietary infrastructure, which we call Navan Cloud, enables us to provide global, real-time

inventory for users and forms the foundation of our platform. We aggregate supply through direct supplier

relationships, real-time API integrations, and a robust network of partnerships. From day one, Navan has

leveraged artificial intelligence as a cornerstone of our platform. We built Navan Cognition, a new

paradigm in AI-powered travel management. This proprietary framework enables us to create, train,

deploy, and supervise specialized virtual agents that can handle many complex tasks previously requiring

human intervention. We make every step of the pre-booking, in-travel, and post-trip process as delightful

and automated as possible. In fiscal 2025, 90% of bookings were made online or through mobile

applications on the Navan platform. Our users on average are able to book a trip in seven minutes, far

faster than the industry average of 45 minutes, according to Booking.com. And, in the majority of cases,

users can resolve trip changes with a virtual agent, which Navan was one of the first in its industry to

offer.

Our strategy is to land a customer with our Travel offering, delight our users and customers, broaden

their engagement with Navan, and seek to manage all of their payments, expenses, VIP needs, meetings

and events, and bleisure travel on our platform. As of January 31, 2025, 36% of our customers attached

to three or more offerings. Because Navan unifies all aspects of travel in one system, it is used by

employees across departments and seniority levels, driving deep organizational adoption. This integrated

approach streamlines trip planning, digitizes in-trip expenses, and automates post-trip reconciliation, all

while enhancing the overall customer experience. Our platform also provides actionable analytics and

intelligence for managers to monitor and approve travel and entertainment spend in real-time.

Our platform is easy-to-use, yet powerful enough to address customers of all sizes across any

industry vertical. Our revenue grew 33% year-over-year from $402 million in fiscal 2024 to $537 million in

fiscal 2025, and grew 30% period-over-period from $254 million for the six months ended July 31, 2024 to

$329 million for the six months ended July 31, 2025. Our net loss decreased 45% year-over-year from

$332 million in fiscal 2024 to $181 million in fiscal 2025, and increased 8% period-over-period from $93

million for the six months ended July 31, 2024 to $100 million for the six months ended July 31, 2025. Our

gross booking volume grew 32% year-over-year from $5.0 billion in fiscal 2024 to $6.6 billion in fiscal

2025, and grew 34% period-over-period from $3.1 billion for the six months ended July 31, 2024 to $4.1

billion for the six months ended July 31, 2025. Our payment volume grew 35% year-over-year from $2.7

billion in fiscal 2024 to $3.7 billion in fiscal 2025, and grew 10% period-over-period from $1.8 billion for the

six months ended July 31, 2024 to $2.0 billion for the six months ended July 31, 2025.

Our proprietary AI framework, Navan Cognition, significantly enhances support capabilities and has

improved our gross margins, while leveraging powerful technology capabilities across our platform,

making Navan an increasingly formidable competitor. For example, our AI-powered virtual agent chatbot,

Ava, handled approximately 50% of user interactions during the six months ended July 31, 2025. Our

gross margin improved from 60% in fiscal 2024 to 68% in fiscal 2025, and improved from 67% for the six

months ended July 31, 2024 to 72% for the six months ended July 31, 2025. Our non- GAAP gross margin

improved from 62% in fiscal 2024 to 69% in fiscal 2025, and improved from 68% for the six months ended

July 31, 2024 to 73% for the six months ended July 31, 2025. See the section titled “Management’s

Discussion and Analysis of Financial Condition and Results of Operations—Non-GAAP Financial

Measures” for information regarding our use of non-GAAP gross margin and a reconciliation of gross

margin to non-GAAP gross margin.

Limitations of Existing Solutions for Key Stakeholders in Business Travel

• For Travelers : When working with legacy solutions, users are forced to navigate a global web of

challenging interfaces that present limited booking options and offer little guidance on company

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travel and expense policy. It is difficult to assess which travel options are compliant with company

policy, especially as users rely heavily on live booking agents to assist. Additionally, travelers are

tasked with the frustrating process of tracking and uploading receipts, filling out cumbersome

forms, and often needing to front personal dollars for their company spend. Travelers who book

outside of approved systems can also miss critical travel alerts and support services provided by

corporate programs.

• For Companies : Frustration with limited booking options, siloed systems, and poor user

experience can often lead to limited adoption of systems by travelers. Existing solutions may

require travelers to book or modify travel through a travel agent, resulting in the company paying

additional fees. Companies also lose the cost-saving benefits from negotiated corporate

discounts and volume commitments, increasing overall travel costs. Without centralized booking,

companies also struggle to track and manage travel spend effectively, undermining budget

control and forecasting. Low adoption of T&E solutions also impairs a company’s ability to locate

and assist travelers during emergencies, such as natural disasters or geopolitical crises, exposing

companies to legal and reputational risks.

• For Suppliers : Fragmented, legacy travel infrastructure makes it more challenging for suppliers to

consistently access a large base of frequent travelers given user dissatisfaction and frequency of

off-platform spend. Travel infrastructure providers may not have invested in their technology to

enable suppliers to present their inventory in a way that differentiates their offerings, including

more granular details about class fares, seating options, description of amenities, and other

benefits. In addition, legacy players can lack brand experience, preventing suppliers from

showcasing unique products, building loyalty with frequent travelers, or facilitating the opportunity

to upsell additional products and services for suppliers.

These disjointed steps to book business travel and manage expenses are not designed with the user

in mind, resulting in inefficiencies, frustration, data silos, lack of convenience and flexibility, and limited

spend control and policy enforcement. We believe that traditional T&E platforms have limited adoption in

the market because they are expensive and have significant implementation requirements that limit their

feasibility. Navan was built to solve these challenges.

Our Solution

Our end-to-end, AI-powered software platform is purpose-built to deliver a personalized global travel

booking experience for our users, combined with next-generation expense management and payments

solutions that provide real-time visibility and control over T&E spend.

• Navan Cloud—The Infrastructure of Our Travel Experience : We built our proprietary technology

and partner infrastructure from the ground up to provide a global, real-time inventory that

maximizes choice for our users. Our platform is truly global, with broad inventory including

smaller suppliers, and our human and virtual agents have access to all of the bookings on our

platform, globally. Acting as a proprietary, in-house aggregator platform, our highly scalable

Navan Cloud aggregates and dynamically accesses our broad inventory through direct

relationships, API integrations, and partnerships to provide high levels of choice. Our direct

connections and integrations give us access to sell over 600 airlines via GDSs, NDC, and LCCs,

and over two million individual lodging properties through our platform globally. We have

connections to the major credit card networks and over 200 banks and partnerships with multiple

issuing partners in Navan Cloud.

• Navan Cognition—Our New Paradigm in AI-Powered Travel Management : Navan Cognition is

our third-generation innovative proprietary AI framework that combines the precision and

predictive power of ML with the reasoning capabilities of large language models, or LLMs. Navan

Cognition is designed to leverage third-party LLMs in combination with our own proprietary,

internally developed software to operate a modular framework of virtual agents using a graph-

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based workflow. On our platform, Navan Cognition enables us to create, train, deploy, and

supervise our specialized virtual agents that can handle many complex tasks previously requiring

human intervention. Designed with built-in safeguards and real-time oversight, Navan Cognition

works to ensure that AI-driven actions are reliable, secure, and aligned with enterprise needs.

• Navan Native Apps and Enterprise Integrations : We have developed simple and intuitive front-

end experiences for travel, payments, and expense management. Users can interface with our

platform through web and mobile applications, omnichannel support, and white label travel

solutions. We also offer deep enterprise integrations with leading human resource information

systems, enterprise resource planning systems, and financial systems, which enable real-time

syncing of employee directories, expense categories, and policy controls. This seamless

connection also allows customers to streamline onboarding, enforce compliance automatically,

and accelerate month-end reconciliation. By embedding Navan into existing enterprise

infrastructure, finance and HR teams can maintain a single source of truth across systems and

significantly reduce the operational burden of manual data entry and cross-platform coordination.

Key Benefits of Our Platform

Our users experience the following key benefits:

• Highly personalized experience . Our AI capabilities enable us to curate results based on the

user’s past preferences, trips, and travel. The more a user spends on our platform, the more we

can deliver a personalized experience.

• Centralized platform for user needs . Previously, users relied on a fragmented set of point

solutions that required users to toggle between multiple applications. With Navan, users can find

what they need all in one place. In fiscal 2025, 90% of bookings were made online or through

mobile applications on our platform.

• Differentiated support experience . We offer an exceptional support experience that combines our

self-serve support tools with 24/7 live service through chat or phone. Users can select from three

different levels of support, typically connecting with a dedicated agent within minutes.

Approximately 50% of user interactions were handled without live agent intervention during the

six months ended July 31, 2025.

• Increased productivity. Our platform makes changes simple and fast. Users receive timely

notifications as a trip approaches, and our AI-powered virtual agent chatbot, Ava, can make trip

changes directly without involving a live agent. With Navan, the average time to book a trip is

seven minutes, compared with 45 minutes through outside channels, according to Booking.com .

• Ability to share in rewards . Our rewards program allows users to share in a portion of the savings

realized by their businesses. Our platform gives users a “price to beat,” designed to incentivize

users to save money by focusing on what a booking should reasonably cost. Users can redeem

rewards for personal travel, travel upgrades, or gift cards.

• Real-time visibility into expenses and faster reimbursement process. Users are able to track

expenses in real-time and can easily check spend relative to per diems. We also streamline the

reimbursement process to enable users to get paid back faster.

Customers experience the following key benefits:

• Cost savings and reduced administrative burden. Cost savings from automation and operational

improvements significantly reduce administrative burden and enable customers to close their

books faster. In fiscal 2025, customers using our platform realized median savings of

approximately 15% on travel compared to their budgeted travel spend, with certain customers

saving as much as 25%. We believe use of our platform also helps customers unlock greater

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value through time savings and reduced overhead, delivering a step change in total T&E

efficiency.

• Unified platform experience. Our intuitive interface and dedicated customer success teams

simplify adoption across companies. Flexible payment options through Navan Connect and our

partnerships give customers the ability to choose their preferred mechanisms, making our

platform intuitive and delightful to both travelers and administrators alike.

• Increased user adoption of our platform for all travel, payments, and expense management

needs. By enabling customers to ramp faster and incentivizing users to increase spend on our

platform, we create visibility and cost savings for customers. We also allow companies to

maintain their duty of care for users by providing critical travel alerts or locating and assisting

travelers during emergencies.

• Real-time visibility into spend trends and ability to forecast costs . Our dashboards include

company-specific benchmarks and trend analysis across trips and travelers, enabling visibility

into total and per-user spend in real-time. These reporting capabilities support proactive

budgeting, save company cost, improve forecasting accuracy, and streamline reporting

workflows.

• Automated expense management. Navan automates the entire expense workflow, aiming to

eliminate the need for employees to front personal money, chase down receipts, or fill out forms,

while giving finance teams real-time visibility into spend, faster month-end close, and direct ERP

integrations.

• Deepest range of content on the market. Navan has direct connections and integrations with over

600 airlines via GDSs, NDC, and LCCs and over two million lodging properties, which provide our

customers with access to dynamic pricing and ultimately cost savings.

Our global platform provides the following key benefits to our key categories of supplier partners

(such as inventory suppliers and GDSs):

• Direct access to high-value travelers. We give suppliers access to a large and highly engaged

user base of frequent travelers, enabling them to reach premium, high-margin customers in a

consistent and repeatable way. This helps to drive better yield and more strategic distribution

compared to fragmented legacy platforms.

• Flexible retailing and brand control. We provide a single, integrated system where suppliers can

showcase brand-forward content, control fare and ancillary pricing, and iterate on their

merchandising strategy in real-time. This allows suppliers to differentiate their offerings, adjust to

market dynamics, and align their retail goals with how their products are discovered and booked

by end users.

• Accelerated innovation through collaborative distribution. Our NDC technology enables us to

have swift access to updates to the travel distribution ecosystem and positions us as a partner to

these suppliers. Suppliers can test, launch, and evolve their offerings in a controlled and

collaborative environment, unlocking speed-to-market and visibility that legacy intermediaries

often cannot provide.

Our Market Opportunity

Navan addresses a large, growing, and global total addressable market, or TAM, by providing an all-

in-one software platform for customers of all sizes. Even in the face of macroeconomic uncertainty, our

data suggests that companies continue to prioritize business travel. The Navan Business Travel Index, or

Navan BTI, is our own proprietary indicator of the strength of the business travel economy, based on

volume- and spend-based data derived from our platform. The Navan BTI indicates that business travel

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activity during the period from April 1, 2025 through June 30, 2025 grew at an annualized rate of 15%

relative to the same period in 2024.

Our TAM spans travel management, both managed and traditionally unmanaged, as well as expense

management and payments. We estimate the TAM for the services we offer today to be approximately

$185 billion globally. To estimate our total TAM, we identified four categories of market opportunities: (1)

managed and unmanaged business travel management, referred to as the managed and unmanaged

categories, (2) bleisure, (3) expense management, and (4) payments.

• Business Travel Management. We estimate our revenue opportunity in the business travel

management category today to be approximately $86 billion globally across both the managed

and unmanaged categories, based on our own monetization of business travel.

• Bleisure . We estimate our revenue opportunity in the bleisure category today to be approximately

$24 billion. According to a Euromonitor report commissioned by us, the bleisure serviceable

addressable market was estimated to be $324 billion in 2024, which, when multiplied by our

usage yield of approximately 7% for fiscal 2025, results in a revenue opportunity of $24 billion.

We currently penetrate a small portion of this category.

• Expense Management. We estimate the revenue opportunity in the expense management

category today to be approximately $39 billion globally. Our Expense Management offering is a

software-driven expense and payments management system, and we calculate the $39 billion

global addressable market by multiplying the total number of small-and-medium-sized

businesses, according to FactSet data, by our internal estimate of average revenue per customer.

• Payments . We estimate the revenue opportunity in the payments category based on total

spending to be approximately $37 billion for fiscal 2025 globally. According to Euromonitor,

commercial charge and credit card spend is estimated to be $3.1 trillion by the end of 2025. To

calculate our addressable market in the payments category, we multiplied the total spend by our

internal estimate of net interchange. We believe we have significant room to grow our relationship

with partners and expand in the corporate card market opportunity.

Our Growth Strategies

Key elements of our growth strategy include the following:

• Add new customers to the Navan platform . We believe the market for our solutions is large. Our

platform is intuitive to use and scalable for customers of all sizes across industries and

geographies. We believe that customers with travel and expense systems today (managed

customers) are underserved by existing vendors and frustrated by the fragmented experience

that they face via these solutions. In addition to this managed category of the market, we believe

there is sizable greenfield opportunity in helping manage travel and expense spend across

customers who do not have a travel and expense platform today. We believe our end-to-end,

intuitive, and easy to implement solution is well positioned to meet the needs of both the

managed and unmanaged categories, and we have successfully grown to have over 10,000

active customers as of January 31, 2025.

• Drive higher penetration and adoption across our existing customers . We are focused on

continuing to expand our wallet share across existing customer relationships by driving cross-sell

and increasing platform adoption. We typically land our customers with our Travel offering. We

then help customers integrate additional offerings across our platform such as Corporate

Payments, Expense Management, and VIP, based on the customer’s evolving needs, especially

as the customer continues to grow and scale their own business and employee base. Our

Bleisure capability expands this potential by enabling employees to seamlessly add personal

travel to business trips, further deepening adoption and increasing engagement. This cross-sell

motion remains a significant whitespace opportunity for us to grow within our customer base. For

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example, as of January 31, 2025, 36% of our customers attached to three or more offerings. In

addition to benefiting from continued underlying growth in business travel spend, we also see

significant opportunity for growth alongside our customers as they scale their underlying business

and increase their investment in T&E to support their growth. We also see opportunities to

increase platform adoption across the existing user base for our customers.

• Continue to invest in our platform and offerings. We have a strong history of technology

innovation, and we believe there is ample opportunity for growth as we continue to invest in the

development of our platform capabilities to serve current and future travelers and customers.

Across our platform, we see a particularly strong opportunity to continue to scale our capabilities

through the continued deployment of advanced technologies to streamline the overall booking

experience for travelers and drive costs down for our customers, as well as evolve our customer-

facing UI to further simplify and personalize their booking and support experience. In addition to

our ML investments, we have invested heavily in deploying generative artificial intelligence, or

Gen AI, capabilities to complement our ML-based capabilities, leading to our development of

Navan Cognition. Navan Cognition is our innovative proprietary AI framework that combines the

precision and predictive power of ML with the reasoning capabilities of LLMs. On our platform,

Navan Cognition enables us to create, train, deploy, and supervise specialized virtual agents that

can handle complex tasks previously requiring human intervention. Navan Cognition has also

been core to helping improve the service offering of our platform without adding cost to our

customers and enabling us to further optimize margins. We view our AI-enabled capabilities as

core to our platform and expect the continued advancement of these capabilities to enable us to

continuously improve user experiences, further streamline workflows and unlock new use cases,

which should in turn continue to expand the value we are able to deliver to customers as we

move forward. Looking ahead, we expect to continue to invest in Navan Cognition in order to

further enable us, and potentially to enable outside organizations, 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 Go, 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 addition to making investments to grow our platform organically, we have selectively

pursued inorganic growth opportunities from time to time. Our history of acquisitions for both

platform expansion and the development of greater geographic expertise has demonstrated our

ability to grow effectively. Should the opportunity for future inorganic growth present itself for

developing future capabilities, supplier relationships, geographic expertise, or other means of

serving our travelers and customers, we may consider pursuing them.

• Grow our international presence. We continue to broaden the scope and extent of our offerings

outside of the United States. The inherently international nature of travel has meant that we

invested in building out a global infrastructure for our platform from the very beginning. These

early investments in integrating travel suppliers from across the globe, as well as the

development of localized partner relationships, has allowed us to offer a truly global inventory of

travel offerings, as well as supplement our platform with regional knowledge, personalized

support, and multi-currency payment services. For fiscal 2025 and for the six months ended July

31, 2025, revenue generated from customers and suppliers outside of the United States

represented 41% and 39%, respectively, of our revenue, underscoring the success we have had

to date in growing across international markets and the sizable opportunity that remains across

those markets for us to increase our presence . We have been active in pursuing both organic and

inorganic actions to expand the geographic reach of our platform and improve cross-selling

capabilities of our offerings to international customers, with plans to continue to invest in these

areas to drive continued growth across these international markets.

Risk Factors Summary

Investing in our Class A common stock involves numerous risks, including those described in the

section titled “Risk Factors” immediately following this prospectus summary and elsewhere in this

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prospectus. You should carefully consider these risks before making an investment. Below are some of

these risks, any one of which could negatively impact our business, financial condition, results of

operations, and growth prospects.

• We have experienced rapid growth and operational and strategic expansion in recent periods.

Such historical trends, including growth rates, may not continue in the future, and failure to

effectively manage our growth could harm our business and results of operations.

• Our revenue has historically been, and is expected to continue to be, significantly dependent on

our Travel Management offerings, and a prolonged or substantial decrease in, or systemic

disruptions to, global travel could adversely affect us.

• Shifts in business travel trends or any decline in business travel demand would negatively impact

our business, growth, results of operations, and financial condition.

• We may be unable to attract new customers and grow our customer base, which would

negatively impact our revenue growth and results of operations.

• We may not be successful in our efforts to retain and increase revenue from our customers,

including by promoting and expanding adoption and usage of our offerings, which could adversely

impact our business, financial condition, and results of operations.

• If we fail to offer high-quality customer support, including through our AI-powered virtual agents,

or if our support is more expensive than anticipated, our business, margins, and reputation could

suffer.

• Our Travel Management offerings depend on our relationships with suppliers.

• We have a history of operating losses and may not achieve or sustain profitability in the future.

• We have a limited history operating our business at its current scale, scope, and complexity in an

evolving market and economic environment, which makes it difficult to evaluate our current

business, plan for future operations and strategic initiatives, predict future results, and evaluate

our future prospects, increasing the risks associated with your investment.

• Our results of operations may fluctuate significantly, which could make our future results difficult

to predict and could cause our results of operations to fall below expectations.

• Future acquisitions, strategic investments, partnerships, collaborations, or alliances could be

difficult to identify and integrate, divert the attention of management, disrupt our business, dilute

stockholder value, and adversely affect our business, financial condition, results of operations,

and prospects.

• We plan to continue expanding our international operations which could subject us to additional

costs and risks, and our continued expansion internationally may not be successful.

• Failure to effectively develop and expand our sales and marketing capabilities could harm our

ability to increase our customer base and achieve broader market acceptance of our platform.

• If we fail to adapt and respond effectively to rapidly changing technology, evolving industry

standards, and changing customer needs or preferences, our platform may become less

competitive.

• Our use of artificial intelligence, including Gen AI and ML, gives rise to legal, business, and

operational risks, which may result in diminished performance, regulatory scrutiny, social impacts,

reputational harm, and liability arising from the use of this technology.

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• The material weakness in our internal control over financial reporting, which we first identified in

the fiscal year ended January 31, 2023, has been remediated as of the end of fiscal 2025. In the

future, we may identify additional material weaknesses or otherwise fail to maintain an effective

system of internal controls, which could result in material misstatements of our annual or interim

consolidated financial statements or cause us to fail to meet our periodic reporting obligations.

• The market price of our Class A common stock may be volatile, and you could lose all or part of

your investment.

• The dual class structure of our common stock has the effect of concentrating voting power with

Ariel Cohen and Ilan Twig, our co-founders, which will limit your ability to influence the outcome of

important transactions, including a change in control.

Channels for Disclosure of Information

Following the effectiveness of the registration statement of which this prospectus forms a part, we

intend to announce material information to the public through filings with the Securities and Exchange

Commission, or the SEC, the investor relations page on our website (www.investors. navan .com), press

releases, public conference calls, public webcasts, our X account (@Navan), our co-founders’ X accounts

(@arielcoco and @itwig), our LinkedIn page (www.linkedin.com/company/navan/), our co-founders’

LinkedIn pages (www.linkedin.com/in/arielmcohen/ and www.linkedin.com/in/itwig/), our company news

site (www.navan.com/press), and our company blog (www.navan.com/blog). The information contained

on, or that can be accessed through, the foregoing websites are not a part of this prospectus. Investors

should not rely on any such information in deciding whether to purchase our Class A common stock.

The information disclosed by the foregoing channels could be deemed to be material information. As

such, we encourage investors, the media, and others to follow the channels listed above and to review

the information disclosed through such channels.

Any updates to the list of disclosure channels through which we will announce information will be

posted on the investor relations page on our website and in our periodic reports filed with the SEC

following this offering.

Corporate Information

We were incorporated in the State of Delaware in February 2015. Our principal executive offices are

located at 3045 Park Boulevard, Palo Alto, California 94306. Our telephone number is (888) 505-8747.

Our website address is www.navan.com. The information contained on, or that can be accessed through,

our website is not a part of this prospectus. Investors should not rely on any such information in deciding

whether to purchase our Class A common stock.

Navan, the Navan logo, and other registered or common law trade names, trademarks, or service

marks of Navan appearing in this prospectus are the property of Navan. This prospectus contains

additional trade names, trademarks, and service marks of ours and of other companies. We do not intend

our use or display of other companies’ trade names, trademarks, or service marks to imply a relationship

with these other companies, or endorsement or sponsorship of us by these other companies. Other

trademarks appearing in this prospectus are the property of their respective holders. Solely for

convenience, our trademarks and trade names referred to in this prospectus appear without the ® and ™

symbols, but those references are not intended to indicate, in any way, that we will not assert, to the

fullest extent under applicable law, our rights, or the right of the applicable licensor, to these trademarks

and trade names.

Implications of Being an Emerging Growth Company

As a company with less than $1.235 billion in revenue during our most recently completed fiscal year,

we qualify as an “emerging growth company” as defined in Section 2(a) of the Securities Act of 1933, as

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amended, or the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012, or the

JOBS Act. As an emerging growth company, we may take advantage of specified reduced disclosure and

other requirements that are otherwise applicable, in general, to public companies that are not emerging

growth companies. These provisions include:

• being permitted to present only two years of audited financial statements and only two years of

related “Management’s Discussion and Analysis of Financial Condition and Results of

Operations” disclosure in this prospectus;

• an exemption from compliance with the auditor attestation requirement on the effectiveness of our

internal control over financial reporting pursuant to the Sarbanes-Oxley Act of 2002, as amended;

• an exemption from the requirement that critical audit matters be discussed in our independent

auditor’s reports on our audited financial statements or any other requirements that may be

adopted by the Public Company Accounting Oversight Board unless the SEC determines that the

application of such requirements to emerging growth companies is in the public interest;

• reduced disclosure about our executive compensation arrangements;

• exemptions from the requirements to obtain a non-binding advisory vote on executive

compensation or a stockholder approval of any golden parachute arrangements; and

• extended transition periods for complying with new or revised accounting standards.

We will remain an emerging growth company until the earliest to occur of: (i) the last day of the fiscal

year in which we have more than $1.235 billion in annual revenue, (ii) the date we qualify as a “large

accelerated filer,” as defined in the rules under the Securities Exchange Act of 1934, as amended, with at

least $700 million of common equity securities held by non-affiliates, (iii) the date on which we have

issued, in any three-year period, more than $1.0 billion in non-convertible debt securities, and (iv) the last

day of the fiscal year ending after the fifth anniversary of the completion of this offering.

We may take advantage of these exemptions until such time that we are no longer an emerging

growth company. Accordingly, the information contained herein may be different from the information you

receive from other public companies. Further, pursuant to Section 107 of the JOBS Act, as an emerging

growth company, we have elected to take advantage of the extended transition period for complying with

new or revised accounting standards until those standards would otherwise apply to private companies.

As a result, our results of operations and financial statements may not be comparable to the results of

operations and financial statements of other companies that have adopted the new or revised accounting

standards. It is possible that some investors will find our Class A common stock less attractive as a result,

which may result in a less active trading market for our Class A common stock and higher volatility in our

stock price.

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THE OFFERING

Class A common stock offered by us ......... | shares
Class A common stock offered by the selling stockholders ................................... | shares
Underwriters’ option to purchase additional shares of Class A common stock from us ............................................. | shares
Class A common stock to be outstanding after this offering ......................................... | shares ( shares if the underwriters exercise their option to purchase additional shares in full)
Class B common stock to be outstanding after this offering ......................................... | shares
Total Class A common stock and Class B common stock to be outstanding after this offering .................................................. | shares
Use of proceeds ............................................. | We estimate that the net proceeds from our sale of shares of our Class A common stock in this offering will be approximately $ , or approximately $ if the underwriters’ option to purchase additional shares is exercised in full, based upon the assumed initial public offering price of $ per share, which is the midpoint of the offering price range set forth on the cover page of this prospectus, and after deducting underwriting discounts and commissions and estimated offering expenses payable by us. We primarily intend to use the net proceeds from this offering for working capital and other general corporate purposes. We intend to use approximately $ of the net proceeds from this offering to repay the outstanding term loans under and terminate our credit agreement with VCP Capital Markets, LLC, referred to as the Vista Facility, the terms of which are described further in the section titled “Description of Material Indebtedness.” We also intend to use approximately $ of the net proceeds to satisfy the anticipated tax withholding and remittance obligations related to the RSU Net Settlement (as defined below). Assuming (i) the fair market value of our Class A common stock at the time of settlement will be equal to the assumed initial public offering price per share of $ , the midpoint of the price range set forth on the cover page of this prospectus, and (ii) an assumed % tax withholding rate, we estimate that these tax withholding and remittance obligations on the RSU Net Settlement will be $ million in the aggregate. We may also use a portion of the proceeds for the acquisition of, or investment in, technologies, solutions, or businesses that complement our business. However, we do not have agreements or commitments for any acquisitions or investments outside the ordinary course of business at this time. See the section titled “Use of Proceeds” for additional information. We will not receive any proceeds from sales of shares of Class A common stock by the selling stockholders.

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Voting rights .................................................... | Following the completion of this offering, shares of our Class A common stock will be entitled to one vote per share. Shares of our Class B common stock will be entitled to 30 votes per share. Holders of our Class A common stock and Class B common stock will generally vote together as a single class, unless otherwise required by law or our amended and restated certificate of incorporation. Following the completion of this offering, each share of our Class B common stock will be convertible into one share of our Class A common stock at any time and will convert automatically upon certain transfers and upon the earlier of . Immediately following the completion of this offering, and assuming no exercise of the underwriters’ option to purchase additional shares, Ariel Cohen, our co- founder, chairperson of our board of directors, and Chief Executive Officer, and a member of our board of directors, will hold approximately % of the voting power of our outstanding capital stock, and Ilan Twig, our co-founder, Chief Technology Officer, and a member of our board of directors, will hold approximately % of the voting power of our outstanding capital stock, which voting power may increase over time upon the exercise or settlement and exchange of equity awards held by our co-founders pursuant to their Equity Exchange Rights (as defined below). If all currently outstanding stock options to purchase shares of our Class A common stock held by our co-founders were exercised and exchanged for an equal number of shares of Class B common stock pursuant to the Equity Exchange Rights, then immediately following the completion of this offering, Messrs. Cohen and Twig would hold approximately % and %, respectively, of the voting power of our outstanding capital stock. As a result, our co-founders may have significant influence over the outcome of matters submitted to our stockholders for approval, including the election of our directors and the approval of any change of control transaction. These risks are more fully described in the section titled “Risk Factors.” See the sections titled “Principal and Selling Stockholders” and “Description of Capital Stock” for additional information.
Risk factors ..................................................... | See the section titled “ Risk Factors ” and other information included in this prospectus for a discussion of some of the factors you should consider before deciding to purchase shares of our Class A common stock.
Proposed Nasdaq trading symbol ............... | “NAVN”

The number of shares of our Class A common stock and Class B common stock that will be

outstanding after this offering is based on shares of our Class A common stock outstanding

and shares of our Class B common stock outstanding (after giving effect to the Capital Stock

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Conversion, the Note Conversion, the SAFE Conversion, and the RSU Net Settlement, each as defined

below), in each case as of July 31, 2025, and excludes:

• 41,581,733 shares of our Class A common stock issuable upon the exercise of stock options

outstanding as of July 31, 2025 under our 2015 Equity Incentive Plan, or our 2015 Plan, with a

weighted-average exercise price of $13.32 per share, of which 8,611,649 shares will be

exchangeable for an equal number of shares of Class B common stock at the election of our co-

founders upon exercise;

• 339,246 shares of our Class A common stock issuable upon the exercise of stock options granted

after July 31, 2025 under our 2015 Plan with a weighted-average exercise price of $25.35 per

share;

• 6,180,957 shares of Class A common stock issuable upon the vesting and settlement of restricted

stock units, or RSUs, outstanding as of the date of this prospectus subject to time-based service

and/or performance-based conditions, for which (i) the service-based condition was not satisfied

as of such date and (ii) the performance-based condition, if applicable, will be satisfied upon the

effectiveness of the registration statement of which this prospectus forms a part, of which

1,742,147 shares will be exchangeable for an equal number of shares of Class B common stock

at the election of our co-founders upon settlement ;

• shares of our Class A common stock issuable upon the exercise of warrants to

purchase shares of Class A common stock outstanding as of July 31, 2025, with a

weighted-average exercise price of $ per share;

• shares of Class A common stock issuable upon the exercise of a stock option to be

granted to an executive officer immediately following pricing of this offering, which will be subject

to a time-based service vesting condition, with an exercise price equal to the initial public offering

price per share set forth on the cover page of this prospectus, with such number of shares

calculated using the Black-Scholes option-pricing model based on the assumed initial public

offering price of $ per share, the midpoint of the price range set forth on the cover page of

this prospectus (with the actual number of shares underlying such stock option to be calculated

using the actual public offering price per share);

• up to shares of our Class A common stock reserved for future issuance under our 2025

Equity Incentive Plan, or the 2025 Plan, which will become effective upon the effectiveness of the

registration statement of which this prospectus forms a part, consisting of new shares and

up to shares underlying outstanding awards granted under our 2015 Plan that , after the

date the 2025 Plan becomes effective, either are not issued (due to the awards expir ing or being

settled in cash) , are forfeited or repurchased due to failure to vest , or are withheld to satisfy the

exercise, strike, or purchase price or tax withholding obligations ; and

• shares of our Class A common stock reserved for future issuance under our 2025

Employee Stock Purchase Plan, which will become effective in connection with this offering.

Our 2025 Plan and 2025 ESPP provide for annual automatic increases in the number of shares

reserved thereunder. See the section titled “Executive Compensation—Equity Plans” for additional

information.

Unless otherwise noted, the information in this prospectus reflects and assumes the following:

• a 1-for-3 reverse stock split of our capital stock that became effective on September 18, 2025;

• the conversion of all shares of our redeemable convertible preferred stock outstanding as of July

31, 2025 into shares of Class A common stock in connection with the completion of this

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offering pursuant to the terms of our amended and restated certificate of incorporation, which we

refer to as the Capital Stock Conversion;

• shares of our Class A common stock issuable upon the Note Conversion (as defined

below);

• shares of our Class A common stock issuable upon the SAFE Conversion (as defined

below);

• the net issuance of shares of Class A common stock in connection with the vesting and

settlement of certain RSUs outstanding as of the date of this prospectus subject to time-based

service and/or performance-based conditions, for which (i) the time-based service condition was

fully or partially satisfied as of such date and (ii) the performance-based condition, if applicable,

will be satisfied upon the effectiveness of the registration statement of which this prospectus

forms a part, which we refer to as the IPO Vesting RSUs, after giving effect to the withholding

of shares of our Class A common stock to satisfy the associated estimated tax withholding and

remittance obligations (based on the assumed initial public offering price of $ per share, the

midpoint of the price range set forth on the cover page of this prospectus, and an

assumed % tax withholding rate), which we refer to as the RSU Net Settlement;

• the filing and effectiveness of our amended and restated certificate of incorporation and the

effectiveness of our amended and restated bylaws, each of which will occur immediately prior to

the completion of this offering;

• except as described above, no exercise of outstanding stock options or warrants or settlement of

outstanding RSUs; and

• no exercise by the underwriters of their option to purchase additional shares of our Class A

common stock in this offering.

The assumed % tax withholding rate used in this prospectus is an assumed blended withholding

rate for the IPO Vesting RSUs that are subject to withholding in the RSU Net Settlement. A portion of the

IPO Vesting RSUs that will settle as part of the RSU Net Settlement are not subject to tax withholding

obligations. The estimates in this prospectus relating to the RSU Net Settlement and related share

withholding may differ from actual results due to, among other things, the actual initial public offering price

and other terms of this offering determined at pricing, actual forfeitures through the date of this

prospectus, and actual tax withholding rates. In addition, information in this prospectus relating to RSUs

outstanding as of the date of this prospectus reflects estimated forfeitures through , 2025.

In 2020 , we issued $125 million in aggregate initial investment amount of unsecured convertible

securities due 2027, or the Convertible Notes. Upon the completion of this offering, pursuant to their

terms, the Convertible Notes will convert into a number of shares of our Class A common stock equal to

the aggregate initial investment amount outstanding plus the unpaid yield then accrued, divided by a

conversion price that is equal to the lower of (i) 65% of the public offering price per share in this offering

and (ii) a price calculated by dividing $5 billion by the number of shares of our common stock outstanding

following the completion of this offering, on an as-converted, as-exercised basis (including the shares of

our Class A common stock issued upon the Note Conversion). Upon the completion of this offering, we

estimate that we will issue shares of Class A common stock upon the conversion of $ million in

aggregate initial investment amount and accrued and unpaid yield through, but excluding, an assumed

closing date of , 2025, based on an assumed initial offering price of $ per share, which is

the midpoint of the offering price range set forth on the cover page of this prospectus, which we refer to

as the Note Conversion.

In February and April 2025, we issued $155 million in aggregate purchase amount of simple

agreements for future equity, or SAFEs, to certain investors, including Sandesh Patnam, a member of our

board of directors, and an entity affiliated with Premji Invest. Mr. Patnam is the Managing Partner of

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Premji Invest. See the section titled “Certain Relationships and Related Party Transactions—2025 Simple

Agreements for Future Equity and Common Stock Warrants” for more information. The SAFEs bear a

return rate of 12% per year. Upon the completion of this offering, pursuant to their terms, the SAFEs will

convert into a number of shares of our Class A common stock equal to the principal amount outstanding

plus accrued and unpaid interest, divided by a conversion price that is equal to 85% of the public offering

price per share in this offering. Upon the completion of this offering, we estimate that we will

issue shares of Class A common stock upon the conversion of the aggregate principal amount of the

SAFEs, including accrued and unpaid interest through, but excluding, an assumed closing date

of , 2025, based on an assumed initial offering price of $ per share, which is the midpoint of

the offering price range set forth on the cover page of this prospectus, which we refer to as the SAFE

Conversion. Each $1.00 increase in the assumed initial offering price per share of $ , which is the

midpoint of the offering price range set forth on the cover page of this prospectus, would decrease the

Class A common stock issued in the SAFE Conversion by shares, and each $1.00 decrease in

the assumed initial offering price per share of $ , which is the midpoint of the offering price range set

forth on the cover page of this prospectus, would increase the Class A common stock issued in the SAFE

Conversion by shares.

Additionally, pursuant to certain equity exchange agreements entered into between us and each co-

founder, each co-founder has a right (but not an obligation) to require us to exchange, for shares of Class

B common stock, any shares of Class A common stock received by him upon the exercise or settlement

of equity awards for shares of Class A common stock, or the Equity Exchange Rights. The Equity

Exchange Rights apply to equity awards granted to our co-founders prior to the effectiveness of the filing

of our amended and restated certificate of incorporation. As of July 31, 2025, there were shares of

our Class A common stock subject to outstanding stock options to purchase shares of our Class A

common stock held by our co-founders and shares of our Class A common stock issuable upon

the settlement of RSUs held by our co-founders and that may be exchanged, upon exercise or

settlement, as applicable, for an equivalent number of shares of our Class B common stock following this

offering pursuant to the Equity Exchange Rights.

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SUMMARY CONSOLIDATED FINANCIAL AND OTHER DATA

The following tables summarize our consolidated financial and other data as of the dates and for the

periods indicated. We derived our summary consolidated statements of operations data for the fiscal

years ended January 31, 2025 and 2024 (except for pro forma basic and diluted net loss per share

attributable to common stockholders and weighted-average shares used in computing pro forma basic

and diluted net loss per share attributable to common stockholders) and our summary consolidated

balance sheet data as of January 31, 2025 from our audited consolidated financial statements included

elsewhere in this prospectus. The summary consolidated statements of operations data for the six months

ended July 31, 2025 and 2024 (except for pro forma basic and diluted net loss per share attributable to

common stockholders and weighted-average shares used in computing pro forma basic and diluted net

loss per share attributable to common stockholders) and summary consolidated balance sheet data as of

July 31, 2025 have been derived from our unaudited consolidated financial statements included

elsewhere in this prospectus. The unaudited consolidated financial statements have been prepared on

the same basis as our audited consolidated financial statements and, in the opinion of management,

reflect all adjustments that are necessary for the fair statement of such data. Our historical results are not

necessarily indicative of the results to be expected in the future, and our interim results are not

necessarily indicated of results to be expected for the full fiscal year or any other period.

You should read the following summary consolidated financial and other data in conjunction with the

section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations,”

and our consolidated financial statements, the accompanying notes, and other financial information

included elsewhere in this prospectus. The summary consolidated financial and other data in this section

are not intended to replace our consolidated financial statements and the related notes and are qualified

in their entirety by our consolidated financial statements and the related notes included elsewhere in this

prospectus.

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Our fiscal year ends on January 31, and our fiscal quarters end on April 30, July 31, October 31, and

January 31. Our fiscal years ended January 31, 2025 and 2024 are referred to herein as fiscal 2025 and

fiscal 2024, respectively.

Year Ended January 31, | Six Months Ended July 31,
2025 | 2024 | 2025 | 2024
Consolidated Statements of Operations Data: | (in thousands, except share and per share data)
Revenue ............................................................. | $ 536,837 | $ 402,256 | $ 329,413 | $ 253,727
Cost of revenue (1) ............................................. | 169,815 | 162,622 | 92,583 | 82,545
Gross profit ....................................................... | 367,022 | 239,634 | 236,830 | 171,182
Operating expenses
Research and development (1) .................... | 122,386 | 132,442 | 64,760 | 57,784
Sales and marketing (1) ................................ | 218,722 | 220,511 | 130,376 | 103,530
General and administrative (1) ..................... | 133,552 | 133,023 | 69,845 | 65,238
Total operating expenses ................................ | 474,660 | 485,976 | 264,981 | 226,552
Loss from operations ....................................... | (107,638) | (246,342) | (28,151) | (55,370)
Interest expense .......................................... | (75,997) | (63,281) | (31,971) | (37,851)
Other income (expense), net ..................... | (73) | 10,093 | 6,699 | 1,953
Loss on extinguishment of debt ................ | — | — | (20,528) | —
Gain (loss) on fair value adjustments ....... | 12,200 | (26,594) | (17,886) | 3,020
Loss before income tax expense ................... | (171,508) | (326,124) | (91,837) | (88,248)
Income tax expense ......................................... | 9,570 | 5,428 | 8,043 | 4,296
Net loss .............................................................. | $ (181,078) | $ (331,552) | $ (99,880) | $ (92,544)
Net loss per share attributable to common stockholders, basic and diluted (2) .............. | $ (4.00) | $ (7.44) | $ (2.15) | $ (2.05)
Weighted-average shares outstanding used to compute net loss per share attributable to common stockholders, basic and diluted (2) ........................................ | 45,271,666 | 44,583,919 | 46,350,553 | 45,153,649

_______________

(1) Includes stock-based compensation expense as follows:

Year Ended January 31, | Six Months Ended July 31,
2025 | 2024 | 2025 | 2024
(in thousands)
Cost of revenue ................................................. | $ 4,577 | $ 4,751 | $ 1,902 | $ 1,842
Research and development ............................ | 30,408 | 27,039 | 14,371 | 13,619
Sales and marketing ......................................... | 17,077 | 15,872 | 7,738 | 7,614
General and administrative ............................. | 24,919 | 28,189 | 11,898 | 11,838
Total stock-based compensation expense, net of amounts capitalized .... | $ 76,981 | $ 75,851 | $ 35,909 | $ 34,913
Capitalized stock-based compensation ........ | 2,319 | 1,130 | 1,395 | 1,096
Total stock-based compensation cost ...... | $ 79,300 | $ 76,981 | $ 37,304 | $ 36,009

_______________

(2) See Notes 1 and 15 to our consolidated financial statements, and Note 14 to our condensed consolidated

financial statements included elsewhere in this prospectus for an explanation of the calculations of our net loss

per share attributable to common stockholders, basic and diluted.

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The following table sets forth the computation of unaudited pro forma basic and diluted net loss per

share attributable to common stockholders for the period presented:

Year Ended January 31, 2025 | Six Months Ended July 31, 2025
(in thousands, except share and per share data)
Numerator:
Net loss attributable to common stockholders ................................................ | $ | $
Pro forma adjustment to record stock-based compensation expense related to RSUs for which the time-based service and performance- based vesting conditions will be satisfied in connection with this offering ...............................................................................................................
Pro forma adjustment to reclassify the fair value of the redeemable convertible preferred stock warrant liability .................................................
Pro forma adjustment to reclassify the embedded derivative liability in connection with the Note Conversion ..........................................................
Pro forma net loss attributable to common stockholders .............................. | $ | $
Denominator:
Weighted-average shares outstanding used to compute net loss per share attributable to common stockholders, basic and diluted ................
Pro forma adjustment to reflect the Capital Stock Conversion ....................
Pro forma adjustment to reflect the RSU Net Settlement .............................
Pro forma adjustment to reflect the Note Conversion ...................................
Pro forma adjustment to reflect the SAFE Conversion .................................
Weighted-average shares outstanding used to compute, pro forma, net loss per share attributable to common stockholders, basic and diluted .
Pro forma net loss per share attributable to common stockholders, basic and diluted (1) .......................................................................................................... | $ | $

_______________

(1) Basic and diluted pro forma net loss per share attributable to common stockholders for the year ended

January 31, 2025 and the six months ended July 31, 2025, gives effect to (i) the Capital Stock Conversion as

though the conversion had occurred as of the beginning of the applicable period, (ii) the Class B Conversion as

though the conversion had occurred as of the beginning of the applicable period, (iii) the net issuance

of shares of Class A common stock in connection with the RSU Net Settlement, after withholding shares

to satisfy the estimated tax withholding and remittance obligations of $ million (based on the assumed initial

offering price of $ per share, which is the midpoint of the offering price range set forth on the cover page of

this prospectus, and an assumed % tax withholding rate) as though such issuance and withholding had

occurred as of the beginning of the applicable period, (iv) stock-based compensation expense of $ million

related to RSUs subject to the RSU Net Settlement, reflected as an increase to additional paid-in capital and

accumulated deficit, as further described in Note 10, “Equity Incentive Plan” to our consolidated financial

statements included elsewhere in this prospectus, as though the RSU Net Settlement has occurred as of the

beginning of the applicable period, (v) the Note Conversion, as if the conversion had occurred as of the

beginning of the applicable period, based upon (A) the assumed initial public offering price of $ per share,

which is the midpoint of the offering price range set forth on the cover page of this prospectus, and (B) an

assumed closing date of this offering of , 2025, including the reclassification of the embedded

derivative liability related to the Convertible Notes to additional paid-in capital, (vi) the SAFE Conversion, as if the

conversion had occurred as of the beginning of the applicable period, based upon (A) the assumed initial public

offering price of $ per share, which is the midpoint of the offering price range set forth on the cover page of

this prospectus, which we refer to as the SAFE Conversion, and (B) an assumed closing date of this offering of

, 2025, and (vii) the automatic conversion of the redeemable convertible preferred stock warrant to a

Class A common stock warrant, and the resulting remeasurement and assumed reclassification of the

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redeemable convertible preferred stock warrant liability to additional paid-in capital, as though the conversion had

occurred as of the beginning of the applicable period.

As of July 31, 2025
Actual | Pro Forma (1) | Pro Forma as Adjusted (2)(3)
Consolidated Balance Sheet Data: | (in thousands)
Cash and cash equivalents ....................................................... | $ 223,229 | $ | $
Restricted cash, current ............................................................ | 87,218
Working capital (4) ....................................................................... | 469,644
Total assets ................................................................................. | 1,134,391
Long-term debt (5) ........................................................................ | 658,158
Other non-current liabilities (6) .................................................... | 23,678
Total liabilities .............................................................................. | 1,041,721
Redeemable convertible preferred stock ................................ | 1,301,121
Additional paid-in capital ........................................................... | 522,555
Accumulated deficit ................................................................... | (1,716,993)
Total stockholders’ (deficit) equity ........................................... | (1,208,451)

_______________

(1) The pro forma column above reflects (i) the automatic conversion of all outstanding shares of our redeemable

convertible preferred stock outstanding as of July 31, 2025, into shares of our Class A common stock

in connection with the completion of this offering pursuant to the terms of our amended and restated certificate of

incorporation in the Capital Stock Conversion , (ii) the conversion of the aggregate initial investment amount of

the Convertible Notes, including accrued and unpaid yield, into shares of our Class A common stock, based upon

(A) the assumed initial public offering price of $ per share, which is the midpoint of the offering price range

set forth on the cover page of this prospectus, and (B) an assumed closing date of this offering

of , 2025, including the reclassification of the embedded derivative liability related to the Convertible

Notes to additional paid-in capital, (iii) the conversion of the aggregate principal and accrued and unpaid interest

on the outstanding SAFEs into shares of our Class A common stock, based upon (A) the assumed initial public

offering price of $ per share, which is the midpoint of the offering price range set forth on the cover page of

this prospectus, which we refer to as the SAFE Conversion, and (B) an assumed closing date of this offering of

, 2025, (iv) the automatic conversion of the redeemable convertible preferred stock warrant to a

Class A common stock warrant, and the resulting remeasurement and assumed reclassification of the

redeemable convertible preferred stock warrant liability to additional paid-in capital, (v) stock-based

compensation expense of $ million related to RSUs subject to the RSU Net Settlement, reflected as an

increase to additional paid-in capital and accumulated deficit, as further described in Note 10, “Equity Incentive

Plan” of our consolidated financial statements included elsewhere in this prospectus, (vi) the net issuance of

shares of Class A common stock in connection with the RSU Net Settlement, after withholding shares

to satisfy estimated tax withholding and remittance obligations of $ million (based on the assumed initial public

offering price of $ per share, the midpoint of the price range set forth on the cover page of this prospectus, and

an assumed % tax withholding rate), (vii) the $ million increase in liabilities and corresponding decrease in

additional paid-in capital resulting from the share withholding for the tax withholding and remittance obligations

related to the RSU Net Settlement, and (viii) the filing and effectiveness of our amended and restated certificate

of incorporation, which will occur immediately prior to the completion of this offering.

(2) The pro forma as adjusted column above gives effect to (i) the pro forma adjustments set forth above and (ii) the

sale and issuance by us of shares of our Class A common stock in this offering, based upon the assumed initial

public offering price of $ per share, which is the midpoint of the offering price range set forth on the cover page

of this prospectus and our receipt of $ million in estimated net proceeds from the offering, and after

deducting underwriting discounts and commissions and estimated offering expenses, and (iii) the use of net

proceeds from this offering, together with existing cash and cash equivalents, if necessary, to (A) satisfy the

estimated tax withholding and remittance obligations reflected in the pro forma adjustments described in the

preceding footnote and (B) repay $ million in outstanding loans under and terminate the Vista Facility.

(3) Each $1.00 increase (decrease) in the assumed initial public offering price of $ per share, which is the

midpoint of the offering price range set forth on the cover page of this prospectus, would increase (decrease) the

amount of our pro forma as adjusted cash and cash equivalents, working capital, total assets, and total

stockholders’ (deficit) equity by $ million, assuming that the number of shares of our Class A common

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stock offered by us, as set forth on the cover page of this prospectus, remains the same, after deducting

underwriting discounts and commissions. An increase (decrease) of 1.0 million shares in the number of shares

offered by us would increase (decrease), as applicable, the amount of our pro forma as adjusted cash and cash

equivalents, working capital, total assets, and total stockholders’ (deficit) equity by $ million, assuming the

assumed initial public offering price remains the same, and after deducting underwriting discounts and

commissions. In addition, each 1.0% increase (decrease) in the assumed tax withholding rates would increase

(decrease) the amount of estimated tax withholding and remittance obligations related to the RSU Net Settlement

and decrease (increase) as adjusted cash and cash equivalents, working capital, total assets, and total

stockholders’ (deficit) equity by $ , assuming that the assumed initial public offering price remains the same,

that the number of shares of Class A common stock offered by us, as set forth on the cover page of this

prospectus, remains the same, and after deducting underwriting discounts and commissions. Each $1.00

increase (decrease) in the assumed initial public offering price per share of $ , which is the midpoint of the

offering price range set forth on the cover page of this prospectus, would increase (decrease) the amount of

estimated tax withholding and remittance obligations related to the RSU Net Settlement and decrease (increase)

as adjusted cash and cash equivalents, working capital, total assets, and total stockholders’ (deficit) equity by

$ , assuming that the tax withholding rate remains the same, that the number of shares of Class A common

stock offered by us, as set forth on the cover page of this prospectus, remains the same, and after deducting

underwriting discounts and commissions. Pro forma adjustments in the footnotes above and the related

information in the balance sheet data are illustrative only and may differ from actual amounts based on, among

other things, the actual initial public offering price and other terms of this offering determined at pricing, the actual

tax withholding rates, as well as the actual amount of RSUs settled in connection with this offering.

(4) Working capital is defined as current assets less current liabilities.

(5) Long- term debt is comprised of (i) Convertible Notes, net of $195.2 million, (ii) SAFEs of $163.0 million, (iii) ABL

Facility of $34.5 million, (iv) Warehouse Credit Facility of $148.2 million, and (v) notes payable, non-current of

$117.3 million, which includes $117.1 million related to the Vista Facility . For additional information regarding the

ABL Facility, the Warehouse Credit Facility, and the Vista Facility, see the section titled “Description of Material

Indebtedness.”

(6) Includes $0.4 million related to the redeemable convertible preferred stock warrant liability referenced in footnote

(1) above.

Key Business Metrics and Non-GAAP Financial Measures

We review a number of operating and financial metrics, including the following key metrics and non-

GAAP, financial measures to evaluate our business, measure our performance, identify trends affecting

our business, formulate financial projections, and make strategic decisions. See the sections titled

“Management’s Discussion and Analysis of Financial Condition and Results of Operations—Key Business

Metrics” for additional information regarding our key business metrics and “Management’s Discussion and

Analysis of Financial Condition and Results of Operations—Non-GAAP Financial Measures” for additional

information and reconciliations of our non-GAAP financial measures to the most directly comparable

financial measures prepared in accordance with GAAP.

Year Ended January 31, | Six Months Ended July 31,
2025 | 2024 | 2025 | 2024
(in billions)
Gross booking volume (GBV) .......................... | $ 6.6 | $ 5.0 | $ 4.1 | $ 3.1
Payment volume ................................................ | $ 3.7 | $ 2.7 | $ 2.0 | $ 1.8

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Year Ended January 31, | Six Months Ended July 31,
2025 | 2024 | 2025 | 2024
(dollars in thousands)
GAAP gross profit ............................................. | $ 367,022 | $ 239,634 | $ 236,830 | $ 171,182
Non-GAAP gross profit (1) ................................ | $ 371,855 | $ 249,229 | $ 239,025 | $ 173,152
GAAP gross margin ......................................... | 68 % | 60 % | 72 % | 67 %
Non-GAAP gross margin (1) ............................. | 69 % | 62 % | 73 % | 68 %
GAAP loss from operations ............................ | $ (107,638) | $ (246,342) | $ (28,151) | $ (55,370)
Non-GAAP income (loss) from operations (1) | $ (25,042) | $ (174,753) | $ 11,076 | $ (17,485)
GAAP net loss ................................................... | $ (181,078) | $ (331,552) | $ (99,880) | $ (92,544)
Non-GAAP net loss (1) ....................................... | $ (96,387) | $ (224,353) | $ (14,775) | $ (49,413)

_______________

(1) Non-GAAP gross profit, non-GAAP gross margin, non-GAAP income (loss) from operations, and non-GAAP net

loss are not calculated in accordance with GAAP.

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RISK FACTORS

Investing in our Class A common stock involves a high degree of risk. You should consider carefully

the risks and uncertainties described below, together with all of the other information in this prospectus,

including the section titled “Management’s Discussion and Analysis of Financial Condition and Results

of Operations,” our consolidated financial statements and the accompanying notes included elsewhere

in this prospectus before deciding whether to invest in shares of our Class A common stock. Our

business, financial condition, results of operations, or prospects could also be adversely affected by

risks and uncertainties that are not presently known to us or that we currently believe are not material. If

any of the risks actually occur, our business, financial condition, results of operations, and prospects

could be adversely affected. In that event, the market price of our Class A common stock could decline,

and you could lose all or part of your investment.

Risks Related to Our Business and Industry

We have experienced rapid growth and operational and strategic expansion in recent periods.

Such historical trends, including growth rates, may not continue in the future, and failure to

effectively manage our growth could harm our business and results of operations.

We have experienced rapid growth and increased demand for our platform in recent periods, there is

no assurance that we will manage our growth successfully, and our recent growth rates may not be

indicative of our future growth. Our rapid growth has resulted in increased costs as we expanded our

operations to scale our business and address increased customer and user demand, and we expect to

continue to invest broadly across our organization to support our growth.

Continued macroeconomic uncertainty, including as a result of rising interest rates, inflation, tariffs,

foreign currency fluctuation, political unrest, instability in the global banking system, and the potential for

an economic recession, has resulted, and is expected to continue to result, in reductions as well as

fluctuations in demand for travel and our offerings as companies reduce or deprioritize spending on T&E

management offerings. Macroeconomic uncertainty has impacted and may continue to impact our ability

to plan for future operations and strategic initiatives or predict our future financial performance (due in part

to our usage-based revenue model for certain of our offerings, including our Travel Management

offerings). Disruptions and changes in traveler behavior have occurred in recent times, including as a

result of the COVID-19 pandemic and macroeconomic uncertainty, and may occur in the future, and we

have faced and may continue to face challenges in accurately forecasting demand for travel and travel

management services as a result. To maintain growth in our business, we need to, among other things,

continue development and implementation of Navan Cognition and related AI features and functionalities,

increase adoption and market acceptance of our offerings beyond travel, develop and increase adoption

of additional offerings, compete effectively against larger and more established market participants as

well as newer entrants, successfully execute our go-to-market strategies, address an increasing portion of

the unmanaged travel market, and maintain or improve our relationships with suppliers, including

commission rates.

Our growth has also been and may continue to be negatively impacted as our customers, particularly

customers with whom we have historically high adoption or expansion rates, do not increase or decrease

headcount, reduce T&E budgets or otherwise increase scrutiny over IT spending for any reason, including

due to macroeconomic uncertainty. Over the last few years, adoption of remote work models has also

become widespread, initially as a matter of necessity in response to the COVID-19 pandemic and more

recently as a matter of company policy in light of evolving perspectives on the need and desire for full-

time in-person workforces. While more companies and organizations have instituted return-to-office

policies and business travel levels have normalized following the COVID-19 pandemic, we cannot predict

with certainty future trends in teleconference and virtual meeting technologies adoption, the impact that

remote work policies will continue to have on the nature and amount of business travel, or whether

employer and employee attitudes toward business travel will change in a lasting way. For example,

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smaller companies with limited travel or information technology budgets may in the future prefer to use

teleconference and virtual meeting technologies indefinitely or substantially limit business travel spending.

We have also encountered, and will continue to encounter, the risks and uncertainties frequently

experienced by growing companies in rapidly changing industries. For example, we are required to

manage multiple relationships with various suppliers, payment or expense service partners, other

partners, customers, and other third parties. In the event of further growth of our operations or in the

number of our third-party relationships, including in connection with acquisitions of complementary

businesses and companies, our computer systems, procedures, or internal controls may not be adequate

to support our operations, we encounter further difficulties and delays in integrating acquired businesses

and companies (including into our controls environment), and our management may not be able to

manage such growth effectively. The growth and expansion of our business and platform places a

significant strain on our management and our administrative, operational, and financial reporting

resources. To effectively manage our growth, we must continue to implement and improve our

operational, financial, and management information and reporting systems and manage our employee

base, including recruiting and training new engineers, sales professionals, and agents.

As a result of the foregoing, our recent growth rates and financial performance should not necessarily

be considered indicative of our future performance and results of operations, and you should not rely on

the recent growth in our key business metrics as an indication of our future performance. In addition, if our

assumptions regarding these risks and uncertainties, which we use to plan our business strategies and

operations, are incorrect or change due to industry or market developments, or if we do not address these

risks successfully, our business, financial condition, results of operations, and prospects could be

negatively impacted.

Our revenue has historically been, and is expected to continue to be, significantly dependent on

our Travel Management offerings, and a prolonged or substantial decrease in, or systemic

disruptions to, global travel could adversely affect us.

Our revenue has historically been, and is expected to continue to be, significantly dependent on our

Travel Management offerings, which have historically been and may in the future be significantly

impacted by declines in, or disruptions to, global travel activity, including as a result of macroeconomic

factors and widespread health concerns, epidemics, or pandemics. Factors over which we have no

control but which impact travel patterns and, depending on the scope and duration, cause significant

declines in global or widespread travel volumes and reductions in our customers’ travel budgets include,

among other things:

• the impact of macroeconomic uncertainty, including due to tariffs, volatile interest rates, inflation,

domestic and foreign currency fluctuation, instability in the global banking system, volatility in

global stock markets, and the potential for a prolonged economic recession, particularly on T&E

budgets and IT spending at our existing and potential customers;

• political unrest or instability, including due to tariff policies;

• global security concerns caused by terrorist attacks, the threat of terrorist attacks, or the

precautions taken in anticipation of such attacks, including elevated threat warnings or selective

cancellation or redirection of travel;

• cyber-terrorism, the outbreak of hostilities, global conflict, or escalation or worsening of existing

hostilities or war, such as the ongoing conflicts in Ukraine and the Middle East and tensions

between China and Taiwan, in some cases resulting in sanctions imposed by the United States

and other countries, and retaliatory actions taken by sanctioned countries in response to such

sanctions;

• adverse changes in visa and immigration policies or the imposition of travel restrictions or more

restrictive security procedures;

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• climate change-related impact to travel destinations, such as extreme weather, natural disasters

and disruptions, and actions taken by governments, businesses, our suppliers, and our other

partners to combat climate change, such as new travel-related regulations, policies, or conditions

related to sustainability and climate-change concerns;

• the occurrence of travel-related accidents or the grounding of aircraft due to safety concerns or

regulatory actions;

• technical and operational disruptions at key transit hubs, including key international airports due

to insufficient funding of aviation and other travel or transportation agencies or governmental

bodies;

• changes in preferences from traditional hotel bookings to the use of alternative providers that are

not available on our platform;

• the impact of macroeconomic conditions and labor shortages on the cost and availability of airline

travel, including the risk of a global recession;

• regulatory actions or changes to regulations governing the travel industry; and

• widespread health concerns or pandemics, such as the COVID-19 pandemic.

We have historically experienced and may in the future experience negative impacts to our business,

financial condition, results of operations, and prospects from some or all of the above disruptions to

business or consumer travel.

In addition, from time to time, certain airlines struggle to meet spikes in demand, leading to elevated

cancellations and delays that frustrate passengers and strain airport operations. When large numbers of

our customers experience delays or cancellations, our support costs tend to increase, and prolonged

periods of systemic disruptions increase our operating costs and adversely affect our margins and results

of operations.

Shifts in business travel trends or any decline in business travel demand would negatively impact

our business, growth, results of operations, and financial condition.

Our business and growth depend on continued demand for business travel. In addition to global travel

trends, business travel volume has been and may in the future be impacted by a number of different

factors. The continued proliferation of remote and hybrid work models has enabled many companies to

replace in-person meetings and events with virtual alternatives, which can be more cost-effective,

resulting in some companies reducing discretionary travel. Shifts in trends regarding return-to-office

mandates at our existing and potential customers have in the past impacted and may in the future impact

our growth and business model, particularly if we face difficulties in acquiring new customers. Geopolitical

instability and shifting political policies and landscapes have also impacted and may continue to impact

certain existing and potential customers’ policies with respect to business travel, particularly international

travel, as well as business travel in and around geographic regions experiencing political instability,

hostilities, or conflict. Companies have also been periodically reassessing and adjusting travel policies

and related T&E budgets, including due to the factors described above and broader factors impacting the

travel industry generally, which has resulted and may continue to result in fluctuations in or reduced

usage levels of our offerings across periods, contributing to fluctuations in our results of operations. Shifts

in business travel trends or any decline in business travel demand could result in decreased new platform

acquisition rates as well as reductions in usage of our offerings by our customers, which would negatively

impact our business, results of operations, and financial condition.

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We may be unable to attract new customers and grow our customer base, which would negatively

impact our revenue growth and results of operations.

Our future growth depends in large part on increasing our customer base and maintaining and

increasing the revenue we generate from those customers. To increase our GBV and revenue, we seek

to expand our customers’ usage of our offerings, including by increasing their usage of our Travel offering

and by driving their adoption and increased use of our additional offerings, including Corporate Payments,

Expense Management, Meetings and Events, VIP, and Bleisure. The success of our business is

substantially dependent on the actual and perceived viability, benefits, and advantages of our platform as

a preferred product for T&E management and corporate card programs, particularly when compared to

customers’ existing alternatives and new competitive offerings.

While we have experienced significant growth in the number of our customers in recent periods, we

do not know whether we will continue to achieve similar customer growth rates in the future. Numerous

factors have impeded and may continue to impede our ability to attract new customers and retain, and

expand the use of our platform within, our customers, including:

• continued macroeconomic uncertainty, including as a result of tariffs and trade issues, rising

interest rates, inflation, domestic and foreign currency fluctuation, instability in the global banking

system, volatility in global stock markets, and the potential for a prolonged economic recession;

• changes in demand for and trends in business travel among existing and potential customers;

• reductions in T&E budgets and increased IT budget scrutiny at existing or potential customers;

• failure to establish, maintain, or expand relationships with key suppliers and other partners,

including any related changes in commission rates that negatively impact us;

• failure to compete effectively against alternative products or services, including traditional offline

travel services provided by large and established competitors as well as digital-native offerings

(including those powered by AI);

• our ability to determine optimal pricing for our offerings, including in international markets;

• failure to successfully deploy new features and integrations or continue development or

integration of Navan Cognition and related AI features and functionalities;

• failure to provide a quality customer experience and customer support; or

• failure of our sales and marketing strategies, including if we spend time and funding on strategies

that do not provide sufficient return on our investment.

If we are unsuccessful in our efforts to acquire new customers and increase our customer base,

including due to any of the above factors, or if we do so in a way that is not profitable, our growth,

business, results of operations, and financial condition would be harmed. Our growth will also depend in

part on capturing a greater portion of the unmanaged travel market.

We may not be successful in our efforts to retain and increase revenue from our customers,

including by promoting and expanding adoption and usage of our offerings, which could adversely

impact our business, financial condition, and results of operations.

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

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our existing travel management customers and on increasing their utilization. We have been investing

and expect to continue to invest in a number of strategic growth initiatives to drive adoption of these

additional 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 and 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 motions. 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. As a result, our business, financial condition, results of operations, and prospects may

be adversely affected.

Our expense management offerings are subscription-based, and expense management customers

are not obligated to and may not renew their subscriptions after their existing subscriptions expire. We

cannot assure you that such customers will renew subscriptions with the same or greater number of users

or that they will upgrade to use features such as the corporate cards or Navan Connect. Customers may

or may not renew their subscriptions as a result of a number of factors, including their satisfaction or

dissatisfaction with our platform, changes we may implement in our pricing or structure, the pricing or

capabilities of the products and services offered by our competitors, the effects of general economic

conditions, or customers’ budgetary constraints. If our existing expense management customers do not

renew their subscriptions, renew on less favorable terms, or fail to expand the adoption of our platform

within their companies, our revenue may decline or grow less quickly than anticipated, which could

adversely affect our business, financial condition, results of operations, and prospects.

If we fail to offer high-quality customer support, including through our AI-powered virtual agents,

or if our support is more expensive than anticipated, our business, margins, and reputation could

suffer.

Our customers rely on our customer support services to resolve issues and realize the full benefits

provided by our platform. High-quality support is also important for retaining and expanding the use of our

offerings by our customers. We provide customer support over chat, telephone, and email, including

through Ava, our AI-powered virtual agent. In particular, our business and margins are highly dependent

on our AI-powered framework that enables us to create, train, deploy, and supervise specialized AI-

powered virtual agents that can handle complex tasks previously requiring human intervention, from

booking modifications to expense tracking to resolving issues during trips. Our growth, business, margins,

and results of operations could be harmed if our virtual agents do not effectively and satisfactorily address

our users’ needs and demands in using our platform to book and manage business travel and related

expenses (including if users ultimately need to interact with live agents due to any failures, including

perceived failures, of such virtual agents). Our growth, reputation, business, margins, and results of

operations could also be harmed if our virtual agents make errors or introduce flawed, incomplete, or

inaccurate outputs, some of which may appear correct, including due to flaws in the logic of the AI (a so-

called “hallucination”), when interacting with users or processing their requests. In some cases, our virtual

agents produce results that are inaccurate or incomplete or may take unintended actions from user

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queries and inputs, even with no hallucinations, which could result in negative impacts to our users and

customers and harm our reputation, growth, business, and results of operations. If we do not help our

customers quickly resolve issues and provide effective ongoing support, or if our methods of providing

support are insufficient to meet the needs of our customers, our ability to retain customers, expand usage

of our offerings by our customers, and acquire new customers could suffer, and our reputation with

existing or potential customers could be harmed. Moreover, if we are not able to meet the customer

support needs of our customers through our AI-powered virtual agents or by chat and email, we may

need to increase our support coverage and provide additional phone-based support. Agent-based phone-

based support is more expensive to provide than the other customer support services we offer. As a

result, increasing our support coverage and phone-based support services may negatively impact our

gross margins.

Our customers have experienced increased customer wait times in the past and may experience

similar delays in the future, including due to circumstances outside of our control. For example, when

large numbers of our travelers experience delays or cancellations, our travelers have and may in the

future experience delays in receiving necessary support services from us and our suppliers. If we are

unable to help our travelers quickly resolve issues as a result of support issues we ourselves experience

from our suppliers, our ability to retain customers and expand their usage of our offerings and attract new

customers, as well as our reputation, could be harmed, and our business, financial condition, results of

operations, and prospects could be adversely affected. In addition, as we continue to grow our operations

internally and reach a larger and increasingly global customer base, we need to be able to provide

efficient customer support that meets the needs of companies using our platform globally at scale. The

number of customers using our platform has grown significantly, which puts additional pressure on our

customer support services. If we are unable to provide high-quality customer support while controlling our

customer support costs, our profitability may be negatively impacted.

Our Travel Management offerings depend on our relationships with suppliers.

The success of our Travel Management offerings depends on our ability to maintain and expand our

relationships with our suppliers to offer our customers an unrivaled range of global travel inventory at

optimal prices. Our ability to maintain our supplier relationships on favorable terms will depend on, among

other things, providing suppliers with access to a large, expanding, and highly engaged user base of

frequent travelers, visibility into traveler demand signals, flexible retailing and brand control for their

products offered on our platform, access to new distribution initiatives like NDC, and access to our flexible

platform architecture and integration capabilities to allow suppliers to roll out and test new products,

content, pricing, and other features. In addition, if one or more of our suppliers suffers a deterioration in its

financial condition, changes our contractual commission rate, or terminates its relationship with us, it

could adversely affect our ability to deliver desired travel inventory to our customers as well as our

business, financial condition, and results of operations.

Commissions on sales through GDSs are highly standardized, while direct supplier agreements are

more variable and may involve higher commissions. If industry-wide commissions are reduced, or if we

are unable to enter into favorable direct agreements with new suppliers, our business, financial condition,

and results of operations could be adversely affected. Suppliers may change their commission rates,

whether pursuant to our supplier contracts or more broadly, for a number of reasons, including in

response to macroeconomic factors or changes in their business strategy. As part of strategic shifts,

suppliers may also seek to implement their own direct distribution channels or pivot from intermediary

channels, such as certain GDSs, which may result in negative impacts to our business, such as

reductions in our supply inventory or increased prices by such suppliers on our platform. Such strategic

shifts may reflect supplier efforts to optimize the financial profile of their distribution channels, including by

managing commission rates in a manner that negatively impacts our usage-based revenue. Further

proliferation or market acceptance of new distribution standards like NDC may also result in strategic

shifts by our suppliers, which may negatively impact their relationships with us and are outside of our

control.

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Finally, we typically negotiate or renegotiate our agreements with these suppliers annually or every

several years, depending on the duration of the agreement. No assurances can be given that suppliers

will elect to participate in our platform or that our compensation, access to inventory, or access to

inventory at competitive rates will not be reduced or eliminated in the future. Suppliers may also elect to

reduce the cost of their products or services and therefore reduce our margins, and there can be no

assurance that our agreements with suppliers will not lapse between renewals, which could limit our

inventory. Such providers could seek to charge us for or otherwise restrict access to premium inventory,

increase credit card fees or fees for other services, fail to provide us with accurate booking information, or

otherwise take actions that could increase our operating expenses. As we focus our sales strategy on

targeting and acquiring more of the unmanaged travel market, suppliers may reassess their strategic

positioning with us and result in renegotiations of our contractual terms, including commission rates. Any

of these actions, or other similar actions, could reduce our revenue and margins and could adversely

affect our business, financial condition, results of operations, and prospects.

We have a history of operating losses and may not achieve or sustain profitability in the future.

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 $181.1 million in

fiscal 2025 and $331.6 million in fiscal 2024. We generated net losses of $99.9 million for the six months

ended July 31, 2025 and $92.5 million for the six months ended July 31, 2024. We had an accumulated

deficit of $1,617 million as of January 31, 2025 and $1,717 million as of July 31, 2025. 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 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.

We have a limited history operating our business at its current scale, scope, and complexity in an

evolving market and economic environment, which makes it difficult to evaluate our current

business, plan for future operations and strategic initiatives, predict future results, and evaluate

our future prospects, increasing the risks associated with your investment.

We were incorporated in 2015, launched our Travel offering in 2016, and introduced our Expense

Management offerings in 2020. Travel demand levels have normalized in recent periods, a trend that we

expect to continue, and our recent accelerated growth rates have moderated and may continue to do so

in future periods. Further, in more recent periods, there has been uncertainty and disruption in the political

environment, global economy, and financial markets, which have resulted and may continue to result in

fluctuations in demand for business travel as well as reductions of corporate travel budgets and

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information technology investment. Accordingly, we have limited experience in, and data and results from,

operating our business at its current scale, scope, and complexity and in a rapidly evolving market for

business travel. We also have limited data from, and experience operating our business under current

macroeconomic conditions, including elevated inflation, rising interest rates, and foreign‐exchange

fluctuations, and cannot fully predict how customers and suppliers will operate in this environment. We

have encountered, and expect to continue to encounter risks and uncertainties frequently experienced by

growing companies in rapidly changing industries, such as the risks and uncertainties described herein.

As a result, our ability to plan for future operations and strategic initiatives, predict future results of

operations, and plan for and model future growth in revenue and expenses and prospects is subject to

significant risk and uncertainty as compared to companies with longer and more consistent operating

histories and in more stable macroeconomic environments and industries. These circumstances in turn

limit our ability to accurately predict and plan for our customer demands and, given our usage-based

travel revenue model, our growth rates, revenue, margins, and profitability.

Moreover, while we have invested heavily in our additional offerings beyond travel management,

including our Corporate Payments, Expense Management, Meetings and Events, VIP, and Bleisure

offerings, we are continuing to grow and scale these offerings, and we cannot be certain when, if ever, we

will achieve meaningful scale, customer adoption and expansion, and revenue from such offerings,

particularly as we continue to grow our customer base and as we scale in number of customers served.

Our business and growth strategies are also dependent on continued development, and implementation

and integration of Navan Cognition, our proprietary AI framework for our platform, and related AI features

and functionalities for our platform. While we have invested significantly in our AI framework, features and

functionalities over the past several years, including our Navan Cognition framework, to help drive future

growth in our business and reduce costs, AI technology is expected to continue to rapidly advance. We

may not be successful in maintaining or increasing market acceptance of our platform to satisfy customer

and user demand for integrated AI technologies, features, and functionalities, particularly as competitive

technologies and solutions are introduced. We may also not be successful in properly and effectively

implementing and integrating our AI features and functionalities for our platform as we work to continue

developing them to improve the user and customer experience with our platform and to reduce our costs.

Any of these outcomes could harm our business, results of operations, and financial condition. We also

expect future trends in our revenue, margins, and profitability to vary in ways that we may not anticipate

or predict, which may be driven by our own product or strategic initiatives as well as external factors such

as economic conditions. We also have limited experience in deploying our product-led growth strategy, as

compared to our sales-led growth strategy. As a result, any predictions about our future revenue and

expenses may not be as accurate as they would be if we had a longer operating history at the current

scale, scope, and complexity of our business or operated in a more predictable or stable market.

We have also recently completed several acquisitions of complementary businesses and have also

broadened the scope and extent of our offerings outside of the United States. We have limited experience

operating this expanded business at current scale and in increasing non-U.S. jurisdictions, including

under economic conditions characterized by high inflation or in economic recessions. Certain of our

longer-term strategic initiatives may also be obstructed or have unintended effects in the event of an

economic recession, which we may not be able to predict. If our assumptions regarding these risks and

uncertainties are incorrect or change due to changes in our markets or otherwise, or if we do not address

these risks successfully, our results of operations could differ materially from our expectations and our

business, financial condition, results of operations, and prospects could be adversely affected. We cannot

assure you that we will be successful in addressing these and other challenges we may face in the future.

Our results of operations may fluctuate significantly, which could make our future results difficult

to predict and could cause our results of operations to fall below expectations.

Our results of operations have varied significantly from period to period in the past, and we expect

that our results of operations will continue to vary significantly in the future such that period-to-period

comparisons may not be meaningful. Accordingly, our results of operations in any one quarter should not

be relied upon as indicative of our future performance. Our quarterly results of operations may fluctuate

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as a result of a number of factors, many of which are outside of our control and may be difficult to predict,

including:

• our ability to attract new customers and retain and grow sales within our existing customers;

• our ability to drive adoption of our offerings beyond travel, including our Expense Management

offerings;

• our ability to continue integrating AI into our offerings and expanding our use of AI;

• our ability to maintain and expand our relationships with our suppliers, and to identify and attract

new suppliers;

• changes in overall demand for business travel due to technological changes or changes in

business practices, including as a result of current macroeconomic conditions;

• the occurrence of travel-related accidents or the grounding of aircraft due to safety concerns or

regulatory actions;

• technical and operational disruptions at key transit hubs, including key international airports,

including due to insufficient funding of aviation and other travel or transportation agencies or

governmental bodies;

• fluctuations in demand for, or pricing of, our platform, including the mix of hotel and air travel

booked each quarter;

• seasonal demand fluctuations, such as reduced travel by our users during holiday periods;

• changes in customers’ T&E budgets and IT spending budgets;

• potential and existing customers choosing our competitors’ products and services;

• the development or introduction of new products or services that are easier to use or more

advanced than our platform;

• the adoption or retention of more entrenched or rival services in the international markets where

we compete;

• our ability to control costs, including our operating expenses;

• the amount and timing of payment for operating expenses, particularly research and development

and sales and marketing expenses, including commissions;

• the amount and timing of non-cash expenses, including stock-based compensation;

• the amount and timing of costs associated with recruiting, training, and integrating new

employees, and retaining and motivating existing employees;

• fluctuation in market interest and foreign exchange rates, and the impact of inflation and instability

in the global banking system on the United States and global economies;

• the impact of the geopolitical conflicts, such as the ongoing conflicts in Ukraine and the Middle

East, including related sanctions implemented by other countries, on global travel patterns and

financial markets;

• political unrest or instability;

• our ability to successfully execute acquisitions and integrate acquired businesses, and their

accounting impact on our results of operations, including impairment of goodwill;

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• the impact of new accounting pronouncements or changes in our accounting policies or practices;

• security breaches of, technical difficulties with, or interruptions to, the delivery and use of our

platform;

• our brand and reputation;

• legal and regulatory compliance costs in new and existing markets; and

• general economic conditions, both domestically and internationally, as well as economic

conditions specifically affecting industries in which our customers participate.

Any of these and other factors, or the cumulative effect of some of these factors, may cause our

results of operations to vary significantly. In addition, our quarterly results may fluctuate based on the

relative volume of flights and hotel stays booked on our platform, as we tend to collect higher

commissions on hotel reservations than air travel.

Finally, we expect to incur significant additional expenses due to the increased costs of operating as

a public company. If our quarterly results of operations fall below the expectations of investors and

securities analysts who cover our stock, the price of our Class A common stock could decline

substantially, and we could face costly lawsuits, including securities class action suits, and our business,

financial condition, results of operations, and prospects could be adversely affected.

Future acquisitions, strategic investments, partnerships, collaborations, or alliances could be

difficult to identify and integrate, divert the attention of management, disrupt our business, dilute

stockholder value, and adversely affect our business, financial condition, results of operations, and

prospects.

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, in April 2021, we

acquired Reed & Mackay, or R&M, a global travel management provider headquartered in the United

Kingdom, or the UK, in February 2022, we acquired Comtravo, a modern travel solution in Germany,

Austria, and Switzerland and Resia, a travel agency covering Northern Europe, and in May 2023 we

acquired Tripeur, an India-based travel management company. 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.

We have encountered and may in the future encounter difficulties assimilating or integrating the

businesses, technologies, products and platform capabilities, personnel, or operations of our acquired

companies, assets, and businesses, particularly if key personnel of an acquired company choose not to

work for us, their software is not easily adapted to work with our platform, or we have difficulty retaining

the customers of any acquired business due to changes in ownership, management, or otherwise. We

may also have difficulty establishing our company values with personnel of acquired companies, which

may negatively impact our culture and work environment. Any such transactions that we are able to

complete may not result in any synergies or other benefits we had expected to achieve, which could result

in impairment charges that could be substantial. We have also experienced and may in the future

experience difficulties and delays in integrating acquired companies and their systems into our controls

environment, which may harm our ability to comply with reporting requirements, impact our understanding

of certain details of our business and our ability to plan and forecast, or subject us to regulatory scrutiny.

Moreover, an acquisition, investment, or business relationship may result in unforeseen operating

difficulties and expenditures, including disrupting our ongoing operations, diverting management from

their primary responsibilities, subjecting us to additional liabilities, increasing our expenses, and could

adversely affect our business, financial condition, results of operations, and prospects.

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In addition, the technology and information security systems and infrastructure of businesses we

acquire may be underdeveloped or subject to vulnerabilities, subjecting us to additional liabilities. We

have incurred and could in the future incur significant costs related to the implementation of

enhancements to information security systems and infrastructure of acquired businesses and related to

the remediation of any related security breaches. If security, data protection and information security

measures in place at businesses we acquire are inadequate or breached, or are subject to cybersecurity

attacks, or if any of the foregoing are reported or perceived to have occurred, our reputation and business

could be damaged, and we could be subject to regulatory scrutiny, investigations, proceedings, and

penalties. We may also acquire businesses whose operations may not be fully compliant with all

applicable regulations, including governmental laws and requirements regarding economic and trade

sanctions, anti-money laundering, counter-terror financing, and privacy and security laws, subjecting us to

potential liabilities and requiring us to spend considerable time, effort, and resources to become

compliant.

Acquisitions could also result in dilutive issuances of equity securities or the incurrence of debt, as

well as unfavorable accounting treatment and exposure to claims and disputes by third parties, including

intellectual property claims. In addition, if an acquired business fails to meet our expectations, our

business, financial condition, results of operations, and prospects could be adversely affected.

We plan to continue expanding our international operations which could subject us to additional

costs and risks, and our continued expansion internationally may not be successful.

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 and suppliers outside of the United States was $221.0 million, or 41% of our revenue, and

$184.8 million, or 46% of our revenue, for fiscal years 2025 and 2024, respectively, and was $128.1

million, or 39% of our revenue, and $106.1 million, or 42% of our revenue, for the six months ended July

31, 2025 and 2024, respectively. Outside of the United States, we currently have direct and indirect

subsidiaries in several countries, including Canada, the United Kingdom, France, Germany, Ireland,

Israel, Singapore, India, the United Arab Emirates, Australia, and New Zealand, and have employees in

16 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:

• establishing and maintaining effective controls at foreign locations and the associated increased

costs;

• adapting our platform and offerings to non-U.S. consumers’ preferences and customs;

• localizing our platform and features for specific countries, including translation into foreign

languages, tax, and regulatory updates and associated expenses;

• expanding our platform and offerings to cover travel methods and providers that are not part, or

do not reflect a significant portion, of our offering in the U.S.;

• increased competition from local providers;

• compliance with foreign laws, regulations and licensing requirements;

• adapting to doing business in other languages and/or cultures;

• compliance with the laws of numerous taxing jurisdictions where we conduct business, potential

double taxation of our international earnings, and potentially adverse tax consequences due to

U.S. and foreign tax laws as they relate to our international operations;

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• compliance with anti-bribery laws, such as the U.S. Foreign Corrupt Practices Act of 1977, or the

FCPA, and the UK Bribery Act 2010, or the UK Bribery Act, by us, our team members, our

suppliers, and our other partners;

• difficulties in staffing and managing global operations and the increased travel, infrastructure, and

compliance costs associated with multiple international locations;

• r egulatory and other delays and difficulties in setting up foreign operations;

• complexity and other risks associated with current and future foreign legal requirements, including

legal requirements related to data privacy and security frameworks, such as the European Union,

or the EU, and UK General Data Protection Regulations, and other data privacy and security laws

that impose different and potentially conflicting obligations with respect to how personal data is

processed or require that customer data be stored in a designated territory ;

• currency exchange rate fluctuations and related effects on our results of operations;

• economic and political instability in some countries;

• the uncertainty of protection for intellectual property rights in some countries and practical

difficulties of enforcing rights abroad; and

• other costs of doing business internationally.

These factors and other factors have historically posed and may in the future pose challenges to

growing our international operations organically, and could harm our international operations and,

consequently, negatively impact our business, results of operations, and financial condition. As we seek

to continue to expand internationally, we will likely encounter unexpected challenges and expenses due

to local regulations, requirements, practices, and markets. Further, we may incur significant operating

expenses as a result of our international expansion, and it may not be successful. We also hold cash and

cash equivalents internationally, and in some cases, such liquidity resources may not be easily

transferred across jurisdictions, which may negatively impact our financial condition and results of

operations. We have limited experience with regulatory environments and market practices

internationally, and we may not be able to penetrate or successfully operate in new markets. If we are

unable to continue to expand internationally and manage the complexity of our global operations

successfully, our business, financial condition, results of operations, and prospects could be adversely

affected.

Failure to effectively develop and expand our sales and marketing capabilities could harm our

ability to increase our customer base and achieve broader market acceptance of our platform.

Our ability to increase our customers and achieve broader market acceptance of our platform will

depend to a significant extent on our ability to expand our sales and marketing teams and to deploy our

sales and marketing resources efficiently. We intend to continue investing significantly in our sales force

and capabilities to land customers with our Travel offering and expand their adoption, usage of, and

engagement with additional offerings. Our growth and business strategy are dependent on our ability to

successfully execute our sales strategies at increasing scale.

Successfully executing our sales and marketing strategy requires strong leadership, alignment across

our sales and marketing functions, and the ability to scale across diverse customer types, channels, and

geographies. If we are unable to recruit, hire, develop, and retain high-performing sales or marketing

personnel, if our new sales or marketing personnel are unable to achieve desired productivity levels in a

reasonable period of time, or if our sales and marketing leaders fail to execute our sales strategies

effectively, our ability to attract new customers and expand usage of and engagement with our offerings

could be harmed.

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We have historically focused our customer acquisition strategy on targeting mid-size and larger

customers with a direct sales-led motion via our dedicated sales team. These customers often have a

travel and expense vendor already and are sometimes characterized by more complex customer

requirements, higher upfront sales costs, and less predictability in the timing or likelihood of expanding

their usage of and engagement with additional offerings following adoption of our Travel offering. In

certain circumstances, a larger enterprise or company’s decision to initially adopt our platform, particularly

our Travel offering, and expand their usage of and engagement with additional offerings, may be a

company-wide decision, requiring additional education regarding the use and benefits of our platform for

managing their business travel spend. As a result, the length of our sales cycle and ramp time for usage

of and engagement with additional offerings has varied, and may continue to vary, significantly from

customer to customer depending on the size and type of the customer. We have also more recently

begun deploying our PLG go-to-market strategy to acquire new customers who have traditionally been

unmanaged, meaning they have historically not used any travel and expense vendor or solution. Our

success depends on our ability to maintain brand trust, execute effective growth marketing, deliver a

flexible and intuitive platform experience, and demonstrate tangible cost savings and differentiated

technology at scale, including compared to those of our competitors. These customers demand flexible

deployment of our offerings within their companies and prioritize ease of use, particularly self-service

implementation tools, to roll out our offerings across their employee base at their own pace. While we

may adjust our sales strategies from time to time, including investing in newer motions such as our PLG

strategy and targeting different customer channels, we have historically acquired the majority of our

customers through our SLG strategy and expect such strategy and related customer channels to remain

an important driver for new customer growth in the future. If we fail to allocate sufficient sales and

marketing funds and resources to our SLG sales strategy, including due to prioritization of other sales

strategies that do not generate meaningful return on our investment, our growth, including in new

customer acquisition, and our business could be harmed.

We also dedicate significant resources to sales and marketing programs, including digital advertising

services. The effectiveness and cost of these programs may fluctuate due to competition for key search

terms, changes in search engine use, and changes in the search algorithms used by major search

engines. We have limited experience conducting broad brand marketing campaigns and other marketing

initiatives. Even if we successfully increase revenue as a result of our paid marketing efforts, it may not

offset the additional marketing expenses we incur. Our marketing campaigns may also be long-term

endeavors, and we may not be able to accurately assess the success of these campaigns for several

periods. If we are not able to effectively develop our sales and marketing capabilities and implement our

marketing strategies, our business, financial condition, results of operations, and prospects could be

adversely affected.

If we fail to adapt and respond effectively to rapidly changing technology, evolving industry

standards, and changing customer needs or preferences, our platform may become less

competitive.

The business software and travel industries are subject to rapid technological change, evolving

industry standards and practices, and changing customer needs and preferences. The success of our

business will depend, in part, on our ability to adapt and respond effectively to these changes by

continually modifying and enhancing our platform and offerings to keep pace with changes in hardware

systems and software applications, AI, database technology, and evolving technical standards and

interfaces on a timely basis. If we are unable to develop and market new technology, features, and

functionality for our platform that keep pace with rapid technological and industry change and satisfy our

customers, our revenue, and results of operations could be adversely affected. If new technologies

emerge that deliver competitive products at lower prices, with more use cases, more efficiently, more

conveniently, or more securely, it could adversely impact our ability to compete.

We have incorporated AI-based solutions into our offerings, including through our Navan Cognition

framework powering our virtual agents, including our virtual agent chatbot software. As with many

innovations, AI presents risks, challenges, and unintended consequences that could impact our

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successful ability to 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 ours. We have made significant investments in our AI

technology, including in our Navan Cognition framework powering our virtual agents, including our virtual

agent chatbot software, which are critical tools in the efficient scaling of our platform. Our ability to employ

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 need to continuously 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.

Our corporate card offering exposes us to credit risk and other risks related to customers' ability to

pay the balances incurred on their corporate cards.

We offer our corporate card product to a wide range of businesses, and the success of this product

depends on our ability to effectively manage related risks and detect fraud. The credit decision-making

process for our corporate card uses proprietary risk assessment methodologies and other techniques

designed to analyze the credit risk of specific businesses based on, among other factors, their past

purchase and transaction history. In addition, we bear the entire credit risk and are liable to the issuing

bank to settle the transaction and may incur losses as a result of claims from the issuing banks. While we

would seek to recover losses from a customer, we may not fully recover them if a customer is unwilling or

unable to pay due to their financial condition. Because we are liable to the issuing bank, we may also

bear the risk of losses if a customer does not provide payment due to fraudulent or disputed transactions.

We are also subject to risk from fraudulent acts of employees or contractors. Additionally, criminals are

using increasingly sophisticated methods to engage in illegal activities which they may use to target us,

including “skimming,” counterfeit payment cards, phishing schemes, and identity theft. A single, significant

incident or a series of incidents of fraud or theft involving our corporate cards could result in reputational

damage to us, potentially reducing the use and acceptance of our corporate card offering or lead to

greater regulation that would increase our compliance costs. Fraudulent activity could also result in the

imposition of regulatory sanctions, including significant monetary fines. The foregoing could harm our

business, results of operations, and financial condition.

Additionally, our funding model relies on a variety of funding arrangements, including warehouse

facilities and purchase arrangements, with a variety of funding sources. Any significant underperformance

of the card receivables we own may adversely impact our relationship with such funding sources and

result in an increase in our cost of financing, a modification or termination of our existing funding

arrangements or our ability to procure funding, which could adversely affect our business, financial

condition, results of operations, and prospects.

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While we have entered into redundant relationships with third-party partners and issuing banks for

our corporate cards, if we lose any of these services, or if the card network ceases to support our

cards, our business, results of operations, financial condition, and growth prospects could be

harmed.

Our corporate card is an important element of our growth strategy. We have entered into card issuing

agreements with bank program managers and issuing banks for card issuing, compliance, transaction

settlement, and related services. Those agreements include significant security, compliance, and

operational obligations, including adherence on short notice to evolving regulatory requirements. If we are

not able to comply with those obligations or our agreements with the third-party bank program managers

and issuing banks are suspended, limited, or otherwise terminated for any reason (including, but not

limited to, the failure by an issuing bank to comply with applicable regulations), we could experience

service interruptions, delays, and additional expenses in arranging new services. As a result, we may be

unable to replace these services on competitive terms, or at all, which could adversely affect our

business, financial condition, results of operations, and prospects.

Our Navan Connect service enables customers to connect their non-Navan corporate cards to our

expense management platform to automate reporting and, in some cases, enable the creation of virtual

cards for travel bookings on our platform. We do not bear the credit risk or the risk of card losses on cards

enrolled in Navan Connect. These cards are issued independently from Navan, and accordingly, we do

not have agreements in place that would make Navan liable for those cards' transactions. We do not earn

revenue from interchange on cards enrolled in Navan Connect. Navan Connect depends on us

maintaining contractual relationships with card networks and card providers, and if a card network or card

provider suspends or terminates its agreement with us, our business, financial condition, results of

operations, and prospects could be harmed.

Dependence on third-party service providers by us and our suppliers involves risks, including

security incidents, service disruptions, and operational failures that could compromise confidential

information, disrupt critical business operations, and damage our reputation. Interruptions or

delays in these services have impaired and may in the future impair the delivery of our platform,

harming our business.

We host our platform using third-party cloud infrastructure services. All of our offerings utilize

resources operated by us through these providers. We therefore depend on our third-party cloud

providers’ ability to protect their data centers against damage or interruption from natural disasters, power

or telecommunications failures, criminal acts, and similar events. Our operations depend on protecting the

cloud infrastructure hosted by such providers by maintaining their respective configuration, architecture,

and interconnection specifications, as well as the information stored in these virtual data centers and

transmitted by third-party internet service providers. We have periodically experienced service disruptions

in the past, and we cannot assure you that we will not experience interruptions or delays in our service in

the future. We may also incur significant costs for using alternative equipment or taking other actions in

preparation for, or in reaction to, events that damage the data storage services we use. Although we have

disaster recovery plans that utilize multiple data storage locations, an incident affecting our backup data

storage locations that may be caused by fire, flood, severe storm, earthquake, power loss,

telecommunications failures, unauthorized intrusion, computer viruses, disabling devices, natural

disasters, military actions, terrorist attacks, negligence, and other similar events beyond our control could

negatively affect our platform.

Beyond cloud hosting, we rely on numerous third parties to operate our critical business systems and

process confidential and personal information, such as payment processors that handle customer credit

card payments, cloud service providers, and customer care centers. Our ability to monitor these third

parties' information security practices is limited, creating significant exposure to potential security events,

disruptions, or outages outside our direct control. These third parties may inappropriately access

confidential and personal information or may lack adequate security measures, potentially leading to

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security incidents that compromise the confidentiality, integrity, or availability of systems they operate for

us or the information they process on our behalf.

For example, the CrowdStrike incident and resulting systems outage in July 2024 significantly

impacted airline operations and forced several major carriers to ground flights for a prolonged period.

While we were not the source of that incident and the CrowdStrike incident did not have a direct impact

on our operations, disruptions of this nature could in the future significantly affect our ability to provide

timely travel services to customers who rely on our platform for booking, itinerary management and

support. Substantial or sustained failures caused by third-party software issues, airline infrastructure

outages or vulnerabilities in our systems could lead to service delays, reduced functionality, customer

frustration and reduced trust in our platform. Any prolonged service disruption affecting our platform for

any of the foregoing reasons could damage our reputation with current and potential customers, expose

us to liability, or cause us to lose or otherwise harm our business. Also, in the event of damage or

interruption, our insurance policies may not adequately compensate us for any losses that we may incur.

Such failures could adversely affect our business, financial condition, results of operations, and

prospects.

Supply chain attacks targeting service providers have increased in both frequency and severity in

recent years. We cannot guarantee that our service providers' infrastructure or the infrastructure of their

partners has not been compromised. While we may be entitled to damages if our third-party service

providers fail to satisfy their privacy or security-related obligations to us, we cannot be certain that our

applicable contracts with these third parties will adequately limit our data security-related liability or

provide sufficient mechanisms for indemnification or recovery from losses they cause us to incur.

Our platform is accessed by many customers, often at the same time. Any interruptions or delays in

access to our platform, including due to third-party provider failures or incidents, could impede our ability

to grow our business and scale our operations. If our third-party infrastructure service agreements are

terminated, or there is a lapse of service, interruption of internet service provider connectivity, or damage

to data centers, we could experience interruptions in access to our platform as well as delays and

additional expense in arranging new facilities and services.

Given the increasingly international nature of our business, we may also partner with local travel

management companies in specific geographies that may not meet the cybersecurity controls expected or

required by our suppliers and customers. These local partners may operate under different regulatory

frameworks and security standards that don't align with our requirements or customer and supplier

expectations, creating additional vulnerability points in our overall security posture. Security incidents

involving these international partners could damage customer trust, result in regulatory violations across

multiple jurisdictions, and create complex legal challenges due to varying international privacy laws if data

these international partners process on our behalf is impacted.

We may not successfully develop or introduce new offerings, services, features, integrations,

capabilities, and versions of our existing offerings that achieve market acceptance, and our

business could be harmed and our revenue could suffer as a result.

Our ability to attract new customers and increase revenue from existing customers depends in large

part upon the successful development, introduction and customer acceptance of new offerings, services,

features, integrations, capabilities, and versions of our existing offering. Unexpected delays in releasing

new or enhanced offerings, or errors following their release, could result in loss of sales, delay in market

acceptance of our platform, or customer claims against us, any of which could harm our business. The

success of any new product, service, feature, integration, capability, or version depends on several

factors, including timely completion and delivery, competitive pricing, adequate quality testing, integration

with existing technologies, proper marketing of the offering, and market acceptance. For example, our

Bleisure offering is a nascent offering, and there can be no assurance that it will reach the level of

customer adoption that it was designed to achieve. We may not be able to develop new offerings

successfully or to introduce and gain market acceptance of new offerings in a timely manner, or at all. If

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we are unable to expand our offerings in a manner that increases retention of existing customers and

attracts new customers, or successfully drives adoption by our travel management customers of our

expense management and corporate card offerings, our business, financial condition, results of

operations, and prospects could be adversely affected.

Our business is affected by seasonality.

Our business has historically been influenced by seasonality, primarily related to seasonal travel

trends of business travelers, as our users typically travel less during holiday periods, though this effect

varies regionally. As a result, our travel revenue has historically been stronger in the third fiscal quarter.

Additionally, a portion of the revenue from our expense management offerings is driven by the volume of

corporate card spending processed by our expense management platform, which tends to decrease

during periods of decreased business travel. In addition, demand for travel generally fluctuates based on

a number of factors, including periods of perceived or actual adverse economic conditions and times of

political or economic uncertainty. As a result of quarterly fluctuations caused by these and other factors,

comparisons of our results of operations across different fiscal quarters may not be accurate indicators of

our future performance. Furthermore, our rapid growth in recent years may obscure the extent to which

seasonality trends have affected our business and may continue to affect our business. Accordingly,

yearly or quarterly comparisons of our results of operations may not be useful and our results in any

particular period will not necessarily be indicative of the results to be expected for any future period.

Seasonality in our business can also be affected by introductions of new or enhanced offerings, including

the costs associated with such introductions.

Our business depends on a strong brand, and if we are not able to maintain and enhance our

brand, our ability to maintain and expand our base of customers may be impaired, and our

business and results of operations will be harmed.

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 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.

Additionally, our brand could be damaged by incidents involving our suppliers, particularly if the

incidents receive considerable negative publicity or result in litigation, some of which may occur in the

ordinary course of our business or the business of our suppliers and other partners. In addition, our failure

to provide timely and sufficient support services to our users and customers in connection with travel

delays and incidents could harm our brand and reputation. Such incidents may arise from events that are

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or may be beyond our control, such as actions taken (or not taken) by one or more suppliers, including

flight delays and cancellations. If we fail to promote and maintain the Navan brand, or if we incur

excessive expenses in this effort, we may fail to attract or retain customers necessary to realize a

sufficient return on our brand-building efforts or to achieve the widespread brand awareness that is critical

for broad customer adoption of our platform and features. We anticipate that, as our market becomes

increasingly competitive, maintaining and enhancing our brand may become more difficult and expensive.

We face significant competition in the markets we serve, and if we do not compete effectively, our

business, results of operations, and financial condition could be harmed.

Our offerings address a highly competitive market with entrenched incumbent industry participants,

ranging from legacy service providers to more modern software companies. Some of our competitors may

have access to more financial resources, greater name recognition, and better-established customer

bases in their target segments, differentiated business models, technology, and other capabilities or a

differentiated geographic coverage, which may make it difficult for us to retain or attract new customers.

In addition, competitors are increasingly using AI and automation to improve service quality and reduce

operational costs, allowing them to deliver more personalized user experiences or more efficient support

at scale. New AI-native entrants may bypass traditional models and gain traction quickly, particularly in

the unmanaged travel market, including by offering products that more effectively streamline the travel

booking and expense management process using AI or other digital-native tools. At the same time,

legacy competitors may continue to benefit from their brand strength, customer relationships, and market

influence while integrating AI into their offerings, particularly if certain enterprise customers continue to

favor traditional offline travel management services. Our travel suppliers may also seek to develop and

implement or further invest in existing direct distribution channels. If we cannot compete effectively, our

business, financial condition, results of operations, and prospects could be adversely affected.

In travel management, we currently compete, and will continue to compete, with a variety of travel

and travel-related companies, including other corporate travel management service providers such as

BCD Group, Global Business Travel Group, Inc., and SAP Concur, traditional travel agencies, and

emerging and established online travel agencies. We compete, to a lesser extent, with credit card loyalty

programs, online travel search and price comparison services, facilitators of alternative accommodations

such as short-term home or condominium rentals, and social media and e-commerce websites, as well as

direct-booking platforms from hotel chains and airlines.

In addition, our expense management and corporate card offerings face significant competitive

challenges from do-it-yourself approaches as well as companies that provide traditional horizontal

platform solutions with expense management features, such as Expensify, Oracle, and SAP, corporate

card providers, and expense management solutions, such as Brex and Ramp. Moreover, some travelers

may prefer to use their existing travel rewards credit cards to book rather than our corporate card, even if

their personal rewards from our expense management offerings would be superior. It is difficult to predict

adoption rates and demand for our expense management offerings, the future growth rate and size of the

market for expense management and other pre-accounting products, or the entry of competitive offerings.

Some traditional horizontal platform solutions with expense management features have substantially

greater revenue, personnel, and other resources than we do. We also face competition from a growing

number of other businesses offering expense management solutions and corporate cards. Some of these

companies are using AI to automate workflows and deliver more adaptive user experiences, which may

shift customer expectations and alter how expense management solutions are evaluated and adopted.

With the introduction of new technologies and the entry of new companies into the market, we expect

competition to persist and intensify. Additionally, it is possible that larger companies with substantial

resources that operate in adjacent accounting, finance, or compliance verticals may decide to pursue

expense management automation and become immediate, significant competitors. Merger and

acquisition activity in the technology industry could increase the likelihood that we compete with other

large technology companies.

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We cannot assure you that we will be able to compete successfully against any current, emerging,

and future competitors or provide sufficiently differentiated products and services to our customer base in

any of the markets we serve. Increasing competition from current and emerging competitors,

consolidation of our competitors, the introduction of new technologies, and the continued expansion of

existing technologies may force us to make changes to our business model, which could adversely affect

our business, financial condition, results of operations, and prospects.

If our customers or users of our platform engage in, or are subject to, fraud, criminal activity, or

inappropriate conduct, our reputation, brand, business, financial condition, and results of

operations could be harmed.

We are not able to control or predict the actions of our customers or users during their engagement

with our platform or otherwise. We face the risk of criminal activity, fraud, and inappropriate conduct from

users or individuals impersonating users on our platform. Such risks include identity theft, use of stolen or

fraudulent credit card data, social engineering attacks to gain unauthorized account access, and

fraudulent exploitation of our payment card programs. This conduct has in the past involved, and may in

the future involve, coordinated and complex fraud schemes that are difficult to detect and prevent. Given

their complexity, such schemes have in the past persisted, and future schemes may also persist, for

lengthy periods prior to detection. If our platform is perceived as a conduit for such activity or if we fail to

effectively detect and prevent these threats, our brand reputation could be seriously damaged, resulting in

negative press coverage, customer attrition, damage to our supplier relationships, and reduced market

confidence. The financial impact of such fraudulent activities is often difficult to quantify quickly or with

precision due to the complexity of certain of these schemes. Consequently, the negative effects on our

financial results may continue into future periods or have a greater impact than initially anticipated, even

after the fraudulent activity has been terminated. If the fraudulent activity occurs through systems

controlled by any of our partners, such as our suppliers, we may be unable to remediate or prevent this

activity in a timely manner or at all due to limitations in, or our ability to, interact with such systems. The

process of identifying the full scope of losses often requires extensive investigation, potentially delaying

financial reporting and creating additional operational challenges.

Our failure to adequately detect, address, or prevent these fraudulent transactions could result in

multiple adverse consequences beyond direct financial losses, including:

• significant damage to our reputation and brand trust;

• litigation and regulatory action across multiple jurisdictions;

• errors in financial statements potentially requiring corrections or restatements;

• delays in preparing and filing periodic reports;

• failures to meet our reporting and other obligations as a public company; and

• additional expenses for remediation and enhanced security measures.

These risks extend beyond direct fraud against our systems. If criminal, inappropriate, or other

negative incidents occur due to the conduct of customers, users, suppliers, or other third parties using our

platform, our ability to attract and retain business relationships may be harmed. These incidents can

significantly undermine confidence in our services, even when we are not directly at fault.

As our platform continues to grow in scale and geographic reach, the sophistication and variety of

potential fraud schemes will likely evolve in parallel. This requires continuous investment in fraud

detection technologies, security protocols, and specialized personnel to protect our platform integrity and

financial stability. The travel industry is particularly vulnerable to these risks due to the high transaction

values and complex payment systems involved, making effective fraud prevention a critical component of

our operational strategy and long-term business viability. If criminal, inappropriate, or other negative

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incidents occur due to the conduct of third parties, our ability to attract and retain customers may be

harmed, and our reputation, business, and financial results could be harmed.

If the prices we charge in connection with our offerings are unacceptable to our customers, our

business, financial condition, and results of operations may be adversely impacted.

We primarily generate revenue through commissions received from our suppliers based on the dollar

volume of bookings made by users on our platform as well as per-trip or per-transaction fees from

customers for access to our travel management platform or on-demand travel management services. We

also generate revenue from annual subscription fees paid by our customers for access to our expense

management offerings. As the market for our platform matures, or as new or existing competitors

introduce new products or services that compete with ours, we may experience pricing pressure and be

unable to renew our agreements with existing customers or attract new customers at prices that are

consistent with our pricing model and operating budget. Moreover, our pricing strategy may come under

pressure due to industry developments or macroeconomic conditions that are out of our control, including

changes in available travel inventory, changes in inventory network standards like the NDC, reduced

commission rates, or changes to interchange fees, as well as overall inflation and budget constraints

impacting customers in an uncertain macroeconomic environment. Our pricing strategy for existing and

new offerings we introduce may prove to be unappealing to our customers, and our competitors could

choose to bundle certain products and services competitive with ours. If this were to occur, it is possible

that we would have to change our pricing strategies or reduce our prices, which could adversely affect our

business, financial condition, results of operations, and prospects.

We track certain performance metrics with internal tools and do not independently verify such

metrics. Certain of our performance metrics are subject to inherent challenges in measurement,

and real or perceived inaccuracies in such metrics may harm our reputation and negatively affect

our business.

Our internal tools have a number of limitations and our methodologies for tracking these metrics may

change over time, which could result in unexpected changes to our metrics, including the metrics we

report. We calculate and track performance metrics with internal tools, which are not independently

verified by any third party. While we believe our metrics are reasonable estimates of our business and

financial performance for the applicable period of measurement, the methodologies used to measure

these metrics require significant judgment and may be susceptible to algorithm or other technical errors.

For example, the accuracy and consistency of our performance metrics may be impacted by changes to

internal assumptions regarding how we account for and track customers, limitations on system

implementations, and limitations on third-party tools’ ability to match our database. If the internal tools we

use to track these metrics undercount or overcount performance or contain algorithmic or other technical

errors, the data we report may not be accurate. In addition, limitations or errors with respect to how we

measure data (or the data that we measure) may affect our understanding of certain details of our

business, which could affect our longer-term strategies. If our performance metrics are not accurate

representations of our business or growth trends; if we discover material inaccuracies in our metrics; or if

the metrics we rely on to track our performance do not provide an accurate measurement of our business,

our reputation may be harmed, we may be subject to legal or regulatory actions, and our business,

financial condition, results of operations, and prospects could be adversely affected.

Our estimates of market opportunity and forecasts of market growth included in this prospectus

may prove to be inaccurate, and even if the markets in which we compete achieve the forecasted

growth, our business could fail to grow at similar rates, if at all.

The estimates of market opportunity and forecasts of market growth included in this prospectus may

prove to be inaccurate. Market opportunity estimates and growth forecasts included in this prospectus,

including those we have generated ourselves or that include our data, are subject to significant

uncertainty and are based on assumptions and estimates that may not prove to be accurate, including the

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risks described herein. Even if the markets in which we compete achieve the forecasted growth, our

business could fail to grow at similar rates, if at all.

The variables that go into the calculation of our market opportunity are subject to change over time,

and there is no guarantee that any particular number or percentage of addressable customers or travelers

covered by our market opportunity estimates will purchase our offerings at all or generate any particular

level of revenue for us. Any expansion in the markets in which we operate depends on a number of

factors, including the cost, performance, and perceived value associated with our platform and those of

our competitors. Even if the markets in which we compete meet the size estimates and growth forecasts,

our business could fail to grow at similar rates, if at all. Our growth is subject to many factors, including

our success in implementing our business strategy, which is subject to many risks and uncertainties.

Accordingly, our forecasts of market growth included in this prospectus should not be taken as indicative

of our future growth.

Risks Related to Our People

If we lose Ariel Cohen, our co-founder and Chief Executive Officer, or other key members of our

management team or are unable to attract and retain executives and employees we need to

support our operations and growth, our business may be harmed.

Our success and future growth depend upon the continued services of our management team and

other key employees throughout our organization. The loss of key personnel, including key members of

our management team or members of our board of directors, as well as certain of our key marketing,

sales, finance, support, product development, human resources, or technology personnel, could disrupt

our operations and have a negative impact on our ability to grow our business. In particular, Ariel Cohen,

our co-founder and Chief Executive Officer, is critical to our overall management, as well as the continued

development of our platform, offerings, culture, and strategic direction. Additionally, certain key members

of our management team are based in, or spend considerable time in, Israel, including at our office in Tel

Aviv, and the escalating military conflict between Iran and Israel may impact their safety and availability,

potentially disrupting our operations and business continuity. From time to time, there may be changes in

our management team resulting from the hiring or departure of executives and key employees, which

could disrupt our business. In addition, we may face challenges retaining senior management of

companies we acquire. Our senior management and key employees are employed on an at-will basis. We

currently do not have “key person” insurance for any of our employees. Certain of our key employees

have been with us for a long period of time and have fully vested stock options or other long-term equity

incentives that may cease to be as attractive once we are a public company and such awards are publicly

tradable. The loss of our founders, or one or more of our senior management, key members of senior

management of acquired companies, or other key employees could harm our business, and we may not

be able to find adequate replacements. To retain our senior management and key employees, we may

also decide to provide them with certain compensation types and structures that may be perceived

negatively by certain stakeholders or advisory groups or result in stockholder complaints or disputes,

which could negatively impact our reputation, stock price, and business. We cannot ensure that we will be

able to retain the services of any members of our senior management or other key employees or that we

would be able to timely replace members of our senior management or other key employees should any

of them depart.

In addition, to execute our business strategy, we must attract and retain highly qualified personnel.

Competition for highly skilled personnel is intense, especially in the San Francisco Bay Area where we

are headquartered, and where we have a need for highly skilled personnel, and we may not be

successful in hiring or retaining qualified personnel to fulfill our current or future needs. We compete with

many other companies for software developers with high levels of experience in designing, developing,

and managing cloud-based software and payment systems, as well as for skilled legal and compliance

and risk operations professionals. We may also face increased competition for personnel from other

companies which adopt approaches to remote work that differ from ours. In addition, the current

regulatory environment related to immigration is uncertain, including with respect to the availability of

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certain visas. Many of the companies with which we compete for experienced personnel have greater

resources than we do and can frequently offer such personnel substantially greater compensation than

we can offer.

In addition, job candidates and existing employees often consider the value of the equity awards they

receive in connection with their employment. If the perceived value of our equity or equity awards

declines, experiences significant volatility, or increases such that prospective employees believe there is

limited upside to the value of our equity awards, it may adversely affect our ability to recruit and retain

highly skilled employees. If we fail to attract new personnel or fail to retain and motivate our current

personnel, our business and future growth prospects would be severely harmed. Inflationary pressures, or

stress over economic, geopolitical, or pandemic-related events such as those the global market is

currently experiencing, may also result in employee attrition. Further, our competitors may be successful

in recruiting and hiring members of our management team or other key employees, and it may be difficult

for us to find suitable replacements on a timely basis, on competitive terms, or at all. If we fail to identify,

attract, develop, and integrate new personnel, or fail to retain and motivate our current personnel, our

growth prospects would be adversely affected, which could adversely affect our business, financial

condition, results of operations, and prospects.

Our management team has limited experience managing a public company.

Our management team has limited experience managing a publicly traded company, interacting with

public company investors and securities analysts, and complying with the increasingly complex laws

pertaining to public companies. These new obligations and constituents require significant attention from

our management team and could divert their attention away from the day-to-day management of our

business, which could adversely affect our business, financial condition, results of operations, and

prospects.

Our company values have contributed to our success. If we cannot maintain these values as we

grow, we could lose certain benefits we derive from them, and our employee turnover could

increase, which could harm our business.

We believe that our company values have been and will continue to be a key contributor to our

success. We have rapidly increased our workforce across all departments, and we expect to continue to

hire across our business. Our anticipated headcount growth, combined with our transition from a

privately-held to a publicly-traded company, may result in changes to certain employees’ adherence to

our core company values. If we do not continue to maintain our adherence to our company values as we

grow, including through any future acquisitions or other strategic transactions, we may experience

increased turnover in a portion of our current employee base and may not continue to be successful in

hiring future employees. Moreover, many of our employees may be eligible to receive significant proceeds

from the sale of Class A common stock in the public markets following this offering. This may lead to

higher employee attrition rates. If we do not replace departing employees on a timely basis, our business

and growth may be harmed.

Risks Related to Privacy, Cybersecurity, and Intellectual Property

We are subject to stringent and changing privacy and security laws, regulations, standards,

policies, and contractual obligations related to data privacy and security. Our actual or perceived

failure to comply with such obligations could lead to government investigations or enforcement

actions, a disruption of our services, private litigation, changes to our business practices,

increased costs of operations, adverse publicity, limitations on the use or adoption of our services,

and other negative effects on our results of operations and business.

Our customers and travelers store personal, business, financial, and other sensitive information on

our platform. In addition, we receive, store, and otherwise process personal and business information and

other data, including sensitive, proprietary, or confidential information from and about actual and

prospective customers and travelers, in addition to our employees and service providers. Our handling of

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such information is subject to a variety of evolving privacy and security laws and regulations, including

regulation by various government agencies, such as the U.S. Federal Trade Commission and various

state, local, and foreign governments. New or proposed laws and regulations are subject to differing

interpretations and may be inconsistent among jurisdictions, and guidance on implementation and

compliance practices are often updated or otherwise revised, which adds to the complexity of processing

personal information. Moreover, we publish privacy and security policies, representations, certifications,

standards, publications, contracts, and other obligations to third parties related to privacy and security.

Regulators in the United States are increasingly scrutinizing these statements, and if these policies,

materials or statements are found to be deficient, lacking in transparency, deceptive, unfair, misleading,

or misrepresentative of our practices, we may be subject to investigation, enforcement actions by

regulators or other adverse consequences.

In the United States, numerous federal and state laws and regulations, including state personal

information laws, state data breach notification laws, federal and state consumer protection laws and

regulations, and other similar laws (such as wiretapping laws) govern the collection, use, disclosure, and

protection of personal information. Numerous U.S. states have enacted comprehensive privacy laws that

impose certain obligations on covered businesses, including providing specific disclosures in privacy

notices and affording residents with certain rights concerning their personal data. As applicable, such

rights may include the right to access, correct, or delete certain personal data, and to opt-out of certain

data processing activities, such as targeted advertising, profiling, and automated decision-making. The

exercise of these rights may impact our business and ability to provide our products and services. Certain

states also impose stricter requirements for processing certain personal data, including sensitive

information, such as conducting data privacy impact assessments. These state laws allow for statutory

fines for noncompliance. For example, in California, the California Consumer Privacy Act, or the CCPA,

requires, among other things, that covered businesses provide disclosures to California residents and

afford residents abilities to opt-out of certain sales of personal information, and gives California residents

the ability to limit use of certain sensitive information. The CCPA provides for fines and allows private

litigants affected by certain data breaches to recover significant statutory damages. These laws

demonstrate the evolving regulatory environment related to personal information and make it difficult to

predict the impact of such laws on our business or operations. Such complexities have required and may

continue to require us to modify our data-processing practices and policies and to incur substantial costs

and expenses in an effort to comply. Similar laws are being considered in several other states, as well as

at the federal and local levels, and we expect more states to pass similar laws in the future.

In addition, several foreign countries and governmental bodies, including the EU, and the UK, 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 2016/679, or the EU

GDPR, the United Kingdom (UK) 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.

For example, the EU GDPR and the UK GDPR impose stringent requirements for controllers and

processors of personal data of individuals within the European Economic Area, or EEA, and the UK,

respectively, and non-compliance may trigger robust regulatory investigation or enforcement and fines of

up to the greater of €20 million or 4% of the annual global revenue in respect of the EU GDPR, and up to

the greater of £17.5 million or up to 4% of annual global revenue in respect of the UK GDPR. Companies

that violate the EU GDPR or the UK GDPR can also face prohibitions on data processing and other

corrective action, such as class action lawsuits brought by classes of data subjects or by consumer

protection organizations authorized at law to represent their interests. Other countries outside of Europe

increasingly emulate European data protection laws. As another example, the General Data Protection

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Law (Lei Geral de Proteção de Dados Pessoais, or “LGPD”) (Law No. 13,709/2018) applies to our

operations. The LGPD broadly regulates processing personal data of individuals in Brazil and imposes

compliance obligations and penalties comparable to those of the EU GDPR. The Swiss Federal Act on

Data Protection, or the FADP, also applies to the collection and processing of personal data, including

health-related information, by companies located in Switzerland, or in certain circumstances, by

companies located outside of Switzerland. We also have operations in Singapore and may be subject to

new and emerging data privacy regimes in Asia, including Singapore’s Personal Data Protection Act. As a

result, operating our business or offering our services in Europe or other countries with similar data

protection laws would subject us to substantial compliance costs and potential liability and may require

changes to the ways we collect and use personal information.

In the ordinary course of business, we transfer personal data from Europe and other jurisdictions to

the United States or other countries. Europe and other jurisdictions have enacted laws requiring data to

be localized or limiting the transfer of personal data to other countries. In particular, the EEA and the UK

have significantly restricted the transfer of personal data to the United States and other countries whose

privacy laws it generally believes are inadequate. Other jurisdictions may adopt or have already adopted

similarly stringent data localization and cross-border data transfer laws. Although there are currently

various mechanisms that may be used to transfer personal data from the EEA and UK to the United

States in compliance with law, such as the EEA standard contractual clauses, the UK’s International Data

Transfer Agreement / Addendum, and the EU-U.S. Data Privacy Framework and the UK extension

thereto (which allows for transfers to relevant U.S.-based organizations who self-certify compliance and

participate in the Framework), these mechanisms are subject to legal challenges, and there is no

assurance that we can satisfy or rely on these measures to lawfully transfer personal data to the United

States. If there is no lawful manner for us to transfer personal data from the EEA, the UK or other

jurisdictions to the United States, or if the requirements for a legally-compliant transfer are too onerous,

we could face significant adverse consequences, including the interruption or degradation of our

operations, the need to relocate part of or all of our business or data processing activities to other

jurisdictions (such as Europe) at significant expense, increased exposure to regulatory actions,

substantial fines and penalties, the inability to transfer data and work with partners, vendors, and other

third parties, and injunctions against our processing or transferring of personal data necessary to operate

our business. Additionally, companies that transfer personal data out of the EEA and UK to other

jurisdictions, particularly to the United States, are subject to increased scrutiny from regulators, individual

litigants, and activist groups. Some European regulators have ordered certain companies to suspend or

permanently cease certain transfers out of Europe for allegedly violating the GDPR’s cross-border data

transfer limitations.

Additionally, the U.S. Department of Justice issued a rule entitled the Preventing Access to U.S.

Sensitive Personal Data and Government-Related Data by Countries of Concern or Covered Persons,

which places additional restriction on certain data transactions involving countries of concern (such as

China, Russia, and Iran) and covered individuals (meaning individuals and entities located in or controlled

by individuals or entities located in those jurisdictions) that may impact certain business activities such as

vendor engagements, sale or sharing of data, employment of certain individuals, and investor

agreements. Violations of the rule could lead to significant civil and criminal fines and penalties.

The scope and interpretation of the laws that are or may be applicable to us are often uncertain and

may be conflicting, as a result of the rapidly evolving regulatory framework for privacy issues worldwide.

As a result of the laws that are or may be applicable to us, and due to the sensitive nature of the

information we collect, we have implemented policies and procedures designed to protect our data and

our customers’ data against loss, misuse, corruption, misappropriation caused by systems failures, or

unauthorized access. If our policies, procedures, or measures relating to privacy, data protection,

information security, marketing, or customer communications fail to comply with laws, regulations,

policies, legal obligations, or industry standards, we may be subject to governmental enforcement actions,

litigation, regulatory investigations, fines, penalties, and negative publicity, and it could cause our

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application providers, customers, suppliers, and other partners to lose trust in us, which could harm our

business, financial condition, results of operations, and prospects.

In addition to government regulation, privacy advocates and industry groups may propose new and

different self-regulatory standards that may apply to us. In addition to data privacy and security laws, we

are contractually subject to industry standards adopted by industry groups and, we are, and may become

in the future, subject to such obligations. We are also bound by contractual obligations related to data

privacy and security, and our efforts to comply with such obligations may not be successful. Because the

interpretation and application of privacy, data protection and information security laws, regulations, rules,

and other standards and obligations are uncertain, it is possible that these laws, rules, regulations, and

other actual or alleged legal obligations, such as contractual or self-regulatory obligations, may be

interpreted and applied in a manner that is inconsistent with our existing data management practices or

the functionality of our platform. If so, in addition to the possibility of fines, lawsuits, and other claims, we

could be required to fundamentally change our business activities and practices or modify our software,

which could negatively impact our business, financial condition, results of operations, and prospects.

In addition, major technology platforms on which we rely, privacy advocates, and industry groups

have regularly proposed, and may propose in the future, platform requirements or self-regulatory

standards by which we are legally or contractually bound. If we fail to comply with these contractual

obligations or standards, we may lose access to technology platforms on which we rely and face

substantial regulatory enforcement, liability, and fines. Our business is heavily reliant on revenue from

behavioral, interest-based, or tailored advertising, which we refer to collectively as targeted advertising,

but delivering targeted advertisements is becoming increasingly difficult due to changes to our ability to

gather information about user behavior through third party platforms, new laws and regulations, and

consumer resistance. For example, in 2021, Apple began to require mobile applications using its

operating system, iOS, to affirmatively (on an opt-in basis) obtain an end user’s permission to “track them

across apps or websites owned by other companies” or access their device’s advertising identifier for

advertising and advertising measurement purposes. In February 2022, Google announced similar plans to

adopt additional privacy controls on its Android devices to allow users to limit sharing of their data with

third parties and reduce cross-device tracking for advertising purposes. Additionally, Google has

announced that it intends to phase out third-party cookies in its Chrome browser, which could make it

more difficult for us to target advertisements. Other browsers, such as Firefox and Safari, have already

adopted similar measures. In addition, legislative proposals and present laws and regulations regulate the

use of cookies and other tracking technologies, electronic communications, and marketing. For example,

in the EEA and the UK, regulators are increasingly focusing on compliance with requirements related to

the targeted advertising ecosystem. European regulators have issued significant fines in certain

circumstances where the regulators alleged that appropriate consent was not obtained in connection with

targeted advertising activities. The ePrivacy Regulation and national implementing laws are anticipated to

replace the current national laws implementing the ePrivacy Directive, which may require us to make

significant operational changes. In the United States, the CCPA, for example, grants California residents

the right to opt-out of a company’s sharing of personal data for advertising purposes in exchange for

money or other valuable consideration, and requires covered businesses to honor user-enabled browser

signals from the Global Privacy Control. Partially as a result of these developments, individuals are

becoming increasingly resistant to the collection, use, and sharing of personal data to deliver targeted

advertising. Individuals are now more aware of options related to consent, “do not track” mechanisms

(such as browser signals from the Global Privacy Control), and “ad-blocking” software to prevent the

collection of their personal data for targeted advertising purposes. As a result, we may be required to

change the way we market our offerings, and any of these developments or changes could significantly

impair our ability to reach new or existing customers or otherwise negatively affect our operations.

Further, our business relies significantly on our ability to accept credit or debit card payments. Such

payments are subject to the Payment Card Industry, or PCI, Data Security Standard, which is a

multifaceted security standard that is designed to protect credit card account data as mandated by PCI

entities. We rely on vendors to handle PCI matters and to ensure PCI compliance. Despite our

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compliance efforts, we may become subject to claims that we have violated the PCI Data Security

Standard, or PCI-DSS, based on past, present, and future business practices. In addition, payment card

networks may adopt changes to the PCI-DSS, or change their interpretations of such rules in a way that

we or our processors might find it difficult or even impossible to follow, or costly to implement. If we violate

the PCI-DSS or other applicable rules, we may incur fines, restrictions on our ability to accept payment

cards, or suffer reputational harm, all of which could have an adverse impact on our business.

Noncompliance with PCI-DSS can result in penalties ranging from $5,000 to $100,000 per month by

credit card companies, litigation, damage to our reputation, and revenue losses.

Obligations related to data privacy and security (and consumers’ data privacy expectations) are

quickly changing, becoming increasingly stringent, and creating uncertainty. Additionally, these

obligations may be subject to differing applications and interpretations, which may be inconsistent or

conflict among jurisdictions. Preparing for and complying with these obligations requires us to devote

significant resources, which may necessitate changes to our services, information technologies, systems,

and practices and to those of any third parties that process personal data on our behalf.

We may at times fail (or be perceived to have failed) in our efforts to comply with our data privacy and

security obligations. Moreover, despite our efforts, our personnel or third parties with whom we work have

in some cases failed and may fail in the future to comply with such obligations, which could negatively

impact our business operations. Any failure or perceived failure by us to comply with laws, regulations,

policies, legal, or contractual obligations, industry standards, or regulatory guidance relating to privacy,

data protection, or information security, may result in governmental investigations and enforcement

actions, litigation (including class claims), fines and penalties, or adverse publicity, and could cause our

customers, travelers, suppliers, and other partners to lose trust in us, which could have an adverse effect

on our reputation and business. Furthermore, there can be no assurance that the limitations of liability in

our contracts would be enforceable or adequate or would otherwise protect us from liabilities or damages

if we fail to comply with applicable privacy and security laws, privacy policies, or data protection

obligations related to information security or security breaches. We also cannot be sure that our insurance

coverage will be adequate or sufficient to protect us from or to mitigate liabilities arising out of our privacy

and security practices, that such coverage will continue to be available on commercially reasonable terms

or at all, or that such coverage will pay future claims.

We expect that there will continue to be new proposed laws, regulations, and industry standards

relating to privacy, data protection, information security, marketing, and consumer communications, and

we cannot determine the impact such future laws, regulations, and standards may have on our business.

Future laws, regulations, standards, and other obligations or any changed interpretation of existing laws

or regulations could impair our ability to develop and market new functionality and maintain and grow our

customer base and increase revenue. Future restrictions on the collection, use, sharing, or disclosure of

data, or additional requirements for express or implied consent of our customers, travelers, suppliers, or

other partners for the use and disclosure of such information could require us to incur additional costs or

modify our platform, possibly in a material manner, and could limit our ability to develop new functionality.

If we are not able to comply with these laws or regulations, or if we become liable under these laws or

regulations, our business, financial condition, or reputation could be harmed, and we may be forced to

implement new measures to reduce our exposure to this liability. This may require us to expend

substantial resources or to discontinue certain products or services, which would negatively affect our

business, financial condition, and results of operations. In addition, the increased attention focused upon

liability issues as a result of lawsuits, regulatory investigations, and legislative proposals could harm our

reputation or otherwise adversely affect the growth of our business. Furthermore, any costs incurred as a

result of this potential liability could harm our business, financial condition, results of operations, and

prospects.

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We, our suppliers, our other partners, our customers, and others who use our services obtain and

process a large amount of sensitive data. If our information technology systems or data, or those of

the third parties upon with whom we work, including our suppliers, our other partners, or

customers, are or were compromised, we could experience adverse impacts resulting from such

compromise, including, but not limited to, regulatory investigations or actions, litigation, fines and

penalties, interruptions to our operations, claims that we breached our data protection obligations,

harm to our reputation, and a loss of future customers or sales and other adverse consequences.

In the ordinary course of our business, we, our suppliers, payment or expense service partners, our

other partners, our customers, and the third-party vendors and data centers that we use, obtain and

process large amounts of sensitive data, including personal data related to our customers and travelers

and their transactions, as well as other data of the counterparties to their transactions.

We, and the suppliers, partners and other third-party vendors and data centers that we use, have

experienced, and may in the future experience, cybersecurity attacks and threats, including threats or

attempts to disrupt our information technology infrastructure and unauthorized attempts to gain access to

sensitive or confidential information. Cybersecurity incidents and malicious internet-based activity

continue to increase, and providers of cloud-based services have frequently been targeted by such

attacks. These cybersecurity challenges, including threats to our own IT infrastructure or those of our

customers or third-party providers, may take a variety of forms ranging from stolen credit cards,

compromised business and personal information, errors or malfeasance of our personnel, including

personnel who have authorized access to our systems and/or information, customer employee fraud,

account takeover, social engineering (including through deep fakes, which may be increasingly more

difficult to identify as fake, and phishing attacks), ransomware, malicious code (such as viruses and

worms), malware (including as a result of advanced persistent threat intrusions), denial-of-service attacks,

credential stuffing attacks, credential harvesting, personnel misconduct or error, supply-chain attacks,

software bugs, server malfunctions, software or hardware failures, loss of data or other information

technology assets, adware, telecommunications failures, earthquakes, fires, floods, attacks enhanced or

facilitated by AI, and other similar threats. In particular, severe ransomware attacks are becoming

increasingly prevalent and can lead to significant interruptions in our operations, ability to provide our

offerings, loss of sensitive data and income, reputational harm, and diversion of funds. Extortion

payments may alleviate the negative impact of a ransomware attack, but we may be unwilling or unable to

make such payments due to, for example, applicable laws or regulations prohibiting such payments.

These could be initiated by individuals or groups of hackers or sophisticated cyber criminals (including the

deployment of harmful malware such as malicious code, viruses, and worms). State-sponsored

cybersecurity attacks could also harm our business, financial condition, results of operations, and

prospects. Threat actors, nation-states, and nation-state-supported actors now engage, and are expected

to continue to engage, in cyber-attacks, including for geopolitical reasons and in connection with military

conflicts and operations. During times of war and other major conflicts, we and the third parties upon

which we rely may be vulnerable to heightened risk of these attacks, including cyber-attacks that could

significantly disrupt our systems and operations, supply chain, and ability to provide our services.

It may be difficult and/or costly to detect, investigate, mitigate, contain, and remediate a security

incident. Our efforts to do so may not be successful. Actions taken by us or the third parties with whom

we work to detect, investigate, mitigate, contain, and remediate a security incident could result in outages,

data losses, and disruptions of our business. Threat actors may also gain access to other networks and

systems after a compromise of our networks and systems. Future or past business transactions (such as

acquisitions or integrations) could expose us to additional cybersecurity risks and vulnerabilities, as our

systems could be negatively affected by vulnerabilities present in acquired or integrated entities’ systems

and technologies. Furthermore, we may discover security issues that were not found during due diligence

of such acquired or integrated entities, and it may be difficult to integrate companies into our information

technology environment and security program.

We employ a shared responsibility model where our customers are responsible for using, configuring

and otherwise implementing security measures related to our platform and offerings in a manner that

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meets applicable cybersecurity standards, complies with laws, and addresses their information security

risk. As part of this shared responsibility security model, we make certain security features available to

our customers that can be implemented at our customers’ discretion, or identify security areas or

measures for which our customers are responsible. In certain cases where our customers choose not to

implement, or incorrectly implement, those features or measures, misuse our services, or otherwise

experience their own vulnerabilities, policy violations, credential exposure or security incidents, even if we

are not the cause of a resulting customer security issue or incident, our customer relationships reputation,

and revenue may be adversely impacted.

The techniques used to sabotage or to obtain unauthorized access to our information technology

systems or those upon whom we rely to process our information change frequently, and we have not

always been able in the past and may be unable in the future to anticipate such techniques or implement

adequate preventative measures or to stop security breaches in all instances. The recovery systems,

security protocols, network protection mechanisms, and other security measures that we have integrated

into our information technology systems, which are designed to protect against, detect, and minimize

security breaches, may not be adequate to prevent or detect service interruption, system failure, or data

loss. Third parties may also attempt to and successfully exploit vulnerabilities in, or obtain unauthorized

access to, platforms, systems, networks, and/or physical facilities utilized by us or others upon whom we

rely. For more information on this risk, see the section titled “—Risks Related to Our Business and

Industry—Dependence on third-party service providers by us and our suppliers involves risks, including

security incidents, service disruptions, and operational failures that could compromise confidential

information, disrupt critical business operations, and damage our reputation. Interruptions or delays in

these services have impaired and may in the future impair the delivery of our platform, harming our

business.”

We take steps designed to detect, mitigate, and remediate vulnerabilities in our information systems

(such as our hardware and/or software, including that of third parties with whom we work). We have not

and may not in the future, however, detect and remediate all such vulnerabilities including on a timely

basis. Further, we have and may in the future experience delays in developing and deploying remedial

measures and patches designed to address identified vulnerabilities. Even if we have issued or otherwise

made patches or information for vulnerabilities in our software applications or offerings, our customers

may be unwilling or unable to deploy such patches and use such information effectively and in a timely

manner. Vulnerabilities could be exploited and result in a security incident.

We and our suppliers have in the past experienced cybersecurity incidents of a limited scale. We may

be unable to anticipate or prevent techniques used in the future to obtain unauthorized access or to

sabotage systems because they change frequently and often are not detected until after an incident has

occurred.

We have certain administrative, technical, and physical security measures in place, and we have

policies and procedures in place to contractually require service providers to whom we disclose data to

implement and maintain reasonable privacy, data protection, and information security measures. Certain

data privacy and security obligations have required us to implement and maintain specific security

measures or industry-standard or reasonable security measures to protect our information technology

systems and sensitive information. However, if our privacy protection, data protection, or information

security measures or those of the previously mentioned third parties are inadequate or are breached or

perceived to have occurred, our reputation and business could be damaged. Recent high-profile security

breaches and related disclosures of sensitive data by large institutions suggest that the risk of such

events is significant, even if privacy, data protection, and information security measures are implemented

and enforced. If sensitive information is lost or improperly disclosed or threatened to be disclosed, we

could incur significant costs associated with remediation and the implementation of additional security

measures, and may incur significant liability and financial loss, and be subject to regulatory scrutiny,

investigations, proceedings, and penalties.

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Additionally, if our own confidential business information were improperly disclosed, our business,

financial condition, results of operations, and prospects could be harmed. A core aspect of our business

is the reliability and security of our platform. Any perceived or actual breach of security, regardless of how

it occurs or the extent of the breach, could have a significant impact on our reputation as a trusted brand,

cause us to lose existing partners or other customers and travelers, prevent us from obtaining new

partners and other customers, require us to expend significant funds to remedy problems caused by

breaches and implement measures to prevent further breaches, and expose us to legal risk and potential

liability including those resulting from governmental or regulatory investigations, class action litigation, and

costs associated with remediation, such as fraud monitoring and forensics. Further, applicable privacy

and security obligations may require us to notify relevant stakeholders of security incidents. Such

disclosures are costly, and the disclosures or the failure to comply with such requirements could lead to

adverse consequences. Any actual or perceived security breach at a company providing services to us or

our customers could have similar effects. Further, as many of our employees continue to work remotely,

such as our customer support agents, these cybersecurity risks are heightened by an increased attack

surface across our business and those of our partners and service providers. We have heightened

monitoring in the face of such risks, but cannot guarantee that our efforts, or the efforts of those upon

whom we rely and partner with, will be successful in preventing any such information security incidents.

In addition to experiencing a security incident, third parties may gather, collect, or infer sensitive

information about us from public sources, data brokers, or other means that reveals competitively

sensitive details about our organization and could be used to undermine our competitive advantage or

market position. Additionally, our sensitive information or that of our customers could be leaked,

disclosed, or revealed as a result of or in connection with our employees’, personnel’s, or vendors’ use of

AI technologies.

While we maintain cybersecurity insurance, our insurance may be insufficient or may not cover all

liabilities incurred as a result of cybersecurity attacks. We also cannot be certain that our insurance

coverage will be adequate for data handling or data security liabilities actually incurred, that insurance will

continue to be available to us on economically reasonable terms, or at all, or that any insurer will not deny

coverage as to any future claim. The successful assertion of one or more large claims against us that

exceed available insurance coverage, or the occurrence of changes in our insurance policies, including

premium increases or the imposition of large deductible or co-insurance requirements, could negatively

impact our business, financial condition, results of operations, and prospects.

If we are unable to ensure that our platform interoperates with a variety of software applications

that are developed by others, including our suppliers and other partners, we may become less

competitive and our business, results of operations, and financial condition may be harmed.

Our platform must integrate with a variety of hardware and software platforms, and we need to

continuously modify and enhance our platform to adapt to changes in hardware, software and browser

technologies. In particular, we have developed our platform to be able to easily integrate with third-party

applications, including the applications of software providers that compete with us as well as our suppliers

and other partners, through the interaction of APIs and/or platforms. In general, we rely on the providers

of such software systems to allow us access to their APIs to enable these integrations. We are typically

subject to standard terms and conditions of such providers, which govern the distribution, operation, and

fees of such software systems, and which are subject to change by such providers from time to time. Our

business will be harmed if any provider of such software systems:

• discontinues or limits our access to its software (including legacy software) or APIs;

• modifies its terms of service or other policies, including fees charged to, or other restrictions on

us, or other application developers;

• changes how information is accessed by us or our customers;

• establishes more favorable relationships with one or more of our competitors; or

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• develops or otherwise favors its own competitive offerings over our platform.

The agreements under which we in-license intellectual property or technology from third parties may

be complex, and certain provisions in such agreements may be susceptible to multiple interpretations.

The resolution of any contract interpretation disagreement that may arise could narrow the scope of our

rights to the relevant technology or increase our financial or other obligations. Moreover, if disputes over

intellectual property we have in-licensed, or in-license in the future, prevent or impair our ability to

maintain our licensing arrangements on commercially acceptable terms, we may experience disruptions

to our business or to the development of product candidates. Any of the foregoing outcomes could harm

our business, financial condition, and results of operations.

Third-party services and products are constantly evolving, and we may not be able to modify our

platform to assure its compatibility with that of other third parties. Should any of our third-party services or

product providers modify their products or standards in a manner that degrades the functionality of our

platform or gives preferential treatment to competitive products or services, whether to enhance their

competitive position or for any other reason, or if we are not permitted or able to integrate with these and

other third-party applications in the future, our business, results of operations, and financial condition

could be harmed. In addition, some of our competitors may be able to disrupt the operations or

compatibility of our platform with their products or services. Such competitors may also be able to exert

strong business influence on our ability to, and the terms on which we, operate our platform.

Further, our platform includes mobile applications to enable individuals and companies to access our

platform through their mobile devices. If our mobile applications do not perform well, our business will

suffer. In addition, our platform interoperates with servers, mobile devices, and software applications

predominantly through the use of protocols, many of which are created and maintained by third parties.

We therefore depend on the interoperability of our platform with such third-party services, mobile devices,

and mobile operating systems, as well as cloud-enabled hardware, software, networking, browsers,

database technologies, and protocols that we do not control. The loss of interoperability, whether due to

actions of third parties or otherwise, and any changes in technologies that degrade the functionality of our

platform or give preferential treatment to competitive services could adversely affect adoption of our

offerings and engagement with our platform. Also, we may not be successful in developing or maintaining

relationships with key participants in the mobile industry or in ensuring that our platform operates

effectively with a range of operating systems, networks, devices, browsers, protocols, and standards. If

we are unable to effectively anticipate and manage these risks, or if it is difficult for customers to access

and use our platform, our business, financial condition, results of operations, and prospects could be

adversely affected.

We use open-source software in our platform, which could subject us to litigation or other actions.

We use open-source software on our platform. Using open source software can incur greater risk

than using third-party commercial software due to the fact that open source licensors do not provide

warranties, maintenance and support, or other contractual protections. Open source software may also

present a heightened risk of security vulnerabilities, including due to the intentional acts of malicious

actors who inject such vulnerabilities into the code, or to older versions of the software not remaining

current with applicable updates and patches to address vulnerabilities or other bugs. In addition, if we

were to combine our proprietary technology with open-source software in a certain manner under certain

open-source licenses, we could be required to release the source code of our proprietary technology.

While we take precautions to monitor our use of open-source software, if we inappropriately use or

incorporate open-source software subject to certain types of open-source licenses that challenge the

proprietary nature of our offerings, we may be subject to claims that we violated the license requirements,

or be required to re-engineer such offerings, discontinue the sale of such offerings, or take other remedial

actions.

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Our use of artificial intelligence, including Gen AI and ML, gives rise to legal, business, and

operational risks, which may result in diminished performance, regulatory scrutiny, social impacts,

reputational harm, and liability arising from the use of this technology.

We currently use AI, including Gen AI and ML, in our platform framework and our offerings, as well as

new agentic AI and Gen AI developments, including in our Navan Cognition framework and future product

interface enhancements such as Navan Go. The rapid evolution of AI, including Gen AI and ML,

technologies will continue to require the application of significant resources to adopt, develop, test,

integrate, and maintain the technologies included in our platform framework and our offerings in order to

remain competitive, implement these technologies responsibly, and minimize unintended or harmful

impacts. There are significant risks involved in adopting, developing, maintaining, and deploying these

technologies, and there can be no assurance that the usage of such technologies will enhance our

offerings or services or be beneficial to our business, including our efficiency or profitability. In particular,

AI, including Gen AI and ML, technologies may be incorrectly designed or implemented; may be trained

or reliant on incomplete, inadequate, inaccurate, biased, or otherwise poor quality data or on data to

which we or third parties do not have sufficient rights; may produce results that are inaccurate or

incomplete or may take unintended actions from user queries and inputs, even with no hallucinations;

and/or may be adversely impacted by unforeseen defects, technical challenges, cybersecurity threats,

third-party litigation or regulatory action, or material performance issues. Any of the above could

negatively impact the performance of our offerings and business, as well as our reputation, and we could

be subject to civil claims or incur liability and costs resulting from the actual or perceived violation of laws

or contracts to which we are a party.

In addition, AI technologies, including agentic AI, may be vulnerable to adversarial user behavior or

create inaccurate or misleading content or other discriminatory or unexpected results or behaviors, such

as hallucinatory behavior that can generate irrelevant, unintended, nonsensical, or factually incorrect

results. Our customers may rely on or use this flawed content or information to their detriment, which may

expose us to brand or reputational harm, competitive harm, consumer complaints, legal liability, and other

adverse consequences, any of which could harm our business, results of operations, and financial

condition.

Development, maintenance and operation of AI, including Gen AI and ML, technologies requires

additional investment in the development of proprietary datasets, machine learning models, and systems

to train and operate models, and monitor and test for accuracy, bias, and other variables, which are

complex, costly, and could impact our profit margin as we expand the use of AI, including Gen AI and ML,

technologies in our offerings.

In addition to our proprietary technologies, we use, or may use, AI, including Gen AI and ML,

technologies licensed from third parties. Our ability to continue to adopt, integrate and use such

technologies at the scale we may need may be dependent on access to specific third-party software and

infrastructure, such as processing hardware or third-party AI models, and we cannot control the quality,

availability or pricing of such third-party software and infrastructure, especially in a highly competitive

environment. If any such third-party AI, including Gen AI and ML, technologies become incompatible with

our offerings or unavailable for use or have degradations in performance, or if the providers of such

models unfavorably change the terms on which their AI, including Gen AI and ML, technologies are

offered or terminate their relationship with us, our solutions may become less appealing to our customers.

In addition, to the extent any third-party AI, including Gen AI and ML, technologies are used as a vendor

hosted service, any disruption, outage, or loss of information through such hosted services could disrupt

our operations or solutions, damage our reputation, cause a loss of confidence in our solutions, or result

in legal claims or proceedings, for which we may be unable to recover damages from the affected

provider.

We face competition from other companies in our industry with respect to the development and

deployment of AI, including Gen AI and ML, technologies to enhance our competitive offerings. Those

other companies may develop AI, including Gen AI and ML, technologies that are similar or superior to

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ours and/or are more cost-effective and/or quicker to develop, deploy, and maintain. Any inability to

develop, offer or deploy new AI, including Gen AI and ML, technologies as effectively, quickly and/or as

cost-efficiently as our competitors could negatively impact our operating results, customer relationships,

and growth.

The regulatory and intellectual property frameworks governing the use and protection of AI, including

Gen AI and ML, technologies and of its outputs are rapidly evolving, and we cannot predict how future

legislation and regulation will impact our ability to offer and protect offerings that we develop which

leverage AI, including Gen AI and ML, technologies. Many federal, state, and foreign government bodies

and agencies have introduced or proposed additional laws and regulations, such as the EU AI Act.

Additionally, existing laws and regulations may be interpreted in ways that would affect the operation of

and availability of IP protection for our AI, including Gen AI and ML, technologies, as well as the outputs

from our use of such technologies. As a result, implementation standards, enforcement practices, and

available scope of protection are likely to remain uncertain for the foreseeable future, and we cannot yet

determine the impact future laws, regulations, or standards may have on our business (including our

positioning with respect to our competition) and may not always be able to anticipate how to respond to

these laws or regulations. Already, certain existing legal regimes (such as those relating to data privacy)

regulate certain aspects of AI, including Gen AI and ML, technologies, and new laws regulating AI,

including Gen AI and ML, technologies are expected to continue to be proposed and enacted in the

United States and globally. Additionally, certain privacy laws extend rights to consumers (such as the right

to delete certain personal data) and regulate automated decision making, which may be incompatible with

our use of AI, including Gen AI and ML. These obligations may make it harder for us to conduct our

business using AI, including Gen AI and ML, lead to regulatory fines or penalties, require us to change

our business practices, retrain our AI, including Gen AI and ML, or prevent or limit our use of AI, including

Gen AI and ML. For example, the FTC has required other companies to turn over (or disgorge) valuable

insights or trainings generated through the use of AI, including Gen AI and ML where they allege the

company has violated privacy and consumer protection laws.

It is also possible that new laws and regulations will be adopted in the United States and in other non-

U.S. jurisdictions, or that existing laws and regulations, including data privacy, consumer protection,

competition laws, may be interpreted in ways that would limit our ability to use AI, including Gen AI and

ML, technologies for our business, or require us to change the way we use AI, including Gen AI and ML,

technologies in a manner that negatively affects the performance of our offerings, services, and business

and requires us to expend resources and adjust our offerings or services in certain jurisdictions. Further,

the cost to comply with such laws, regulations, or decisions and/or guidance interpreting existing laws,

could be significant and would increase our operating expenses (such as by imposing additional reporting

obligations regarding our use of AI, including Gen AI and ML, technologies). Such an increase in

operating expenses, as well as any actual or perceived failure to comply with such laws and regulations,

could adversely affect our business, financial condition and results of operations.

Any sensitive information (including confidential, competitive, proprietary, or personal data) that we or

our customers and their users input into a third-party Gen AI, including Gen AI or ML, platform could be

leaked or disclosed to others, including if sensitive information is used to train the third parties’ AI,

including Gen AI or ML, model. Additionally, where an AI, including Gen AI or ML, model ingests personal

data and makes connections using such data, those technologies may reveal other personal or sensitive

information generated by the model.

Our failure or inability to protect our intellectual property rights, or claims by others that we are

infringing upon or unlawfully using their intellectual property, could diminish the value of our

brand and weaken our competitive position, and could adversely affect our business, financial

condition, results of operations, and prospects.

We currently rely on a combination of copyright, patent, trademark, trade secret, and unfair

competition laws, as well as confidentiality agreements and procedures and licensing arrangements, to

establish and protect our intellectual property rights. We have devoted substantial resources to the

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development of our proprietary technologies and related processes. In order to protect our proprietary

technologies and processes, we rely in part on trade-secret laws and confidentiality agreements with our

employees, licensees, independent contractors, suppliers, partners, and other advisors. These

agreements may not effectively prevent disclosure of confidential information and may not provide an

adequate remedy in the event of unauthorized disclosure of confidential information. We cannot be

certain that the steps taken by us to protect our intellectual property rights will be adequate to prevent

infringement of such rights by others. Additionally, the process of obtaining patent or trademark protection

is expensive and time-consuming, and we may not be able to prosecute all necessary or desirable patent

applications or apply for all necessary or desirable trademark applications at a reasonable cost or in a

timely manner. Even if we are successful in such prosecutions, such legal protections may be incomplete

or time-limited. Though an issued patent is presumed valid and enforceable, this presumption is not

conclusive. Patents, if issued, may be challenged, deemed unenforceable, invalidated or circumvented

and the related proceedings could be costly. And even if not invalidated, patents only have a limited

lifespan. Furthermore, the issuance of a patent does not give us the right to practice the patented

invention. Third parties may have blocking patents that could prevent us from marketing our own products

and practicing our own technology. Alternatively, third parties may seek approval to market their own

products that are competitive with our offerings. Thus, any patents that we may own may not provide any

protection against competitors. Competitors may also attempt to replicate or reverse engineer our

offerings, design around our patents, or develop and obtain patent protection for more effective products.

Moreover, intellectual property protection may be unavailable or limited in some foreign countries

where laws or law enforcement practices may not protect our intellectual property rights as fully as in the

United States, and it may be more difficult for us to successfully challenge the use of our intellectual

property rights by other parties in these countries. Costly and time-consuming litigation could be

necessary to enforce and determine the scope of our proprietary rights, and our failure or inability to

obtain or maintain trade-secret protection or otherwise protect our proprietary rights could adversely affect

our business, financial condition, results of operations, and prospects.

Additionally, although we require our employees, third-party providers, and contractors to assign or

grant us rights in the intellectual property they create while working for us, we may not have entered into

enforceable agreements in every case or may not have sufficient rights to certain works developed before

the execution of such agreements. Further, applicable laws may limit the enforceability or scope of such

assignments. If we are unable to adequately establish our ownership of intellectual property created for

us, or if such intellectual property is later found to be owned by others, we could face claims of

infringement, be required to obtain additional licenses on unfavorable terms, or lose valuable rights, any

of which could adversely affect our business, financial condition, results of operations, and prospects.

We have in the past and may in the future be subject to patent infringement and trademark claims

and lawsuits in various jurisdictions, and we cannot be certain that our platform and solutions or activities

do not violate the patents, trademarks, or other intellectual property rights of third-party claimants.

Companies in the technology industry and other patent, copyright, and trademark-holders seeking to

profit from royalties in connection with grants of licenses own large numbers of patents, copyrights,

trademarks, domain names, and trade secrets and frequently commence litigation based on allegations of

infringement, misappropriation, or other violations of intellectual property or other rights. As we face

increasing competition and gain an increasingly high profile, the intellectual property rights claims against

us have grown and will likely continue to grow.

Further, from time to time, we may receive letters from third parties alleging that we are infringing

upon their intellectual property rights or inviting us to license their intellectual property rights. Our

technologies and other intellectual property may not be able to withstand such third-party claims, and

successful infringement claims against us could result in significant monetary liability, prevent us from

selling some of our products and services, or require us to change our branding. In addition, resolution of

claims may require us to redesign our platform and offerings, license rights from third parties at a

significant expense, or cease using those rights altogether. We may in the future bring claims against

third parties for infringing our intellectual property rights. Costs of supporting such litigation and disputes

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may be considerable, and there can be no assurances that a favorable outcome will be obtained. Patent

infringement, trademark infringement, trade secret misappropriation, and other intellectual property claims

and proceedings brought against us or brought by us, whether successful or not, could require significant

attention of our management and resources and have in the past and could further result in substantial

costs, harm to our brand, and could adversely affect our business, financial condition, results of

operations, and prospects.

If we do not adequately identify our patentable inventions or protect our patent rights, the value of

our offerings may be adversely affected and our business, financial condition, results of

operations, and prospects could be adversely affected.

We have issued patents and a number of pending patent applications in the United States to protect

our intellectual property and competitive position. However, we may fail to timely identify or protect

patentable inventions, particularly those arising in the course of development activities conducted by or

on behalf of us. If we do not file for patent protection in a timely manner, we may lose the opportunity to

secure such protection. Moreover, although we enter into confidentiality and non-disclosure agreements

with employees, consultants, collaborators, suppliers, and other third parties, there is a risk that such

parties could breach these agreements and disclose proprietary information before a patent application is

filed, thereby jeopardizing our rights. We may also rely on in-licenses to patents or patent applications

owned by third parties. Depending on the terms of the applicable licenses, we may not have control over

the prosecution, maintenance, or enforcement of such intellectual property rights, and such activities may

not be conducted in a manner that is consistent with our best interests.

Additionally, some of our current and future patents and applications may share ownership with or

require cross-licenses with third parties. If we are unable to obtain exclusive rights to such shared or

cross-licensed intellectual property, the other co-owners may license their rights to third parties, including

competitors. Furthermore, enforcement of shared patents may require cooperation from co-owners, which

may not be forthcoming. Any of these factors could impair our ability to protect our innovations, limit our

competitive advantage, and adversely affect our business, financial condition, and results of operations.

Our reliance on third parties, including employees located outside of the United States, for the

development of our intellectual property exposes us to additional risks, including limited

enforceability of intellectual property rights, potential violations of U.S. export controls, and

increased risk of intellectual property theft or misappropriation.

We rely, or may rely, on employees and third-party service providers located outside of the United

States for certain aspects of development for our products and services. The use of foreign developers

may expose us to risks related to trade secrets, confidentiality, and the assignment of intellectual property

rights, particularly where local laws may not recognize or enforce contractual provisions related to

ownership or confidentiality in the same manner as we expect in the United States. We also face risks

related to compliance with U.S. export control laws and regulations when sharing technology or technical

data with foreign nationals. Any failure to adequately secure our intellectual property rights or comply with

applicable laws could harm our business, financial condition, results of operations, and prospects.

Risks Related to Legal and Regulatory Matters

Payments and other financial services-related regulations and oversight are or may become

material to our business. Our failure to comply could harm our business.

We are directly and indirectly subject to local, state, and federal laws, rules, regulations, licensing and

other authorization schemes, including card network scheme rules, and industry standards that govern

our business, activities, as well as the services our vendors and our partners provide (such as our

corporate card offering, which our partner banks offer via Navan). These laws, rules, regulations, and

licensing and authorization schemes include, or may in the future include, those relating to banking,

invoicing, cross-border and domestic money transmission, foreign exchange, payments services (such as

payment processing and settlement services), lending, brokering, servicing, debt collection, anti-money

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laundering, counter-terrorism financing, escheatment, U.S. and international sanctions regimes, and

compliance with the PCI Data Security Standard, which is a set of requirements designed to ensure that

all companies that process, store, or transmit payment card information maintain a secure environment to

protect cardholder data. These laws, rules, regulations, licensing and other authorization schemes, and

industry standards are complex, subject to change, vary across different jurisdictions, and are

implemented and enforced, in the United States by multiple authorities and governing bodies, including

but not limited to the U.S. Department of the Treasury, the Federal Deposit Insurance Corporation, the

Board of Governors of the Federal Reserve System, the U.S. Department of Treasury’s Office of Foreign

Assets Control, or OFAC, self-regulatory organizations, state banking departments, and numerous state

and local governmental and regulatory authorities. We may not always be able to accurately predict the

scope or applicability of certain laws, rules, regulations, licensing schemes, or standards to our business,

or interpretations of the same, particularly as we expand into new areas of operations, which could have a

significant negative effect on our existing business and our ability to pursue future plans.

Banking agencies, including the Office of the Comptroller of the Currency, also have imposed

requirements on regulated financial institutions to manage their third-party service providers. Among other

things, these requirements include performing appropriate due diligence when selecting third-party

service providers; evaluating the risk management, information security, and information management

systems of third-party service providers; imposing contractual protections in agreements with third-party

service providers (such as performance measures, audit and remediation rights, indemnification,

compliance requirements, confidentiality and information security obligations, insurance requirements,

and limits on liability); and conducting ongoing monitoring of the performance of third-party service

providers. Our relationships with our banks, as well as third-party service providers we engage in

connection with our banking relationships, require accommodating these requirements and therefore

impose additional costs and risks on us in connection with such arrangements. We expect to expend

significant resources on an ongoing basis in an effort to assist our bank partners in meeting their legal

requirements.

Further, any failure or perceived failure to comply with existing or new laws and regulations, or orders

of any governmental authority, including changes to or expansion of their interpretations, may subject us

to significant fines, penalties, criminal and civil lawsuits, forfeiture of significant assets, enforcement

actions in one or more jurisdictions, may result in additional compliance and licensing or registration

requirements, and may increase regulatory scrutiny of our business. We have been and may continue to

be subject to such regulatory scrutiny. In particular, while we believe that we are not currently subject to

licensing, registration, and related types of regulatory requirements with respect to our expense

management offerings, we may still receive inquiries from regulators given our offering to corporate

customers of credit cards issued by an issuing bank. Further, if any of our current or future product

offerings become subject to additional lending-, payment-, or other financial service-related laws or

regulations in the future, we could be subject to licensing and registration requirements that impose

obligations and restrictions with respect to the investment of customer funds, reporting requirements,

bonding requirements, minimum capital requirements, customer disclosure requirements, and oversight

and examination by state regulatory agencies concerning various aspects of our business. This could also

require changes to the manner in which we conduct some aspects of our business and increase our

compliance costs.

The adoption of new or amended money transmitter or money services business statutes and

regulations or changes in regulators’ interpretation of existing state and federal money transmitter or

money services business statutes or regulations could subject us to new registration or licensing

requirements. Such changes could also limit business activities until we are appropriately licensed. There

can be no assurance that we will be able to obtain or maintain any such licenses, and, even if we were

able to do so, there could be substantial costs and potential product changes involved in obtaining and

maintaining such licenses, which could negatively impact our business. In addition, we may be forced to

restrict or change our operations or business practices, make product changes, or delay planned product

launches or improvements.

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Many of these laws and regulations are evolving, unclear, and inconsistent across various

jurisdictions, and ensuring compliance with them is difficult and costly. With increasing frequency, federal

and state regulators are holding businesses in the lending and payments industry to higher standards of

training, monitoring, and compliance, including monitoring for possible violations of laws by our customers

and people who do business with our customers while using our products. If we fail to comply with laws

and regulations applicable to our business in a timely and appropriate manner, we may be subject to

litigation or regulatory proceedings, we may have to pay fines and penalties, and our customer

relationships and reputation may be adversely affected, which could negatively impact our business,

results of operations, and financial condition. Any of the foregoing could negatively impact our brand,

reputation, business, results of operations, and financial condition.

We are subject to governmental laws and requirements regarding economic and trade sanctions,

anti-money laundering, and counter-terrorism financing that could impair our ability to compete in

international markets or subject us to criminal or civil liability if we violate such laws.

As we continue to expand internationally, we will become subject to additional laws and regulations,

and will need to implement new regulatory controls to comply with applicable laws. We are currently

required to comply with U.S. economic and trade sanctions administered by OFAC, and we have

processes in place to comply with such OFAC regulations as well as similar requirements in other

jurisdictions, including the United Kingdom and European Union. Under OFAC and other applicable

sanctions laws and regulations, direct and indirect transactions or other business dealings and activities,

including the facilitation of such transactions and the provision of certain products and/or services, to

specified countries, governments, individuals, and entities are prohibited. As part of our compliance

efforts, we scan our customers and counterparties against OFAC and other governmental watch lists. We

are also subject to or otherwise required by contract to comply with and address various anti-money

laundering and counter-terrorist financing laws, regulations, and standards around the world that require

the maintenance of an anti-money laundering compliance program and prohibit, among other things,

facilitating transactions involving the proceeds of criminal activities or other illicit activities. Our financial

institution partners as well as regulators in the United States and globally continue to increase their

scrutiny of compliance with these obligations, which may require us to further invest resources in, or

otherwise revise or expand our compliance program, including the procedures we use to verify the identity

of our customers and to monitor transactions facilitated through our services, including payments to

persons outside of the United States. Additionally, we currently engage in limited activity in OFAC-

sanctioned regions based upon general licenses issued by OFAC to engage in such activity. We also

have sought specific licenses from OFAC when required. We continue to review the OFAC sanctions and

our practices to verify compliance. We could be subject to fines or other enforcement action, and cease

and desist orders, if we are found to violate these laws, and our relationships with our financial institution

partners could be at risk of or could be subject to termination or other adverse consequences.

Violations of sanctions and anti-money laundering laws and regulations could lead to fines, criminal

sanctions against us, our officers, or our employees, cessation of business activities in sanctioned

countries, implementation of compliance programs, and prohibitions on the conduct of our business. Any

such violations could include prohibitions on our ability to offer our services in our or more countries, and

could significantly damage our reputation, our brand, our international expansion efforts, our ability to

attract and retain employees, and our business, prospects, operating results, and financial condition.

We are subject to anti-corruption, anti-bribery, and similar laws, and non-compliance with such

laws can subject us to criminal or civil liability and harm our business.

We are subject to the FCPA, U.S. domestic bribery laws, and other anti-corruption laws, including the

UK Bribery Act. Anti-corruption and anti-bribery laws are interpreted broadly to generally prohibit

companies, their employees, and their third-party intermediaries from authorizing, offering, or providing,

directly or indirectly, improper payments or benefits to recipients in the public sector. These laws also

require that we keep accurate books and records and maintain internal controls and compliance

procedures designed to prevent any such actions. As we increase our international cross-border business

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and expand operations abroad, we may engage with business partners and third-party intermediaries to

market our services and obtain necessary permits, licenses, and other regulatory approvals. In addition,

we or our third-party intermediaries may have direct or indirect interactions with officials and employees of

government agencies or state-owned or affiliated entities. We can be held liable for the corrupt or other

illegal activities of these third-party intermediaries, our employees, representatives, contractors, partners,

and agents, even if we do not explicitly authorize or have actual knowledge of such activities. In addition,

we cannot assure you that all of our employees and agents will not take actions in violation of our

Company compliance policies and applicable law, for which we may be ultimately held responsible. As we

increase our international sales and business, our risks under these laws may increase.

Any allegations or violation of the FCPA or other applicable anti-bribery, and anti-corruption laws

could result in whistleblower complaints, sanctions, settlements, prosecution, enforcement actions, fines,

damages, adverse media coverage, investigations, loss of export privileges, severe criminal or civil

sanctions, or suspension or debarment from U.S. government contracts, all of which could harm our

business, financial condition, results of operations, and prospects. Responding to any investigation or

action will likely result in a significant diversion of management’s attention and resources and significant

defense costs and other professional fees. If any subpoenas are received or investigations are launched,

or governmental or other sanctions are imposed, or if we do not prevail in any possible civil or criminal

proceeding, our business, financial condition, results of operations, and prospects could be adversely

affected. In addition, the U.S. government may seek to hold us liable for successor liability for FCPA

violations committed by companies in which we invest or that we acquire. As a general matter,

investigations, enforcement actions, and sanctions could harm our reputation, business, results of

operations, and financial condition.

We will face risks associated with the growth of our business with certain heavily regulated

industry verticals.

We market and sell our offering to customers in heavily regulated industry verticals. As a result, we

face additional regulatory scrutiny, risks, and burdens from the governmental entities and agencies which

regulate those industries. Selling to and supporting customers in heavily regulated verticals and

expanding in those verticals will continue to require significant resources, and there is no guarantee that

such efforts will be successful or beneficial to us. If we are unable to successfully maintain or expand our

market share in such verticals, or cost-effectively comply with governmental and regulatory requirements

applicable to our activities with customers in such verticals, our business, financial condition, and results

of operations may be harmed.

Any future litigation against us could be costly and time-consuming to defend.

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. 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.

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Risks Related to Tax Matters

We could be subject to additional tax liabilities as a result of changes in tax laws.

We are subject to U.S. federal, state, and local income, sales, and other taxes in the United States,

as well as foreign income, withholding, and value-added taxes, and other indirect taxes in numerous

foreign jurisdictions. Significant judgment is required in evaluating our tax positions and our worldwide

provision for income taxes. During the ordinary course of business, there are many activities and

transactions for which the ultimate tax determination is uncertain. In addition, our future income tax

obligations could be adversely affected by changes in, or interpretations of, tax laws in the United States

or in other jurisdictions in which we operate.

In addition, the tax regimes we are subject to or operate under are unsettled and may be subject to

significant change, which may become increasingly challenging as we expand our operations globally.

Changes in tax laws, issuance of new tax rulings, or changes in interpretations of existing laws could

cause us to be subject to additional income-based and non-income-based taxes, including payroll, sales,

use, value-added, digital, net worth, property, and goods and services taxes, which could adversely affect

our results of operations and financial condition. In particular, the U.S. government recently enacted

legislation commonly referred to as the One Big Beautiful Bill Act which, along with other recent U.S.

federal tax reform legislation, has resulted in significant changes to the taxation of business entities

including, among other changes, the imposition of minimum taxes or surtaxes on certain types of income,

changes to the taxation of income derived from international operations, changes in the deduction and

amortization of research and development expenditures, and limitations on the deductibility of business

interest. In 2022, the Inflation Reduction Act was signed into law in the United States, which enacted,

among other changes, a minimum tax on certain corporations with book income of at least $1 billion,

subject to certain adjustments, and a 1% excise tax on certain stock buybacks and similar corporate

actions. The issuance of additional regulatory or accounting guidance related to these and any future

changes in tax law could significantly affect our tax obligations and effective tax rate in the period issued.

In addition, our tax obligations and effective tax rate in the countries where we do business could

increase as a result of international tax developments, including the implementation of certain initiatives

led by the Organization for Economic Cooperation and Development, or the OECD, and the European

Commission. For example, the OECD has been leading multilateral efforts on proposals, commonly

referred to as “BEPS 2.0”, which involve the reallocation of taxing rights in respect of certain multinational

enterprises above a fixed profit margin to the jurisdictions in which they carry on business (referred to as

“Pillar One”) and the imposition of a minimum effective corporate tax rate (referred to as “Pillar Two”). A

number of countries in which we conduct business have enacted, or are in the process of enacting, core

elements of the Pillar Two rules. Based on our understanding of the applicable minimum revenue

thresholds, we currently expect that we do not fall within the scope of either Pillar One or Pillar Two rules.

However, if we become subject to the Pillar Two rules in the future, it could increase our overall tax

obligations and result in additional compliance costs.

Due to expansion of our international business activities, any changes in the U.S. taxation and foreign

taxation of our cross-border activities may increase our worldwide effective tax rate and adversely affect

our results of operations and financial condition. The enactment of legislation implementing changes in

the U.S. taxation of international business activities or the adoption of other tax reform policies globally

could adversely affect our business, financial condition, results of operations, and prospects.

Our ability to use our net operating loss carryforwards to offset future taxable income may be

subject to certain limitations.

As of January 31, 2025, we had net operating loss, or NOL, carryforwards of approximately $805.0

million, $628.6 million and $20.0 million for federal, state, and foreign tax purposes, respectively, that are

available to reduce future taxable income. Under current U.S. federal income tax law, our NOLs

generated in tax years beginning before January 1, 2018 will begin expiring in 2036, and our NOLs

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generated in tax years beginning after December 31, 2017 may be carried forward indefinitely, but

utilization of such post-2017 NOLs that are carried forward to taxable years beginning after December 31,

2020 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 2036. Our foreign NOLs will

carryforward indefinitely. As of January 31, 2025, we had available research and development tax credit

carryforwards of approximately $15.5 million and $11.1 million for federal and state tax purposes,

respectively. If not utilized, our 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 uncertain and there may be periods

during which the use of NOL 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 net operating losses 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. Any such limitations could harm our

business, results of operations, financial condition or prospects .

In addition, under Sections 382 and 383 of the Code, a corporation that undergoes an “ownership

change,” generally defined as a greater-than-50-percentage-point change (by value) in its equity

ownership by certain stockholders over a three-year period, is subject to limitations on its ability to utilize

its pre-change NOLs and other tax attributes such as research tax credits to offset future taxable income

or income tax. We have identified certain ownership changes since our inception but do not believe that

these changes resulted in any limitations on our ability to use our NOL carryforwards and tax credit

carryforwards. We may have experienced additional ownership changes that have not yet been identified

that could result in the expiration of our NOL carryforwards and tax credit carryforwards before utilization.

In addition, we may experience ownership changes as a result of this offering or future offerings or

other changes in the ownership of our stock. Future changes in our stock ownership, many of which are

outside of our control, could result in an ownership change under Sections 382 or 383 of the Code.

Furthermore, our ability to utilize NOLs of companies that we may acquire in the future may be subject to

limitations. For these reasons, we may not be able to utilize a significant portion of the NOLs, even if we

were to achieve profitability. In addition, any future changes in tax laws could impact our ability to utilize

NOLs in future years and may result in greater tax liabilities than we would otherwise incur and adversely

affect our cash flows and financial position.

Our operating results may be negatively affected if we are required to pay additional sales and use

tax, value added tax, or other transaction taxes, and we could be subject to liability with respect to

all or a portion of past or future sales.

The application of U.S. federal, state, local, and foreign tax laws to our business, or any potential

changes in our business model, is unclear and continually evolving. New tax laws, statutes, rules,

regulations, or ordinances could be enacted at any time (possibly with retroactive effect) and could be

applied solely or disproportionately to our business model or could otherwise negatively impact our results

of operations and financial condition.

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, would result in increased costs and administrative burdens for us. 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

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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.

Our corporate structure and intercompany arrangements are subject to the tax laws of various

jurisdictions, and we could be obligated to pay additional taxes, which could adversely affect our

business, financial condition, results of operations, and prospects.

We are continuing to expand our international operations and staff to support our business in

international markets. We generally conduct our international operations through wholly-owned

subsidiaries and are or may be required to report our taxable income in various jurisdictions worldwide

based upon our business operations in those jurisdictions. Our intercompany relationships are subject to

complex transfer-pricing regulations administered by taxing authorities in various jurisdictions in which we

operate with potentially divergent tax laws. The amount of taxes we pay in different jurisdictions will

depend on the application of the tax laws of the various jurisdictions, including the United States, to our

international business activities, changes in tax rates, new or revised tax laws or interpretations of existing

tax laws and policies by taxing authorities and courts in various jurisdictions, and our ability to operate our

business in a manner consistent with our corporate structure and intercompany arrangements then in

effect. It is not uncommon for tax authorities in different countries to have conflicting views, for instance,

with respect to, among other things, the manner in which the arm’s length standard is applied for transfer

pricing purposes, the transfer-pricing and charges for intercompany services and other transactions, or

with respect to the valuation of intellectual property. If taxing authorities in any of the jurisdictions in which

we conduct our international operations were to successfully challenge our transfer pricing, we could be

required to reallocate part or all of our income to reflect transfer-pricing adjustments, which could result in

an increased tax liability to us. In such circumstances, if the country from which the income was

reallocated does not agree to the reallocation, we could become subject to tax on the same income in

both countries, resulting in double taxation.

In addition, we have been and may continue to be audited in various foreign jurisdictions, and such

jurisdictions, including jurisdictions in which we are not currently filing, may assess new or additional

taxes, sales taxes and value added taxes against us. Although we believe our tax estimates are

reasonable, the final determination of any tax audits or litigation could be significantly different from our

historical tax provisions and accruals, which could have an adverse effect on our results of operations or

cash flows in the period or periods for which a determination is made, and could significantly harm our

business, financial condition, results of operations, and prospects.

Changes in our effective tax rate or tax liability may adversely affect our results of operations.

Our effective tax rate could increase due to several factors, including:

• changes in the relative amounts of income before taxes in the various U.S. and international

jurisdictions in which we operate due to differing statutory tax rates in various jurisdictions;

• changes in tax laws, tax treaties, and regulations or the interpretation of them;

• changes in our international operations, corporate structure, business model, or intercompany

arrangements;

• changes to our assessment about our ability to realize our deferred tax assets that are based on

estimates of our future results, the prudence and feasibility of possible tax-planning strategies,

and the economic and political environments in which we do business;

• the outcome of current and future tax audits, examinations, or administrative appeals; and

• limitations or adverse findings regarding our ability to do business in some jurisdictions.

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Any of these developments could adversely affect our business, financial condition, results of

operations, and prospects.

Risks Related to Financial and Accounting Matters

If our estimates or judgments relating to our critical accounting policies prove to be incorrect or

financial reporting standards or interpretations change, our business, financial condition, results

of operations, and prospects could be adversely affected.

The preparation of financial statements in conformity with U.S. Generally Accepted Accounting

Principles, or GAAP, requires management to make estimates and assumptions that affect the amounts

reported in the consolidated financial statements and accompanying notes. We base our estimates on

historical experience and on various other assumptions that we believe to be reasonable under the

circumstances, as provided in the section titled “Management’s Discussion and Analysis of Financial

Condition and Results of Operations—Critical Accounting Policies and Estimates.” The results of these

estimates form the basis for making judgments about the carrying values of assets, liabilities, and equity,

and the amount of revenue and expenses that are not readily apparent from other sources. Significant

assumptions and estimates used in preparing our consolidated financial statements include but are not

limited to those related to revenue recognition, contract acquisition costs, valuation of embedded

derivative liabilities, stock-based compensation, common stock valuations, and business combinations.

Additionally, as a result of the current macroeconomic uncertainty, many of management’s estimates and

assumptions have required and will continue to require increased judgment and carry a higher degree of

variability and volatility. Our business, financial condition, results of operations, and prospects could be

adversely affected if our assumptions change or if actual circumstances differ from those in our

assumptions, which could cause our results of operations to fall below the expectations of securities

analysts and investors, resulting in a decline in the trading price of our Class A common stock.

Additionally, we regularly monitor our compliance with applicable financial reporting standards and

review new pronouncements and drafts thereof that are relevant to us. As a result of new standards,

changes to existing standards and changes in their interpretation, we might be required to change our

accounting policies, alter our operational policies, and implement new or enhance existing systems so

that they reflect new or amended financial reporting standards, or we may be required to restate our

published financial statements. Such changes to existing standards or changes in their interpretation may

negatively impact our business, financial condition, results of operations, and prospects, or cause an

adverse deviation from our revenue and operating profit target, which may negatively impact our results of

operations.

We are an “emerging growth company” and the reduced disclosure requirements applicable to

emerging growth companies may make our Class A common stock less attractive to investors.

We are an “emerging growth company” as defined in Section 2(a) of the Securities Act of 1933, as

amended, or the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012, or the

JOBS Act. For as long as we continue to be an emerging growth company, we may take advantage of

certain exemptions from various reporting requirements that are applicable to other public companies that

are not emerging growth companies, including (i) not being required to comply with the independent

auditor attestation requirements of the Sarbanes-Oxley Act of 2002, or the Sarbanes-Oxley Act, (ii)

reduced disclosure obligations regarding executive compensation in this prospectus and our periodic

reports and proxy statements and the required number of years of audited financial statements, and (iii)

exemptions from the requirements of holding non-binding advisory stockholder votes on executive

compensation and stockholder approval of any golden parachute payments not approved previously. In

addition, as an emerging growth company, we are only required to provide two years of audited financial

statements in this prospectus.

We could be an emerging growth company for up to five fiscal years following the completion of this

offering. However, certain circumstances could cause us to lose that status earlier, including the date on

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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.

Under the JOBS Act, emerging growth companies can also delay adopting new or revised accounting

standards until such time as those standards apply to private companies. We have elected to take

advantage of the benefits of this extended transition period. Accordingly, our consolidated financial

statements may therefore not be comparable to those of companies that comply with such new or revised

accounting standards.

Investors may find our Class A common stock less attractive because we may rely on certain of these

exemptions. If some investors find our common stock less attractive as a result, there may be a less

active trading market for our Class A common stock and our price may be more volatile and may decline.

We will incur significant increased costs and demands on management resources as a result of

operating as a public company.

As a public company, we will incur significant legal, accounting, compliance, investor relations, and

other expenses that we did not incur as a private company and these expenses will increase even more

after we are no longer an “emerging growth company.” Our management and other personnel will need to

devote a substantial amount of time and incur significant expense in connection with legal, compliance,

and investor relations initiatives. For example, in anticipation of becoming a public company, we will need

to adopt additional internal controls and disclosure controls and procedures, retain a transfer agent, and

adopt insider trading policies and procedures. As a public company, we will bear all of the internal and

external costs of preparing and distributing periodic public reports in compliance with our obligations

under the securities laws.

In addition, regulations and standards relating to corporate governance and public disclosure,

including the Sarbanes-Oxley Act, and the related rules and regulations implemented by the Securities

and Exchange Commission, or the SEC, have increased legal and financial compliance costs and will

make some compliance activities more time-consuming. We intend to invest resources to comply with

evolving laws, regulations, and standards, and this investment will result in increased general and

administrative expenses and may divert management’s time and attention from our other business

activities. If our efforts to comply with new laws, regulations, and standards differ from the activities

intended by regulatory or governing bodies due to ambiguities related to practice, regulatory authorities

may initiate legal proceedings against us, and our business may be harmed. In connection with this

offering, we intend to increase our directors’ and officers’ insurance coverage, which will increase our

insurance cost. In the future, it may be more expensive or more difficult for us to obtain director and

officer liability insurance, and we may be required to accept reduced coverage or incur substantially

higher costs to obtain coverage. These factors would also make it more difficult for us to attract and retain

qualified members of our board of directors, particularly to serve on our audit committee and

compensation committee, and qualified executive officers. If we are unable to effectively manage these

increased costs and demands upon management resources, our business, financial condition, results of

operations, and prospects could be adversely affected.

The material weakness in our internal control over financial reporting, which we first identified in

the fiscal year ended January 31, 2023, has been remediated as of the end of fiscal 2025. In the

future, we may identify additional material weaknesses or otherwise fail to maintain an effective

system of internal controls, which could result in material misstatements of our annual or interim

consolidated financial statements or cause us to fail to meet our periodic reporting obligations.

We may, in the future, discover material weaknesses in our system of internal financial and

accounting controls and procedures that could result in a material misstatement of our consolidated

financial statements. Our internal control over financial reporting will not prevent or detect all errors and all

fraud. A control system, no matter how well designed and operated, can provide only reasonable, not

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absolute, assurance that the control system’s objectives will be met. Because of the inherent limitations in

all control systems, no evaluation of controls can provide absolute assurance that misstatements due to

error or fraud will not occur or that all control issues and instances of fraud will be detected.

We have previously identified a material weakness in our internal control over financial reporting,

which resulted from a lack of established internal controls and procedures and an insufficient number of

accounting and finance personnel possessing the necessary GAAP technical expertise at our Reed &

Mackay subsidiary, resulting in a series of adjustments, including controls and procedures:

• to ensure journal entries are properly reviewed and approved; and

• to ensure compliance with GAAP, specifically as it relates to accounting for revenue.

After the material weakness was identified, we implemented a remediation plan that included new

controls and processes, hiring additional accounting and finance personnel with an appropriate level of

expertise, and improved group level oversight over and review of significant and complex transactions. As

of January 31, 2025, we completed our remediation efforts, including the testing of the operating

effectiveness of the controls, and we have concluded that the material weakness has been remediated.

However, we recognize that maintaining effective internal control over financial reporting will continue to

require significant attention from management and expense, and we cannot assure that we will not

identify material weaknesses in the future.

We will be a public company in the United States subject to the Sarbanes-Oxley Act after the

completion of this offering. Section 404 of the Sarbanes-Oxley Act requires that we include a report of

management on our internal control over financial reporting in our annual report on Form 10-K beginning

with our second annual report.

Our independent registered public accounting firm is not 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 the JOBS Act. 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. 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 Global Select Market, or Nasdaq.

If we fail to maintain an effective system of disclosure controls and internal control over financial

reporting, our ability to produce timely and accurate financial statements or comply with

applicable laws and regulations could be impaired.

As a public company, we will be subject to the reporting requirements of the Securities Exchange Act

of 1934, as amended, or the Exchange Act, the Sarbanes-Oxley Act, the Dodd-Frank Wall Street Reform

and Consumer Protection Act of 2010, the listing requirements of Nasdaq, and other applicable securities

rules and regulations. We expect that compliance with these rules and regulations will increase our legal

and financial compliance costs, make some activities more difficult, time-consuming, or costly, and

increase demand on our systems and resources, particularly after we are no longer an emerging growth

company.

The Sarbanes-Oxley Act requires, among other things, that we maintain effective disclosure controls

and procedures and internal control over financial reporting. We are continuing to develop and refine our

disclosure controls, internal control over financial reporting and other procedures that are designed to

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ensure information required to be disclosed by us in our consolidated financial statements and in the

reports that we will file with the SEC is recorded, processed, summarized, and reported within the time

periods specified in SEC rules and forms, and information required to be disclosed in reports under the

Exchange Act is accumulated and communicated to our principal executive and financial officers. In order

to maintain and improve the effectiveness of our internal controls and procedures, we have expended,

and anticipate that we will continue to expend, significant resources, including accounting-related costs

and significant management oversight.

Our current controls and any new controls we develop may become inadequate because of changes

in conditions in our business. Further, weaknesses in our internal controls may be discovered in the

future. Any failure to develop or maintain effective controls, or any difficulties encountered in their

implementation or improvement, could harm our results of operations, may result in a restatement of our

financial statements for prior periods, cause us to fail to meet our reporting obligations, and 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 are required to include in the periodic reports we will file with the SEC. However, while

we remain an “emerging growth company,” we will not be required to include an attestation report on

internal control over financial reporting issued by our independent registered public accounting firm.

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 market price of our Class A common stock. We are not currently required to

comply with the SEC rules that implement Sections 302 and 404 of the Sarbanes-Oxley Act, and we are

therefore not required to make a formal assessment of the effectiveness of our internal control over

financial reporting for that purpose.

Our independent registered public accounting firm is not 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 the JOBS Act. 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.

Upon becoming a public company, and particularly after we are no longer an “emerging growth

company,” significant resources and management oversight will be required. As a result, management’s

attention may be diverted from other business concerns, which could harm our business, financial

condition, and results of operations.

Our debt-service obligations may adversely affect our financial condition and results of operations.

We have a significant amount of debt arrangements, as described further in the section titled

“Description of Material Indebtedness.” Our ability to make payments of the principal of, to pay interest on

or to refinance our indebtedness, depends on our future performance, which is subject to economic,

financial, competitive, and other factors beyond our control. Our business may not generate cash flow

from operations in the future sufficient to service our debt and make necessary capital expenditures. If we

are unable to generate such cash flow, we may be required to adopt one or more alternatives, such as

selling assets, restructuring debt, or obtaining additional debt financing or equity capital on terms that may

be onerous or highly dilutive. Our ability to refinance any future indebtedness will depend on the capital

markets and our financial condition at such time. We may not be able to engage in any of these activities

or engage in these activities on desirable terms, which could result in a default on our debt obligations. In

addition, any of our future debt agreements may contain restrictive covenants that may prohibit us from

adopting any of these alternatives. Our failure to comply with these covenants could result in an event of

default which, if not cured or waived, could result in the acceleration of our debt.

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In addition, our indebtedness, combined with our other financial obligations and contractual

commitments, could have other important consequences. For example, it could:

• make us more vulnerable to adverse changes in general U.S. and worldwide economic, industry,

and competitive conditions and adverse changes in government regulation;

• limit our flexibility in planning for, or reacting to, changes in our business and our industry;

• place us at a disadvantage compared to our competitors that have less debt;

• limit our ability to borrow additional amounts to fund acquisitions, for working capital, and for other

general corporate purposes; and

• make an acquisition of our company less attractive or more difficult.

Any of these factors could harm our business, results of operations, and financial condition. In

addition, if we incur additional indebtedness, the risks related to our business and our ability to service or

repay our indebtedness would increase. We are also required to comply with the restrictive covenants set

forth in certain of our debt arrangements, including a requirement that we satisfy certain financial liquidity

conditions, certain limitations on our ability to incur additional indebtedness, and other operating

restrictions that could adversely impact our ability to engage in certain transactions and conduct our

business. Our ability to comply with these covenants may be affected by events beyond our control. If we

breach any of the covenants and do not obtain a waiver from the note holders or lenders, then, subject to

applicable cure periods, any outstanding indebtedness may be declared immediately due and payable.

For additional information regarding the Warehouse Credit Facility (as defined below), see the section

titled “Description of Material Indebtedness—Warehouse Credit Facility.” In addition, changes by any

rating agency to our credit rating may negatively impact the value and liquidity of our securities.

Downgrades in our credit ratings could restrict our ability to obtain additional financing in the future and

could affect the terms of any such financing. If we are unable to effectively manage our debt-service

obligations, our business, financial condition, results of operations, and prospects could be adversely

affected.

We may require additional capital to support the growth of our business, and this capital might not

be available on acceptable terms, if at all.

We have funded our operations since inception primarily through equity and debt financings as well

as cash generated from operations. We cannot be certain when or if our operations will generate

sufficient cash to fully fund our ongoing operations or the growth of our business. We intend to continue to

make investments to support our business, which may require us to engage in equity or debt financings to

secure additional funds. Additional financing may not be available on terms favorable to us, if at all. If

adequate funds are not available on acceptable terms, we may be unable to invest in future growth

opportunities, which could harm our business, results of operations, and financial condition. If we incur

additional debt, the debt holders would have rights senior to holders of Class A common stock to make

claims on our assets, and the terms of any debt could restrict our operations, including our ability to pay

dividends on our Class A common stock. Furthermore, if we issue additional equity securities, including in

connection with merger and acquisition transactions, stockholders will experience dilution. In addition,

new equity securities could have rights senior to those of our Class A common stock. The trading prices

for technology companies have been highly volatile, especially recently due to rising interest rates,

inflation, and the uncertain macroeconomic environment, which may reduce our ability to access capital

on favorable terms or at all. In addition, a recession, depression, or other sustained adverse market event

could adversely affect the value of our Class A common stock as well as our business, financial condition,

results of operations, and prospects. Because our decision to issue securities in the future will depend on

numerous considerations, including factors beyond our control, we cannot predict or estimate the amount,

timing, or nature of any future issuances of debt or equity securities. As a result, our stockholders bear

the risk of future issuances of debt or equity securities reducing the value of our Class A common stock

and diluting their interests.

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Risks Related to the Offering and Ownership of our Class A Common Stock

The market price of our Class A common stock may be volatile, and you could lose all or part of

your investment.

We cannot predict the prices at which our Class A common stock will trade. The initial public offering

price of our Class A common stock will be determined by negotiations between us and the underwriters

and may not bear any relationship to the market price at which our Class A common stock will trade after

this offering or to any other established criteria of the value of our business and prospects and the market

price of our Class A common stock following this offering may fluctuate substantially and may be lower

than the initial public offering price. The market price of our Class A common stock following this offering

will depend on a number of factors, including those described in this “Risk Factors” section, many of

which are beyond our control and may not be related to our operating performance. In addition, the

limited public float of our Class A common stock following this offering will tend to increase the volatility of

the trading price of our Class A common stock. These fluctuations could cause you to lose all or part of

your investment in our Class A common stock, since you might not be able to sell your shares at or above

the price you paid in this offering. Factors that could cause fluctuations in the market price of our Class A

common stock include the following:

• actual or anticipated fluctuations in our GBV, payment volume, revenue, gross margins, and other

results of operations as well as in demand for business travel;

• actual or anticipated developments in the travel industry generally;

• the financial projections we may provide to the public, any changes in these projections, or our

failure to meet these projections;

• announcements by us or our competitors of new products or new or terminated significant

contracts, commercial relationships or capital commitments;

• industry or financial analyst or investor reaction to our press releases, other public

announcements, and filings with the SEC;

• rumors and market speculation involving us or other companies in our industry;

• price and volume fluctuations in the overall stock market from time to time;

• changes in operating performance and stock market valuations of other technology companies

generally, or those in our industry in particular;

• the expiration of market standoff or contractual lock-up agreements and sales of shares of our

Class A common stock by us or our stockholders;

• failure of industry or financial analysts to maintain coverage of us, changes in financial estimates

by any analysts who follow our company, or our failure to meet these estimates or the

expectations of investors;

• actual or anticipated developments in our business or our competitors’ businesses or the

competitive landscape generally;

• litigation involving us, our industry or both, or investigations by regulators into our operations or

those of our competitors;

• developments or disputes concerning our intellectual property rights, or third-party proprietary

rights;

• announced or completed acquisitions of businesses or technologies by us or our competitors;

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• new laws or regulations or new interpretations of existing laws or regulations applicable to our

business;

• any major changes in our management or our board of directors;

• effects of public health crises, pandemics, and epidemics;

• sales or expectations with respect to sales of shares of our Class A common stock by us or our

security holders;

• general macroeconomic conditions, including rising interest rates, inflation, foreign currency

fluctuation, instability in the global banking system, risks of economic recession, and slow or

negative growth of our markets;

• political unrest or instability; and

• other events or factors, including those resulting from war, incidents of terrorism, or responses to

these events, including the ongoing conflicts in Ukraine and the Middle East and tensions

between China and Taiwan.

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 against that

company. Securities litigation, if instituted against us, 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.

No public market for our Class A common stock currently exists, and an active public trading

market may not develop or be sustained following this offering.

Prior to this offering, there has been no public market or active private market for our Class A

common stock. We have applied to list our Class A common stock on Nasdaq. However, an active trading

market may not develop following the completion of this offering or, if developed, may not be sustained.

The lack of an active market may impair your ability to sell your shares at the time you wish to sell them or

at a price that you consider reasonable. The lack of an active market may also reduce the market price of

your shares of Class A common stock. An inactive market may also impair our ability to raise capital by

selling shares and may impair our ability to acquire other companies or technologies by using our shares

as consideration, and could negatively impact our business, financial condition, results of operations, and

prospects.

Sales of substantial amounts of our Class A common stock in the public markets, or the perception

that they might occur, could cause the market price of our Class A common stock to decline.

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. Based on

shares of our Class A common stock outstanding as of July 31, 2025, we will have shares

(if the underwriters exercise their option to purchase additional shares in full) of our Class A common

stock and shares of our Class B common stock outstanding after this offering.

All of the shares of Class A common stock sold in this offering will be freely tradable without

restrictions or further registration under the Securities Act, except for any shares held by our affiliates as

defined in Rule 144 under the Securities Act (including any shares that may be purchased by any of our

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affiliates in this offering). The remaining shares of our common stock are subject to the lock-up agreement

or market stand-off agreements described below.

We, all of our directors and executive officers, the selling stockholders, and the other holders of

substantially all of our common stock outstanding and securities exercisable for or convertible into our

common stock, have entered into or will enter into agreements with the underwriters, under which we and

such holders have agreed, or will agree, not to (i) offer, sell, contract to sell, pledge, grant any option,

right or warrant to purchase, purchase any option or contract to sell, lend or otherwise transfer or dispose

of any shares of our common stock or any options or warrants to purchase any shares of our common

stock, or any securities convertible into, exchangeable for or that represent the right to receive shares of

our common stock, which we collectively refer to as the Lock-Up Securities , (ii) engage in any hedging

transactions or similar arrangement with respect to the Lock-Up Securities, (iii) make any demand for or

exercise any right with respect to the registration of the Lock-Up Securities, or (iv) otherwise publicly

announce any intention to engage in or cause any action, activity, transaction or arrangement described

in clauses (i), (ii) or (iii), during the period ending on the earlier of (A) the date on which an open trading

window period commences following our release of earnings for the fiscal quarter and year ending

January 31, 2026, and (B) the date that is 180 days after the date of this prospectus, or the Lock-Up

Period, subject to certain customary exceptions and certain provisions that provide for the release of

certain shares of our Class A common stock. In addition, Goldman Sachs & Co. LLC and Citigroup Global

Markets Inc., on behalf of the underwriters, may, in their sole discretion, release all or some portion of the

shares subject to lock-up agreements prior to the expiration of the Lock-Up Period. In addition, our

executive officers, directors and holders of a substantial majority of all of our capital stock and securities

convertible into or exchangeable for our capital stock are subject to market standoff provisions under

which they have agreed not to directly or indirectly sell, offer to sell, grant any option for the sale of, or

otherwise dispose of our capital stock, subject to certain exceptions, for a period of 180 days after the

date of this prospectus. See the sections titled “Shares Eligible for Future Sale” and “Underwriting” for

more information. When the Lock-Up Period expires, we and our security holders subject to a lock-up

agreement or market stand-off agreement will be able to sell our shares in the public market. See the

sections titled “Shares Eligible for Future Sale” and “Underwriting” for more information. Sales of a

substantial number of such shares upon expiration of the lock-up and market stand-off agreements, or the

perception that such sales may occur, or early release of these agreements, could cause our market price

to fall or make it more difficult for you to sell your Class A common stock at a time and price that you

deem appropriate.

In addition, as of July 31, 2025, we had options outstanding that, if fully exercised, would result in the

issuance of 41,581,733 shares of Class A common stock, of which 8,611,649 shares will be

exchangeable for an equal number of shares of Class B common stock , restricted stock units, or RSUs,

outstanding to be settled in 7,771,766 shares of Class A common stock, of which 1,742,147 shares will

be exchangeable for an equal number of shares of Class B common stock , and warrants outstanding

that, if exercised, would result in the issuance of shares of Class A common stock. We also granted

options to purchase 339,246 shares of Class A common stock and 2,250,259 RSUs subsequent to July

31, 2025. All of the shares of Class A common stock issuable upon the exercise of stock options and

settlement of RSUs, and the shares reserved for future issuance under our equity incentive plans, will be

registered for public resale under the Securities Act. Accordingly, these shares will be able to be freely

sold in the public market upon issuance subject to existing lock-up agreements or market standoff

provisions and applicable vesting requirements.

We anticipate net settling the IPO Vesting RSUs pursuant to the RSU Net Settlement. For RSUs that

vest following the effectiveness of the registration statement of which this prospectus forms a part and

prior to the expiration of the Lock-Up Period, we expect to satisfy the related tax withholding obligations

through sell-to-cover transactions. However, we will continue to have discretion to net-settle rather than

sell-to-cover shares underlying these RSUs in order to satisfy the associated tax withholding and

remittance obligations. Both the lock-up agreements and the market standoff provisions permit sell-to-

cover transactions in connection with the vesting or settlement of RSUs during the Lock-Up Period. As a

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result, up to approximately shares of our Class A common stock may be sold into the open

market during the Lock-Up Period in connection with such sell-to-cover transactions.

Immediately following this offering, the holders of 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.

We may also issue our shares of Class A common stock or securities convertible into shares of our

Class A common stock from time to time in connection with a financing, acquisition, investments, or

otherwise. If we are unable to effectively manage the risks relating to the price of our Class A common

stock, our business, financial condition, results of operations, and prospects could be adversely affected.

The dual class structure of our common stock has the effect of concentrating voting power with

Ariel Cohen and Ilan Twig, our co-founders, which will limit your ability to influence the outcome of

important transactions, including a change in control.

Our Class B common stock has 30 votes per share, and our Class A common stock, which is the

stock we are offering by means of this prospectus, has one vote per share. Upon the completion of this

offering, our co-founders will together hold all of the issued and outstanding shares of our Class B

common stock. Accordingly, upon the completion of this offering, Ariel Cohen, our co-founder, Chief

Executive Officer, and a member of our board of directors will hold, together with his affiliates,

approximately % of the voting power of our outstanding capital stock; and Ilan Twig, our co-founder,

Chief Technology Officer, and a member of our board of directors, will hold, together with his affiliates,

approximately % of the voting power of our outstanding capital stock. Therefore, our co-founders,

individually or together, will be able to significantly influence matters submitted to our stockholders for

approval, including the election of directors, amendments of our organizational documents and any

merger, consolidation, sale of all or substantially all of our assets or other major corporate transactions.

Additionally, upon (i) the date that Mr. Twig is no longer providing services to us as an officer, employee,

or director, or (ii) the date of the death or disability of Mr. Twig, a voting proxy will automatically be

granted to Mr. Cohen over all of the shares of Class B common stock held by Mr. Twig and his related

entities and permitted transferees, such that Mr. Cohen will have exclusive voting control over such

shares, and such shares will remain as Class B common stock. Our co-founders, individually or together,

may have interests that differ from yours and may vote in a way with which you disagree and which may

be adverse to your interests. This concentrated control may have the effect of delaying, preventing, or

deterring a change in control of our company, could deprive our stockholders of an opportunity to receive

a premium for their capital stock as part of a sale of our company and might ultimately affect the market

price of our Class A common stock.

Future transfers by the holders of Class B common stock will generally result in those shares

automatically converting into shares of Class A common stock, subject to limited exceptions, such as

certain transfers effected for estate planning. In addition, each outstanding share of Class B common

stock will convert automatically into a share of Class A common stock upon the earliest to occur following

this offering: (i) the date fixed by our board of directors that is no less than 61 days and no more than 180

days following the first date following the completion of this offering on which the number of shares of our

Class B common stock, and any shares of Class B common stock underlying equity securities, held by

Mr. Cohen, and his permitted entities and permitted transferees, is less than 20% of the Class B common

stock held by Mr. Cohen and his permitted entities as of immediately following the completion of this

offering; (ii) the last trading day of the fiscal year following the tenth anniversary of this offering; (iii) the

date fixed by our board of directors that is no less than 61 days and no more than 180 days following the

date on which Mr. Cohen is no longer providing services as an officer or employee and Mr. Cohen is no

longer a member of our board of directors as a result of his voluntary resignation or agreement not to

stand for reelection; (iv) the date fixed by our board of directors that is no less than 61 days and no more

than 180 days following the date on which Mr. Cohen is terminated for cause (as defined in our amended

and restated certificate of incorporation); and (v) twelve months after Mr. Cohen’s death or disability (as

defined in our amended and restated certificate of incorporation). For information about our dual class

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structure, see the section titled “Description of Capital Stock.” If we are unable to effectively manage

these risks, our business, financial condition, results of operations, and prospects could be adversely

affected.

The dual class structure of our common stock may adversely affect the trading market for our

Class A common stock.

We cannot predict whether our dual class structure will result in a lower or more volatile market price

of our Class A common stock, adverse publicity, or other adverse consequences. Certain stock index

providers exclude companies with multi-class share structures from being added to certain of its indices.

In addition, several stockholder advisory firms and large institutional investors oppose the use of multiple

class structures. As a result, the dual class structure of our common stock may make us ineligible for

inclusion in certain indices and may discourage such indices from selecting us for inclusion,

notwithstanding our automatic termination provision, may cause stockholder advisory firms to publish

negative commentary about our corporate governance practices or otherwise seek to cause us to change

our capital structure, and may result in large institutional investors not purchasing shares of our Class A

common stock. Given the sustained flow of investment funds into passive strategies that seek to track

certain indices, any exclusion from certain stock indices could result in less demand for our Class A

common stock. Any actions or publications by stockholder advisory firms or institutional investors critical

of our corporate governance practices or capital structure could also adversely affect the value of our

Class A common stock, and could adversely affect our business, financial condition, results of operations,

and prospects.

Investors’ 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. We may face reputational damage in the event that we

do not meet the ESG standards set by various constituencies.

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, employees, and other

stakeholders or our initiatives are not executed as planned, our business, financial condition, results of

operations, and prospects could be adversely affected.

If industry or financial analysts do not publish research or reports about our business, or if they

issue inaccurate or unfavorable research regarding our Class A common stock, our stock price

and trading volume could decline.

The trading market for our Class A common stock will be 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, if 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

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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.

We could be subject to securities class action litigation.

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. This type of 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. Additionally, the

dramatic increase in the cost of directors’ and officers’ liability insurance may cause us to opt for lower

overall policy limits or to forgo insurance that we may otherwise rely on to cover significant defense costs,

settlements, and damages awarded to plaintiffs.

We will have broad discretion in the use of the net proceeds to us from this offering and may not

use them effectively.

We will have broad discretion in the application of the net proceeds to us from this offering, including

for any of the purposes described in the section titled “Use of Proceeds,” and you will not have the

opportunity as part of your investment decision to assess whether the net proceeds are being used

appropriately. Because of the number and variability of factors that will determine our use of the net

proceeds from this offering, their ultimate use may vary substantially from their currently intended use. If

we do not use the net proceeds that we receive in this offering effectively, our business, financial

condition, results of operations, and prospects could be harmed, and the market price of our Class A

common stock could decline, and our business, financial condition, results of operations, and prospects

could be adversely affected. Pending their use, we may invest the net proceeds from this offering in short-

term, investment-grade interest-bearing securities such as money market accounts, certificates of

deposit, commercial paper, and guaranteed obligations of the U.S. government that may not generate a

high yield for our stockholders. These investments may not yield a favorable return to our investors.

We do not intend to pay dividends for the foreseeable future and, as a result, your ability to achieve

a return on your investment will depend on appreciation in the price of our Class A common stock,

which may never occur.

We have never declared or paid any cash dividends on our capital stock, and we do not intend to pay

any cash dividends in the foreseeable future. In addition, the Warehouse Credit Facility and ABL Facility

contain restrictions on our ability to pay cash dividends on our capital stock. For additional information

regarding the Warehouse Credit Facility and ABL Facility, see the section titled “Description of Material

Indebtedness.” Any determination to pay dividends in the future will be at the discretion of our board of

directors. Accordingly, investors must rely on sales of their Class A common stock after price

appreciation, which may never occur, as the only way to realize any future gains on their investments.

Because the initial public offering price of our Class A common stock will be substantially higher

than the pro forma net tangible book value per share of our outstanding common stock following

this offering, new investors will experience immediate and substantial dilution.

The initial public offering price is substantially higher than the pro forma net tangible book value per

share of our common stock immediately following this offering based on the total value of our tangible

assets less our total liabilities. Therefore, if you purchase shares of our Class A common stock in this

offering, based on the midpoint of the offering price range set forth on the cover page of this prospectus,

and the issuance of shares of Class A common stock in this offering, you will experience

immediate dilution of $ per share, the difference between the price per share you pay for our Class

A common stock and its pro forma net tangible book value per share as of , 2025.

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Furthermore, if the underwriters exercise their option to purchase additional shares, if outstanding stock

options and warrants are exercised, if we issue awards to our employees under our equity incentive

plans, or if we otherwise issue additional shares of our Class A common stock, you could experience

further dilution. See the section titled “Dilution” for additional information.

Provisions in our charter documents and under Delaware law could make an acquisition of us,

which may be beneficial to our stockholders, more difficult and may limit attempts by our

stockholders to replace or remove our current management.

Provisions in our amended and restated certificate of incorporation and amended and restated bylaws

may have the effect of delaying or preventing a merger, acquisition, or other change of control of the

company that the stockholders may consider favorable. In addition, because our board of directors is

responsible for appointing the members of our management team, these provisions may frustrate or

prevent any attempts by our stockholders to replace or remove our current management by making it

more difficult for stockholders to replace members of our board of directors. Among other things, our

amended and restated certificate of incorporation and amended and restated bylaws include provisions

that:

• provide that our board of directors is classified into three classes of directors with staggered

three-year terms;

• permit our board of directors to establish the number of directors and fill any vacancies and newly

created directorships;

• require super-majority voting by our stockholders to amend some provisions in our amended and

restated certificate of incorporation and amended and restated bylaws;

• authorize the issuance of “blank check” preferred stock that our board of directors could use to

implement a stockholder rights plan;

• only a majority of our board of directors will be authorized to call a special meeting of

stockholders;

• eliminate the ability of our stockholders to call special meetings of stockholders;

• do not provide for cumulative voting;

• directors may only be removed “for cause” and only with the approval of at least 66 2/3% of the

voting power of our then-outstanding capital stock;

• provide for a dual-class common stock structure in which holders of our Class B common stock

may have the ability to significantly influence the outcome of matters requiring stockholder

approval, including the election of directors and other significant corporate transactions, such as a

merger or other sale of our company or its assets, even if they own significantly less than a

majority of the outstanding shares of our common stock;

• prohibit stockholder action by written consent, which requires all stockholder actions to be taken

at a meeting of our stockholders;

• our board of directors is expressly authorized to make, alter, or repeal our bylaws; and

• establish advance-notice requirements for nominations for election to our board of directors or for

proposing matters that can be acted upon by stockholders at annual stockholder meetings.

Moreover, Section 203 of the Delaware General Corporation Law, or the DGCL, may discourage,

delay, or prevent a change in control of our company. Section 203 imposes certain restrictions on

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mergers, business combinations, and other transactions between us and holders of 15% or more of our

common stock.

Our amended and restated certificate of incorporation contains exclusive forum provisions for

certain claims, which may limit our stockholders’ ability to obtain a favorable judicial forum for

disputes with us or our directors, officers, or employees.

Our amended and restated certificate of incorporation provides that the Court of Chancery of the

State of Delaware, to the fullest extent permitted by law, will be the exclusive forum for any derivative

action or proceeding brought on our behalf, any action asserting a breach of fiduciary duty, any action

asserting a claim against us arising pursuant to the DGCL, our amended and restated certificate of

incorporation, or our amended and restated bylaws, or any action asserting a claim against us that is

governed by the internal affairs doctrine.

Moreover, Section 22 of the Securities Act creates concurrent jurisdiction for federal and state courts

over all claims brought to enforce any duty or liability created by the Securities Act or the rules and

regulations thereunder. Our amended and restated certificate of incorporation provides that the federal

district courts of the United States will, to the fullest extent permitted by law, be the exclusive forum for

resolving any complaint asserting a cause of action arising under the Securities Act, or the Federal Forum

Provision. Our decision to adopt the Federal Forum Provision followed a decision by the Supreme Court

of the State of Delaware holding that such provisions are facially valid under Delaware law. While there

can be no assurance that federal or state courts will follow the holding of the Supreme Court of the State

of Delaware or determine that the Federal Forum Provision should be enforced in a particular case,

application of the Federal Forum Provision means that suits brought by our stockholders to enforce any

duty or liability created by the Securities Act must be brought in federal court and cannot be brought in

state court.

Section 27 of the Exchange Act creates exclusive federal jurisdiction over all claims brought to

enforce any duty or liability created by the Exchange Act or the rules and regulations thereunder. In

addition, the Federal Forum Provision applies to suits brought to enforce any duty or liability created by

the Exchange Act. Accordingly, actions by our stockholders to enforce any duty or liability created by the

Exchange Act or the rules and regulations thereunder must be brought in federal court.

Our stockholders will not be deemed to have waived our compliance with the federal securities laws

and the regulations promulgated thereunder.

Any person or entity purchasing or otherwise acquiring or holding any interest in any of our securities

shall be deemed to have notice of and consented to our exclusive forum provisions, including the Federal

Forum Provision. These provisions may limit a stockholders’ ability to bring a claim in a judicial forum of

their choosing for disputes with us or our directors, officers, or employees, which may discourage lawsuits

against us and our directors, officers, and employees. Alternatively, if a court were to find the choice of

forum provision contained in our amended and restated certificate of incorporation or amended and

restated bylaws to be inapplicable or unenforceable in an action, we may incur additional costs

associated with resolving such action in other jurisdictions, which could harm our business, financial

condition, and results of operations.

General Risk Factors

Unfavorable conditions in our industry or the global economy could limit our ability to grow our

business and negatively affect our results of operations.

Our results of operations may vary based on the impact of changes in our industry or the global

economy on us or our customers and potential customers. Negative conditions in the general economy

both in the United States and abroad, including conditions resulting from changes in gross domestic

product growth, financial and credit market fluctuations, global tariff uncertainty, labor shortages, supply

chain disruptions, rising interest rates, inflation, international trade relations, weak economic conditions in

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certain regions, political turmoil, natural catastrophes, warfare, terrorist attacks on the United States,

Europe, the Asia Pacific region, including Japan, or elsewhere, could cause a decrease in business

investments by existing or potential customers, including spending on travel and information technology,

and negatively affect the growth of our business. Competitors, many of whom are larger and have greater

financial resources than we do, may respond to challenging market conditions by lowering prices in an

attempt to attract our customers. In addition, the increased pace of consolidation in certain industries may

result in reduced overall spending on our offering. We cannot predict the timing, strength, or duration of

any economic slowdown, instability, or recovery, generally or within any particular industry.

We may be adversely affected by natural disasters, pandemics, cyberattacks and other catastrophic

events, and by man-made problems such as terrorism, that could disrupt our business operations,

and our business continuity and disaster recovery plans may not adequately protect us from a

serious disaster.

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, worsens or expands 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.

If currency exchange rates fluctuate substantially in the future, the results of our operations, which

are reported in U.S. dollars, could be adversely affected.

As we continue to expand our international operations, we become more exposed to the effects of

fluctuations in currency exchange rates. Although the majority of our sales contracts have historically

been denominated in U.S. dollars, and therefore, most of our revenue has not been subject to foreign

currency risk, we also book significant sales in Euros and Pounds, and any changes in the value of

foreign currencies relative to the U.S. dollar could affect our revenue and results of operations due to

transactional and translational remeasurement that is reflected in our earnings. In addition, we incur

expenses for employee compensation and other operating expenses at our non-U.S. locations in the local

currency. Fluctuations in the exchange rates between the U.S. dollar and other currencies could result in

the dollar equivalent of such expenses being higher. These exposures may change over time as business

practices evolve and economic conditions change, such as shifts driven by monetary policy changes and

geopolitical events, and could have a negative impact on our results of operations, revenue and net

income (loss) as expressed in U.S. dollars. Although we may in the future decide to undertake foreign

exchange hedging transactions to cover a portion of our foreign currency exchange exposure, we

currently do not hedge our exposure to foreign currency exchange risks.

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SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This prospectus contains forward-looking statements. All statements contained in this prospectus

other than statements of historical fact, including statements regarding our future results of operations

and financial condition, our business strategy and plans, market growth, and our objectives for future

operations, are forward-looking statements. The words “believe,” “may,” “will,” “potentially,” “estimate,”

“continue,” “anticipate,” “intend,” “could,” “would,” “project,” “target,” “plan,” “expect,” “predict,” “should,”

“toward,” the negative of these words, and other similar expressions are intended to identify forward-

looking statements.

Forward-looking statements contained in this prospectus include, but are not limited to, statements

about:

• our future financial performance, including our expectations regarding our GBV, payment volume,

revenue, cost of revenue, gross profit or gross margin, cash flow, operating expenses, including

changes in operating expenses, and our ability to achieve and maintain future profitability;

• our business plan and our ability to effectively manage our growth;

• our total market opportunity;

• anticipated trends, growth rates, and challenges in our business and in the markets in which we

operate;

• our expectations regarding overall demand for business travel and global travel trends;

• our expectations regarding customers’ T&E budgets and IT spending budgets;

• market acceptance of our platform and our ability to increase adoption of our platform;

• beliefs and objectives for future operations;

• our ability to attract new customers and retain and grow sales within our existing customers;

• our ability to drive adoption and expansion of our additional offerings, including Payments,

Expense Management, Meetings and Events, VIP, and Bleisure;

• our ability to continue developing, improving, and implementing AI and ML into our platform and

offerings, including Navan Cognition, our proprietary AI framework for our platform, and related AI

features and functionalities;

• our ability to timely and effectively scale, enhance and adapt our platform;

• our ability to develop and introduce new offerings and products and bring them to market in a

timely manner;

• our ability to operate and expand internationally;

• our expectations concerning relationships with third parties, including our expectations

concerning relationships with suppliers and payment partners, and our ability to maintain

commission rates and access to travel inventory;

• future acquisitions or investments in complementary companies, products, services, or

technologies and our ability to successfully integrate them into our business and operations;

• our ability to maintain, protect, and enhance our intellectual property;

• the effects of increased competition in our markets and our ability to compete effectively;

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• our ability to stay in compliance with laws and regulations that currently apply or may become

applicable to our business both in the United States and internationally;

• our ability to maintain high-quality, cost-effective customer support, including through automation

and AI-enabled tools, while controlling customer support costs;

• economic and industry trends, projected growth, or trend analysis, including as it relates to AI;

• general macroeconomic conditions in the United States and globally, including the effects of

tariffs, immigration policy, inflation, rising or volatile interest rates, foreign currency fluctuations,

instability in the global banking system, climate-related events, and geopolitical conflicts or

tensions such as those in the Ukraine, the Middle East, and between China and Taiwan;

• the impact of remote and hybrid work models on our business, operations, and the markets in

which we operate;

• our ability to operate and grow our business in light of macroeconomic uncertainty;

• increased expenses associated with being a public company; and

• other statements regarding our future operations, financial condition, and prospects and business

strategies.

These forward-looking statements are subject to a number of risks, uncertainties, and assumptions,

including those described in the section titled “Risk Factors” and elsewhere in this prospectus. Moreover,

we operate in a very competitive and rapidly changing environment, and new risks emerge from time to

time. It is not possible for our management to predict all risks, nor can we assess the impact of all factors

on our business or the extent to which any factor, or combination of factors, may cause actual results to

differ materially from those contained in any forward-looking statements we may make. In light of these

risks, uncertainties, and assumptions, the forward-looking events and circumstances discussed in this

prospectus may not occur, and actual results could differ materially and adversely from those anticipated

or implied in the forward-looking statements.

You should not rely upon forward-looking statements as predictions of future events. The events and

circumstances reflected in the forward-looking statements may not be achieved or occur. We undertake

no obligation to update any of these forward-looking statements for any reason after the date of this

prospectus or to conform these statements to actual results or to changes in our expectations, except as

required by law.

In addition, statements that “we believe” and similar statements reflect our beliefs and opinions on the

relevant subject. These statements are based on information available to us as of the date of this

prospectus. While we believe such information provides a reasonable basis for these statements, such

information may be limited or incomplete. Although we believe such information to be reliable and we are

responsible for all of the disclosure contained in this prospectus, our statements should not be read to

indicate that we have conducted an exhaustive inquiry into, or review of, all relevant information. These

statements are inherently uncertain, and investors are cautioned not to unduly rely on these statements.

You should read this prospectus and the documents that we reference in this prospectus and have

filed with the SEC as exhibits to the registration statement of which this prospectus is a part with the

understanding that our actual future results, performance, and events and circumstances may be

materially different from what we expect.

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INDUSTRY AND MARKET DATA

Within this prospectus, we reference information, statistics, estimates, and forecasts regarding our

industry, including the market size and growth of the markets in which we participate. We have obtained

this information, and these statistics, estimates, and forecasts from publicly available information and

various independent third-party sources, including independent industry publications, reports by market

research firms and other independent sources, such as Euromonitor International Limited and the Global

Business Travel Association. Some data and other information contained in this prospectus are also

based on management’s estimates and calculations, which are derived from our review and interpretation

of internal surveys and data and independent third-party sources. Data regarding the industries in which

we compete and our market position and market share within these industries are subject to significant

business, economic, and competitive uncertainties beyond our control, but we believe they generally

indicate size, position, and market share within this industry. While we believe such information is reliable,

we have not independently verified any third-party information. While we believe our internal company

research and estimates are reliable, such research and estimates have not been verified by any

independent source. In addition, assumptions and estimates of our and our industries’ future performance

are necessarily subject to a high degree of uncertainty and risk due to a variety of factors, including those

described in the sections titled “Risk Factors” and “Special Note Regarding Forward-Looking Statements.”

These and other factors could cause our future performance to differ materially from our assumptions and

estimates. As a result, you should be aware that market, ranking and other similar industry data included

in this prospectus, and estimates and beliefs based on that data, may not be reliable. Accordingly, you

are cautioned not to place undue reliance on such market and industry data or any other such estimates.

The sources of certain statistics, estimates, and forecasts contained in this prospectus are:

• Euromonitor International Limited, Global Business Travel Industry Assessment Report , June

2025, commissioned by us.

• Euromonitor International Limited, Embedded Finance Powered Transformation Across Travel –

Intermediaries, Lodging, Shopping, and Food and Dining , May 2024.

• Global Business Travel Association, 2024 Business Travel Index Outlook: Annual Report and

Forecast , July 2024.

• World Travel & Tourism Council, Economic Impact Report , 2024.

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USE OF PROCEEDS

We estimate that the net proceeds from our sale of shares of our Class A common stock in this

offering at an assumed initial public offering price of $ per share, which is the midpoint of the offering

price range set forth on the cover page of this prospectus, and after deducting underwriting discounts and

commissions and estimated offering expenses, will be approximately $ million, or $ million if the

underwriters’ option to purchase additional shares is exercised in full. We will not receive any proceeds

from sales of shares of Class A common stock by the selling stockholders.

The principal purposes of this offering are to create a public market for our Class A common stock,

increase our visibility in the marketplace, obtain additional capital, increase our capitalization and financial

flexibility and facilitate an orderly distribution of shares for the selling stockholders. We intend to use

approximately $ million of the net proceeds from this offering to repay outstanding term loans under

and terminate our credit agreement with VCP Capital Markets, LLC, referred to as the Vista Facility, which

currently bears interest at a variable interest rate based on the 3-month SOFR rate (with a 1.00% SOFR

floor) plus (A) if we have elected to pay the interest in cash, 6.50% per annum in cash or (B) if we have

elected to pay interest partially in cash and partially paid in kind, 6.50% per annum (of which 5.00% shall

be paid in cash and 1.50% paid in kind) and matures on February 24, 2030. Proceeds from the Vista

Facility were used to repay then-outstanding indebtedness. As of July 31, 2025, the outstanding principal

amount under the Vista Facility was $130.0 million . For a further description of the Vista Facility, see the

section titled “Description of Material Indebtedness.”

We also intend to use $ million of the net proceeds from this offering to pay the anticipated tax

withholding and remittance obligations related to the RSU Net Settlement, assuming (i) the fair market

value of our Class A common stock at the time of settlement will be equal to the assumed initial public

offering price per share of $ , the midpoint of the price range set forth on the cover page of this

prospectus, and (ii) an assumed % tax withholding rate.

We currently intend to use the remaining net proceeds we receive from this offering for working

capital and other general corporate purposes, which may include product and platform development,

general and administrative matters, and capital expenditures. We may also use a portion of the remaining

net proceeds for the acquisition of, or investment in, technologies, solutions, or businesses that

complement our business. However, we do not have agreements or commitments for any material

acquisitions or investments outside the ordinary course of business at this time.

We will have broad discretion over the uses of the remaining net proceeds of this offering. We cannot

specify with certainty all of the particular uses for the remaining net proceeds to us from this offering. W e

intend to invest the net proceeds from this offering in short-term, investment-grade interest-bearing

securities, such as money market funds, certificates of deposit, commercial paper, and guaranteed

obligations of the U.S. government.

A $1.00 increase (decrease) in the assumed initial public offering price of $ per share, which is

the midpoint of the offering price range set forth on the cover page of this prospectus, would increase

(decrease) the net proceeds to us from this offering by approximately $ million, assuming the number

of shares of our Class A common stock offered by us remains the same and after deducting underwriting

discounts and commissions. Similarly, each increase (decrease) of 1.0 million shares in the number of

shares of our Class A common stock offered would increase (decrease) the net proceeds from this

offering by approximately $ million, assuming that the assumed initial public offering price of $ ,

which is the midpoint of the offering price range set forth on the cover page of this prospectus, remains

the same, and after deducting the underwriting discounts and commissions.

Each $1.00 increase (decrease) in the assumed initial public offering price per share of $ , which is

the midpoint of the price range set forth on the cover page of this prospectus, assuming no change in the

assumed settlement date or applicable tax withholding rate, would increase (decrease) the amount we

would be required to pay to satisfy our tax withholding and remittance obligations described above by

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approximately $ million. In addition, each 1.0% increase (decrease) in the tax withholding rate,

assuming no change in the assumed initial public offering price per share, would increase (decrease) the

amount of tax withholding and remittance obligations described above by approximately $ million.

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DIVIDEND POLICY

We currently intend to retain all available funds and any future earnings for use in the operation of our

business and do not anticipate paying any dividends on our capital stock in the foreseeable future.

Additionally, our ability to pay dividends or make distributions is limited by certain restrictions in

connection with the Warehouse Credit Facility, the Vista Facility, and ABL Facility. For additional

information regarding the Warehouse Credit Facility, the Vista Facility, and ABL Facility, see the section

titled “Description of Material Indebtedness.” Additionally, our ability to pay dividends may be further

restricted by agreements we may enter into in the future. Any future determination to declare dividends

will be made at the discretion of our board of directors and will depend on our financial condition, results

of operations , contractual restrictions, capital requirements, general business conditions, and other

factors that our board of directors may deem relevant.

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CAPITALIZATION

The following table sets forth our cash and cash equivalents and our capitalization as of July 31,

2025, on:

• an actual basis;

• a pro forma basis, which reflects (i) the automatic conversion of all outstanding shares of our

redeemable convertible preferred stock outstanding as of July 31, 2025, into shares of

our Class A common stock pursuant to the Capital Stock Conversion in connection with the

completion of this offering pursuant to the terms of our amended and restated certificate of

incorporation, (ii) the conversion of the aggregate initial investment amount of the Convertible

Notes, including accrued and unpaid yield, into shares of our Class A common stock, based upon

(A) the assumed initial public offering price of $ per share, which is the midpoint of the

offering price range set forth on the cover page of this prospectus, and (B) an assumed closing

date of this offering of , 2025, including the reclassification of the embedded

derivative liability related to the Convertible Notes to additional paid-in capital, (iii) the conversion

of the aggregate principal and accrued and unpaid interest on the outstanding SAFEs into shares

of our Class A common stock, based upon (A) the assumed initial public offering price of

$ per share, which is the midpoint of the offering price range set forth on the cover page of

this prospectus, which we refer to as the SAFE Conversion, and (B) an assumed closing date of

this offering of , 2025, (iv) the net issuance of shares of Class A common

stock in connection with the RSU Net Settlement, after withholding shares to satisfy

estimated tax withholding and remittance obligations of $ million, based on (A) the assumed

initial public offering price of $ per share, the midpoint of the price range set forth on the cover

page of this prospectus, and (B) an assumed % tax withholding rate, (v) stock-based

compensation expense of $ million related to RSUs subject to the RSU Net Settlement,

reflected as an increase to additional paid-in capital and accumulated deficit, as further described

in Note 10, “Equity Incentive Plan” of our consolidated financial statements included elsewhere in

this prospectus, (vi) the $ million increase in liabilities and corresponding decrease in additional

paid-in capital resulting from the share withholding for the tax withholding and remittance

obligations related to the RSU Net Settlement, (vii) the automatic conversion of the redeemable

convertible preferred stock warrant to a Class A common stock warrant, and the resulting

remeasurement and assumed reclassification of the redeemable convertible preferred stock

warrant liability to additional paid-in capital, and (viii) the filing and effectiveness of our amended

and restated certificate of incorporation that will become effective immediately prior to the

completion of this offering; and

• a pro forma as adjusted basis, which reflects (i) the pro forma adjustments set forth above, (ii) the

sale and issuance of shares of our Class A common stock in this offering at an assumed

initial public offering price of $ per share, which is the midpoint of the offering price range set

forth on the cover page of this prospectus, and our receipt of $ million in estimated net

proceeds from the offering, after deducting underwriting discounts and commissions and

estimated offering expenses, and (iii) the use of net proceeds from this offering, together with

existing cash and cash equivalents, if necessary, to (A) satisfy the estimated tax withholding and

remittance obligations reflected in the pro forma adjustments described in the preceding bullet

and (B) repay $ million in outstanding loans under and terminate the Vista Facility.

The information below is illustrative only and our capitalization following this offering will be adjusted

based on the actual initial public offering price and other terms of the offering determined at pricing. You

should read this table together with our consolidated financial statements and the accompanying notes,

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and the section titled “Management’s Discussion and Analysis of Financial Condition and Results of

Operations,” that are included elsewhere in this prospectus.

As of July 31, 2025
Actual | Pro Forma | Pro Forma as Adjusted (1)
(in thousands, except share and per share data)
Cash and cash equivalents .................................................................... | $ 223,229 | $ | $
Restricted cash, current ......................................................................... | 87,218
Debt, current and long term ...................................................................
ABL Facility ......................................................................................... | 34,500 | $ | $
Vista Facility (2) ..................................................................................... | 117,100
Warehouse Credit Facility ................................................................ | 148,174
Convertible notes, net ....................................................................... | 195,163
Simple agreements for future equity (SAFEs) ............................... | 163,000
Total debt ....................................................................................... | 657,937
Embedded derivative liability ................................................................. | 38,500
Common stock warrant liability ............................................................. | 31,200
Redeemable convertible preferred stock warrant liability ................. | 433
Redeemable convertible preferred stock; $0.00000625 par value per share; 157,027,585 shares authorized, 146,360,207 shares issued and outstanding, actual; no shares authorized, issued, and outstanding, pro forma and pro forma as adjusted ................ | 1,301,121
Stockholders’ (deficit) equity: ................................................................
Preferred stock; $0.00000625 par value per share; no shares authorized, issued, and outstanding, actual; shares authorized, no shares issued and outstanding, pro forma and pro forma as adjusted ............................................................ | —
Common stock; $0.00000625 par value per share; 253,919,000 shares authorized, 46,331,272 shares issued and outstanding, actual; no shares authorized, issued and outstanding, pro forma and pro forma as adjusted ........................................................................................... | 1
Class A common stock; $0.00000625 par value per share; no shares authorized, issued, and outstanding, actual; shares authorized, no shares issued and outstanding, pro forma; shares authorized, shares issued and outstanding, pro forma as adjusted ........................ | —
Class B common stock; $0.00000625 par value per share; no shares authorized, issued, and outstanding, actual; shares authorized, shares issued and outstanding, pro forma; shares authorized, shares issued and outstanding, pro forma as adjusted ...................................................................................... | —
Additional paid-in capital ................................................................... | 522,555
Accumulated other comprehensive loss ........................................ | (14,014)
Accumulated deficit ............................................................................ | (1,716,993)
Total stockholders’ (deficit) equity .............................................. | (1,208,451)
Total capitalization .................................................................. | $ 820,740 | $ | $

_______________

(1) Each $1.00 increase (decrease) in the assumed initial public offering price of $ per share, which is the

midpoint of the offering price range set forth on the cover page of this prospectus, would increase (decrease) our

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pro forma as adjusted cash and cash equivalents, additional paid-in capital, total stockholders’ (deficit) equity,

and total capitalization by $ million, assuming that the number of shares offered by us, as set forth on the

cover page of this prospectus, remains the same and after deducting the underwriting discounts and

commissions. Similarly, each increase (decrease) of 1.0 million shares in the number of shares of our Class A

common stock offered by us would increase (decrease) the amount of our pro forma as adjusted cash and cash

equivalents, additional paid-in capital, total stockholders’ (deficit) equity, and total capitalization by $ million,

assuming that the assumed initial public offering price remains the same, and after deducting the underwriting

discounts and commissions. If the underwriters’ option to purchase additional shares is exercised in full, the pro

forma as adjusted amount of each of cash and cash equivalents, additional paid-in capital, total

stockholders’ (deficit) equity, and total capitalization would increase by $ million, and after deducting

underwriting discounts and commissions, and we would have shares of our Class A common stock

and shares of our Class B common stock issued and outstanding. In addition, each 1.0% increase

(decrease) in the assumed tax withholding rates would increase (decrease) the amount of estimated tax

withholding and remittance obligations related to the RSU Net Settlement and decrease (increase) as adjusted

cash and cash equivalents, total stockholders’ (deficit) equity and capitalization by $ , assuming that the

assumed initial public offering price remains the same, that the number of shares of Class A common stock

offered by us, as set forth on the cover page of this prospectus, remains the same, and after deducting

underwriting discounts and commissions. Each $1.00 increase (decrease) in the assumed initial public offering

price per share of $ , which is the midpoint of the offering price range set forth on the cover page of this

prospectus, would increase (decrease) the amount of estimated tax withholding and remittance obligations

related to the RSU Net Settlement and decrease (increase) as adjusted cash and cash equivalents, total

stockholders’ (deficit) equity and capitalization by $ , assuming that the tax withholding rate remains the same,

that the number of shares of Class A common stock offered by us, as set forth on the cover page of this

prospectus, remains the same, and after deducting underwriting discounts and commissions. Pro forma

adjustments in the footnotes above and the related information in the balance sheet data are illustrative only and

may differ from actual amounts based on, among other things, the actual initial public offering price and other

terms of this offering determined at pricing, the actual tax withholding rates, as well as the actual amount of

RSUs settled in connection with this offering.

(2) The Vista Facility consists of $130 million of principal amount and $ 0.9 million of PIK interest, net of unamortized

debt discount and issuance costs of $ 13.8 million.

The number of shares of our Class A common stock and Class B common stock that will be

outstanding after this offering, pro forma and pro forma as adjusted, in the table above, is based

on shares of our Class A common stock outstanding and shares of our Class B common stock

outstanding (after giving effect to the Capital Stock Conversion, the Note Conversion, the SAFE

Conversion, and the RSU Net Settlement), in each case as of July 31, 2025, and excludes:

• 41,581,733 shares of our Class A common stock issuable upon the exercise of stock options

outstanding as of July 31, 2025 under our 2015 Equity Incentive Plan, or our 2015 Plan, with a

weighted-average exercise price of $13.32 per share, of which 8,611,649 shares will be

exchangeable for an equal number of shares of Class B common stock at the election of our co-

founders upon exercise;

• 339,246 shares of our Class A common stock issuable upon the exercise of stock options granted

after July 31, 2025 under our 2015 Plan with a weighted-average exercise price of $25.35 per

share;

• 6,180,957 shares of Class A common stock issuable upon the vesting and settlement of RSUs

outstanding as of the date of this prospectus subject to time-based service and/or performance-

based conditions, for which (i) the service-based condition was not satisfied as of such date and

(ii) the performance-based condition, if applicable, will be satisfied upon the effectiveness of the

registration statement of which this prospectus forms a part, of which 1,742,147 shares will be

exchangeable for an equal number of shares of Class B common stock at the election of our co-

founders upon settlement;

• shares of our Class A common stock issuable upon the exercise of warrants to

purchase shares of Class A common stock outstanding as of July 31, 2025, with a

weighted-average exercise price of $ per share;

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• shares of Class A common stock issuable upon the exercise of a stock option to be

granted to an executive officer immediately following pricing of this offering, which will be subject

to a time-based service vesting condition, with an exercise price equal to the initial public offering

price per share set forth on the cover page of this prospectus, with such number of shares

calculated using the Black-Scholes option-pricing model based on the assumed initial public

offering price of $ per share, the midpoint of the price range set forth on the cover page of

this prospectus (with the actual number of shares underlying such stock option to be calculated

using the actual public offering price per share);

• up to shares of our Class A common stock reserved for future issuance under our 2025

Equity Incentive Plan, or the 2025 Plan, which will become effective upon the effectiveness of the

registration statement of which this prospectus forms a part, consisting of new shares and

up to shares underlying outstanding awards granted under our 2015 Plan that, after the

date the 2025 Plan becomes effective, either are not issued (due to the awards expiring or being

settled in cash), are forfeited or repurchased due to failure to vest, or are withheld to satisfy the

exercise, strike, or purchase price or tax withholding obligations ; and

• shares of our Class A common stock reserved for future issuance under our 2025

Employee Stock Purchase Plan, or our 2025 ESPP, which will become effective in connection

with this offering.

Our 2025 Plan and 2025 ESPP provide for annual automatic increases in the number of shares

reserved thereunder. See the section titled “Executive Compensation—Equity Plans” for additional

information.

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DILUTION

If you invest in our Class A common stock in this offering, your ownership interest will be immediately

diluted to the extent of the difference between the initial public offering price per share of our Class A

common stock and the pro forma as adjusted net tangible book value per share of our Class A common

stock immediately after this offering.

Net tangible book value (deficit) per share is determined by dividing our total tangible assets less our

total liabilities by the number of shares of our Class A common stock outstanding (not including any

shares of our redeemable convertible preferred stock). Our historical net tangible book deficit as of July

31, 2025, was $ , or $ per share. As of July 31, 2025, our pro forma net tangible book value was

$ million, or $ per share of our common stock. Our pro forma net tangible book value per share

represents the amount of our total tangible assets reduced by the amount of our total liabilities and

divided by the total number of shares of our common stock outstanding as of July 31, 2025, after giving

effect to (i) the Capital Stock Conversion, (ii) the Note Conversion as if it had occurred on July 31, 2025,

including the reclassification of the embedded derivative liability related to the Convertible Notes to

additional paid-in capital, (iii) th e SAFE Conversion as if it had occurred on July 31, 2025, (iv) the net

issuance of shares of Class B common stock in connection with the RSU Net Settlement, after

withholding shares to satisfy estimated tax withholding and remittance obligations of $ million (based

on the assumed initial public offering price of $ per share, the midpoint of the price range set forth on

the cover page of this prospectus, and an assumed % tax withholding rate), (v) the automatic

conversion of the redeemable convertible preferred stock warrant to a Class A common stock warrant,

and the resulting remeasurement and assumed reclassification of the redeemable convertible preferred

stock warrant liability to additional paid-in capital, and (vi) the filing and effectiveness of our amended and

restated certificate of incorporation that will become effective immediately prior to the completion of this

offering.

After giving effect to the sale of shares of our Class A common stock in this offering at an

assumed initial public offering price of $ per share, which is the midpoint of the offering price range set

forth on the cover page of this prospectus, and after deducting underwriting discounts and commissions

and estimated offering expenses, our pro forma as adjusted net tangible book value as of July 31, 2025,

would have been $ million, or $ per share. This represents an immediate increase in pro forma net

tangible book value of $ per share to our existing stockholders and an immediate dilution in pro forma

as adjusted net tangible book value of $ per share to investors purchasing shares of our Class A

common stock in this offering at the assumed initial public offering price.

The following table illustrates this dilution on a per share basis to new investors:

Assumed initial public offering price per share ................................................... | $
Historical net tangible book deficit per share as of July 31, 2025 ................... | $
Increase per share attributable to the pro forma adjustments described above ...............................................................................................................
Pro forma net tangible book value per share as of July 31, 2025 before giving effect to this offering ...........................................................................
Increase in pro forma net tangible book value per share attributable to new investors purchasing Class A common stock in this offering ..........
Pro forma as adjusted net tangible book value per share immediately after this offering .............................................................................................
Dilution in pro forma as adjusted net tangible book value per share to new investors in this offering ...................................................................................... | $

The dilution information discussed above is illustrative only and will change based on the actual initial

offering price and other terms of this offering determined at pricing and the actual tax withholding rates,

as well as the actual amount of RSUs settled in connection with this offering. A $1.00 increase (decrease)

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in the assumed initial public offering price of $ per share, which is the midpoint of the offering price

range set forth on the cover page of this prospectus, would increase (decrease) our pro forma as

adjusted net tangible book value per share after this offering by $ per share and would increase

(decrease) the dilution per share to new investors in this offering by $ per share, assuming the number

of shares of Class A common stock offered by us, as set forth on the cover page of this prospectus,

remains the same and after deducting the underwriting discounts and commissions. Similarly, each

increase (decrease) of 1.0 million shares in the number of shares of Class A common stock offered would

increase (decrease) the pro forma as adjusted net tangible book value per share after this offering by

$ per share and would increase (decrease) the dilution to new investors by $ per share, assuming

the assumed initial public offering price, which is the midpoint of the offering price range set forth on the

cover page of this prospectus, remains the same and after deducting the underwriting discounts and

commissions.

If the underwriters exercise their option to purchase additional shares in full, the pro forma as

adjusted net tangible book value per share of our Class A common stock after giving effect to this offering

would be $ per share, and the dilution in pro forma as adjusted net tangible book value per share to

investors in this offering would be $ per share.

The following table summarizes, on a pro forma as adjusted basis as of July 31, 2025, after giving

effect to the pro forma adjustments described above, the difference between existing stockholders and

new investors purchasing shares of Class A common stock in this offering with respect to the number of

shares purchased from us, the total consideration paid to us, and the average price per share paid by our

existing stockholders or to be paid by investors purchasing shares in this offering at an assumed offering

price of $ per share, which is the midpoint of the offering price range set forth on the cover page of

this prospectus and our receipt of $ million in estimated net proceeds from the offering, and after

deducting underwriting discounts and commissions and estimated offering expenses, and the use of net

proceeds from this offering, together with existing cash and cash equivalents, if necessary, to (A) satisfy

the estimated tax withholding and remittance obligations as described above and (B) repay $ million in

outstanding loans under and terminate the Vista Facility:

Shares Purchased | Total Consideration | Average Price Per Share
Number | Percent | Amount | Percent
Existing stockholders ............ | % | $ | % | $
New public investors .............
Total ........................................ | % | $ | %

Sales by the selling stockholders in this offering will cause the number of shares held by existing

stockholders before this offering to be reduced to shares, or % of the total number of shares of

our Class A common stock outstanding immediately after the completion of this offering, and will increase

the number of shares held by new investors to shares, or % of the total number of shares of our

common stock outstanding immediately after the completion of this offering.

A $1.00 increase (decrease) in the assumed initial public offering price of $ per share, which is the

midpoint of the offering price range set forth on the cover page of this prospectus, would increase

(decrease) total consideration paid by new investors and total consideration paid by all stockholders by

approximately $ million, assuming that the number of shares offered by us and the selling

stockholders, as set forth on the cover page of this prospectus remains the same and after deducting the

underwriting discounts and commissions.

Except as otherwise indicated, the above discussion and tables assume no exercise of the

underwriters’ option to purchase additional shares. If the underwriters’ option to purchase additional

shares is exercised in full, our existing stockholders would own % and our new investors would

own % of the total number of shares of our Class A common stock outstanding upon completion of this

offering.

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In addition, to the extent we issue any additional stock options or any outstanding stock options or

warrants are exercised, or we issue any other securities or convertible debt in the future, investors will

experience further dilution.

The foregoing tables and calculations (other than the historical net tangible book value calculations)

are based on shares of our Class A common stock outstanding and shares of our Class B

common stock outstanding (after giving effect to the Capital Stock Conversion, the Note Conversion, the

SAFE Conversion, and the RSU Net Settlement), in each case as of July 31, 2025, and excludes :

• 41,581,733 shares of our Class A common stock issuable upon the exercise of stock options

outstanding as of July 31, 2025 under our 2015 Plan, with a weighted-average exercise price of

$13.32 per share, of which 8,611,649 shares will be exchangeable for an equal number of shares

of Class B common stock at the election of our co-founders upon exercise;

• 339,246 shares of our Class A common stock issuable upon the exercise of stock options granted

after July 31, 2025 under our 2015 Plan with a weighted-average exercise price of $25.35 per

share;

• 6,180,957 shares of Class A common stock issuable upon the vesting and settlement of RSUs

outstanding as of the date of this prospectus subject to time-based service and/or performance-

based conditions, for which (i) the service-based condition was not satisfied as of such date and

(ii) the performance-based condition, if applicable, will be satisfied upon the effectiveness of the

registration statement of which this prospectus forms a part, of which 1,742,147 shares will be

exchangeable for an equal number of shares of Class B common stock at the election of our co-

founders upon settlement;

• shares of our Class A common stock issuable upon the exercise of warrants to

purchase shares of Class A common stock outstanding as of July 31, 2025, with a

weighted-average exercise price of $ per share;

• shares of Class A common stock issuable upon the exercise of a stock option to be

granted to an executive officer immediately following pricing of this offering, which will be subject

to a time-based service vesting condition, with an exercise price equal to the initial public offering

price per share set forth on the cover page of this prospectus, with such number of shares

calculated using the Black-Scholes option-pricing model based on the assumed initial public

offering price of $ per share, the midpoint of the price range set forth on the cover page of

this prospectus (with the actual number of shares underlying such stock option to be calculated

using the actual public offering price per share);

• up to shares of our Class A common stock reserved for future issuance under the 2025

Plan, which will become effective upon the effectiveness of the registration statement of which

this prospectus forms a part, consisting of new shares and up to shares underlying

outstanding awards granted under our 2015 Plan that, after the date the 2025 Plan becomes

effective, either are not issued (due to the awards expiring or being settled in cash), are forfeited

or repurchased due to failure to vest, or are withheld to satisfy the exercise, strike, or purchase

price or tax withholding obligations ; and

• shares of our Class A common stock reserved for future issuance under the 2025 ESPP

which will become effective in connection with this offering.

Our 2025 Plan and 2025 ESPP provide for annual automatic increases in the number of shares

reserved thereunder. See the section titled “Executive Compensation—Equity Plans” for additional

information.

To the extent any outstanding options are exercised, or any outstanding RSUs settle, or new stock

options or RSUs are issued under our equity incentive plans, or we issue additional equity or convertible

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debt securities in the future, there will be further dilution to investors participating in this offering. If all

outstanding options and RSUs under our 2015 Plan as of the date of this prospectus were exercised or

settled, then our existing stockholders, including the holders of these securities would own approximately

% and our new investors would own approximately % of the total number of shares of our Class A

common stock and Class B common stock outstanding on the completion of this offering. In addition, we

may choose to raise additional capital because of market conditions or strategic considerations, even if

we believe that we have sufficient funds for our current or future operating plans. If we raise additional

capital through the sale of equity or convertible debt securities, the issuance of these securities could

result in further dilution to our stockholders.

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MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF

OPERATIONS

The following discussion and analysis of financial condition and results of operations should be read

together with our consolidated financial statements and related notes, and other financial information,

included elsewhere in this prospectus. In addition to our historical results of operations and financial

position, this discussion contains forward-looking statements that involve risks and uncertainties. Our

actual results could differ materially from those discussed in or implied by these forward-looking

statements. Factors that could cause or contribute to such differences include, but are not limited to,

those discussed in the section titled “Risk Factors.” Our historical results are not necessarily indicative

of the results to be expected for any period in the future, and results for any interim period should not be

construed as an inference of what our results would be for any full year or future period.

Overview

Navan is an end-to-end, AI-powered software platform built to simplify the global business T&E

experience, benefiting users, customers, and suppliers. From day one, we leveraged technology to

reimagine business travel. We built a comprehensive platform that serves as the foundation for further

disruption. We deliver delightful, personalized experiences for users, efficiency and control for customers,

and direct market access for suppliers — all powered by our proprietary AI framework, Navan Cognition.

The Navan platform creates a powerful flywheel effect where the user, customer, and supplier

benefits reinforce each other. Our enterprise-grade platform is characterized by its intuitive design, ease

of use, and tangible time-saving features, which foster a user-centric experience that travelers genuinely

appreciate. This is reflected in our overall CSAT score of 96%, our virtual agent CSAT score of 78%,

which is on par with human agent performance, and NPS of 43 , each for the six months ended July 31,