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Navan, Inc.

Navan, Inc.NAVNEarnings & Financial Report

Nasdaq · Corporate travel management

Navan, Inc. is an American corporate travel and expense management company headquartered in Palo Alto, California. Founded in May 2015 by Ariel Cohen and Ilan Twig, Navan offers an integrated platform combining travel booking, corporate-issued payment cards, expense reporting, and analytics for businesses worldwide.

What changed in Navan, Inc.'s 10-K — 2025 vs 2026

Top changes in Navan, Inc.'s 2026 10-K

380 paragraphs added · 645 removed · 156 edited across 5 sections

Item 1. Business

Business — how the company describes what it does

2 edited+188 added−244 removed0 unchanged
Fees from our platform customers are either earned on a per-booking transaction or subscription basis. Fees from our travel supply and payment partners are generally earned on a per-transaction basis. Under our arrangements with certain travel supply partners, we earn additional fees when cumulative actual booking or transaction dollar volume exceeds specified contractual thresholds.
We earn revenue from these suppliers in the form of fees on a per-transaction basis. Under our arrangements with certain suppliers, we earn additional fees when cumulative actual booking or transaction dollar volume exceeds specified contractual thresholds.
Our primary obligation to our payment partners is to connect them with user transaction volume on our physical and virtual corporate cards. We earn fees and other incentives from our payment partners based on the transaction dollar volume of each physical or virtual corporate card payment transaction processed, and we recognize revenue in the period each transaction occurs.
We earn revenue from our payment partners from fees based on the 15 Table of Conte n ts transaction dollar volume of spend on our corporate cards. We do not earn revenue from customers’ use of the cards enrolled in Navan Connect nor do we bear any risk related to payments made with those cards.
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AND SUBSIDIARIES CONDENSED CONSOLIDATED BALANCE SHEETS (in thousands, except par value and share amounts) (unaudited) As of October 31, 2025 January 31, 2025 Assets Current assets: Cash and cash equivalents $ 809,080 $ 157,672 Restricted cash, current 81,469 148,157 Accounts receivable, net 220,038 184,856 Corporate card receivables, net 200,323 157,755 Contract acquisition costs, current 7,389 4,784 Prepaid expenses and other current assets 60,061 35,628 Total current assets 1,378,360 688,852 Restricted cash, non-current 4,705 4,766 Contract acquisition costs, non-current 22,715 16,185 Operating lease right-of-use assets 41,624 48,006 Property, equipment, and software, net 32,735 29,538 Intangible assets, net 54,599 55,633 Goodwill 232,883 219,728 Other non-current assets 25,036 21,246 Total assets $ 1,792,657 $ 1,083,954 Liabilities, redeemable convertible preferred stock and stockholders’ equity (deficit) Current liabilities: Accounts payable $ 62,325 $ 42,829 Accrued expenses and other current liabilities 194,814 136,798 Notes payable, current 1,329 175,913 Trade loan facility — 45,000 Operating lease liabilities, current 10,174 11,389 Deferred revenue, current 38,457 34,097 Total current liabilities 307,099 446,026 Operating lease liabilities, non-current 37,476 43,098 Convertible notes — 182,394 Embedded derivative liability — 59,820 ABL facility 37,000 — Warehouse credit facility 168,174 214,238 Notes payable, non-current 130 394 Deferred revenue, non-current — 813 Other non-current liabilities 23,957 22,949 Total liabilities 573,836 969,732 7 Table of Contents As of October 31, 2025 January 31, 2025 Commitments and contingencies (Note 12) Redeemable convertible preferred stock, par value $0.00000625: No shares authorized, issued, and outstanding as of October 31, 2025. 157,027,585 shares authorized, 146,360,207 shares issued and outstanding as of January 31, 2025 (aggregate liquidation preference of $1,301,402) — 1,301,121 Stockholders’ equity (deficit) Preferred stock, par value $0.00000625 per share: 20,000,000 shares authorized, no shares issued and outstanding as of October 31, 2025.
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ITEM 1. BUSINESS. Overview Navan is a global AI-powered business travel and expense platform. We leverage technology to reimagine business travel and deliver personalized experiences for users, efficiency and control for customers, and direct market access for suppliers—all powered by our proprietary AI framework, Navan Cognition.
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No shares authorized, issued, and outstanding as of January 31, 2025 — — Class A common stock, par value $0.00000625 per share: 2,000,000,000 shares authorized, 233,286,459 shares issued and outstanding as of October 31, 2025. 253,919,000 shares authorized, 45,782,871 shares issued and outstanding as of January 31, 2025 2 1 Class B common stock, par value $0.00000625 per share: 50,000,000 shares authorized, 15,304,696 shares issued and outstanding as of October 31, 2025.
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We identified the challenges of legacy travel and expense management systems, and built Navan on the premise that to win, all players in the ecosystem - users, customers, and suppliers - must be integrated on one platform with AI at its core.
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No shares authorized, issued, and outstanding as of January 31, 2025 — — Additional paid-in capital 3,177,712 467,835 Accumulated deficit (1,942,382) (1,617,113) Accumulated other comprehensive loss (16,511) (37,622) Total stockholders’ equity (deficit) 1,218,821 (1,186,899) Total liabilities, redeemable convertible preferred stock and stockholders’ equity (deficit) $ 1,792,657 $ 1,083,954 The accompanying notes are an integral part of these unaudited condensed consolidated financial statements. 8 Table of Contents NAVAN, INC.
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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 our cohesive offering, the Navan platform unlocks a smarter, more rewarding future for travel—one where everyone wins.
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AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (in thousands, except share and per share amounts) (unaudited) Three Months Ended October 31, Nine Months Ended October 31, 2025 2024 2025 2024 Revenue $ 194,934 $ 151,118 $ 524,347 $ 404,845 Cost of revenue 57,080 44,522 149,663 127,067 Gross profit 137,854 106,596 374,684 277,778 Operating expenses Research and development 51,195 33,000 115,955 90,784 Sales and marketing 94,949 58,086 225,325 161,616 General and administrative 70,946 34,968 140,791 100,206 Total operating expenses 217,090 126,054 482,071 352,606 Loss from operations (79,236) (19,458) (107,387) (74,828) Interest expense (15,539) (19,658) (47,510) (57,509) Other income (expense), net (544) 1,022 6,155 2,975 Loss on extinguishment of debt (97,450) — (117,978) — Gain (loss) on fair value adjustments (29,155) 1,381 (47,041) 4,401 Loss before income tax expense (221,924) (36,713) (313,761) (124,961) Income tax expense 3,465 5,169 11,508 9,465 Net loss $ (225,389) $ (41,882) $ (325,269) $ (134,426) Net loss per share attributable to common stockholders: Basic and diluted net loss per share $ (4.58) $ (0.92) $ (6.94) $ (2.97) Weighted-average shares outstanding used to compute net loss per share attributable to common stockholders 49,258,348 45,324,084 46,884,867 45,210,172 The accompanying notes are an integral part of these unaudited condensed consolidated financial statements. 9 Table of Contents NAVAN, INC.
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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.
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AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS (in thousands) (unaudited) Three Months Ended October 31, Nine Months Ended October 31, 2025 2024 2025 2024 Net loss $ (225,389) $ (41,882) $ (325,269) $ (134,426) Other comprehensive income, net of tax: Foreign currency translation adjustments (2,497) 2,772 21,111 5,716 Total other comprehensive income, net of tax (2,497) 2,772 21,111 5,716 Total comprehensive loss $ (227,886) $ (39,110) $ (304,158) $ (128,710) The accompanying notes are an integral part of these unaudited condensed consolidated financial statements. 10 Table of Contents NAVAN, INC.
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This is reflected in our overall customer satisfaction score (“CSAT”) score of 96%, our virtual agent CSAT score of 81%, which is on par with human agent performance, and net promoter score (“NPS”) of 45, each for the year ended January 31, 2026.
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AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF REDEEMABLE CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS’ EQUITY (DEFICIT) (in thousands, except share amounts) (unaudited) Redeemable Convertible Preferred Stock Additional paid-in Accumulated Total stockholders' equity Common Stock (1) Accumulated other comprehensive Shares Amount Shares Amount capital deficit income (loss) (deficit) Balance as of January 31, 2025 146,360,207 $ 1,301,121 45,782,871 $ 1 $ 467,835 $ (1,617,113) $ (37,622) (1,186,899) Net loss — — — — — (61,257) — (61,257) Other comprehensive income, net of tax — — — — — — 26,035 26,035 Issuance of equity-classified warrants in connection with term loan — — — — 11,007 — — 11,007 Issuance of common stock upon exercise of stock options — — 187,013 — 1,820 — — 1,820 Vesting of early exercised stock options — — — — 287 — — 287 Stock-based compensation — — — — 17,830 — — 17,830 Balance as of April 30, 2025 146,360,207 $ 1,301,121 45,969,884 $ 1 $ 498,779 $ (1,678,370) $ (11,587) $ (1,191,177) Net loss — — — — — (38,623) — (38,623) Other comprehensive income, net of tax — — — — — — (2,427) (2,427) Issuance of common stock upon exercise of stock options — — 361,388 — 4,006 — — 4,006 Vesting of early exercised stock options — — — — 296 — — 296 Stock-based compensation — — — — 19,474 — — 19,474 Balance as of July 31, 2025 146,360,207 $ 1,301,121 46,331,272 $ 1 $ 522,555 $ (1,716,993) $ (14,014) $ (1,208,451) Net loss — — — — — (225,389) — (225,389) Other comprehensive income, net of tax — — — — — — (2,497) (2,497) Issuance of common stock upon initial public offering, net of underwriting costs — — 30,000,000 — 713,302 — — 713,302 Deferred offering costs — — — — (9,290) — — (9,290) Conversion of redeemable convertible preferred stock to common stock upon initial public offering (146,360,207) (1,301,121) 146,599,125 1 1,301,120 — — 1,301,121 Conversion of SAFEs upon initial public offering — — 7,851,008 — 196,275 — — 196,275 Conversion of convertible notes upon IPO — — 12,827,963 — 320,699 — — 320,699 Reclassification of preferred stock warrants & SAFE warrants to equity — — — — 31,343 — — 31,343 Issuance of common stock upon net exercise of warrants — — 1,702,192 — 35 — — 35 Issuance of common stock upon exercise of stock options — — 2,345,971 — 17,809 — — 17,809 Issuance of common stock upon settlement of restricted stock units, net of shares withheld — — 934,353 — (17,728) — — (17,728) Vesting of early exercised stock options — — — — 283 — — 283 Early exercised shares repurchased — — (729) — — — — — Stock-based compensation — — — — 101,309 101,309 Balance as of October 31, 2025 — — 248,591,155 $ 2 $ 3,177,712 $ (1,942,382) $ (16,511) $ 1,218,821 ________________ (1) The share amounts listed above combine common stock, Class A common stock and Class B common stock.
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When frequent travelers have a positive, efficient experience and earn rewards, they are more likely to use Navan. Our platform provides customers with greater visibility into spending, stronger 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.
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In connection with the completion of our initial public offering, all previously outstanding shares of common stock were reclassified into Class A common stock and Class B common stock.
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With more suppliers and inventory available, we can offer better options and competitive pricing, further enhancing the experience for frequent travelers. This cycle strengthens the 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.
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Refer to Note 1 for more information. 11 Table of Contents Accumulated Redeemable Convertible Preferred Stock Common Stock Additional paid-in Accumulated other comprehensive Total stockholders' equity Shares Amount Shares Amount capital deficit income (loss) (deficit) Balance as of January 31, 2024 146,360,207 $ 1,301,121 45,117,008 $ 1 $ 382,356 $ (1,436,035) $ (28,293) $ (1,081,971) Net loss — — — — — (49,630) — (49,630) Other comprehensive income, net of tax — — — — — — (3,891) (3,891) Issuance of common stock upon exercise of stock options — — 149,918 — 1,254 — — 1,254 Vesting of early exercised stock options — — — — 188 — — 188 Stock-based compensation — — — — 18,012 — — 18,012 Balance as of April 30, 2024 146,360,207 $ 1,301,121 45,266,926 $ 1 $ 401,810 $ (1,485,665) $ (32,184) $ (1,116,038) Net loss — — — — — (42,914) — (42,914) Other comprehensive income, net of tax — — — — — — 6,835 6,835 Issuance of common stock upon exercise of stock options — — 89,382 — 726 — — 726 Vesting of early exercised stock options — — — — 876 — — 876 Stock-based compensation — — — — 17,997 — — 17,997 Balance as of July 31, 2024 146,360,207 $ 1,301,121 45,356,308 $ 1 $ 421,409 $ (1,528,579) $ (25,349) $ (1,132,518) Net loss — — — — — (41,882) — (41,882) Other comprehensive income, net of tax — — — — — — 2,772 2,772 Issuance of common stock upon exercise of stock options — — 71,281 — 702 — — 702 Vesting of early exercised stock options — — — — 301 — — 301 Stock-based compensation — — — — 25,260 — — 25,260 Balance as of October 31, 2024 146,360,207 $ 1,301,121 45,427,589 $ 1 $ 447,672 $ (1,570,461) $ (22,577) $ (1,145,365) The accompanying notes are an integral part of these unaudited condensed consolidated financial statements. 12 Table of Contents NAVAN, INC.
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We aggregate supply through direct supplier relationships, real-time API integrations, and a robust network of partnerships. 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.
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AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (in thousands) (unaudited) Nine Months Ended October 31, 2025 2024 Cash flows from operating activities: Net loss $ (325,269) $ (134,426) Adjustments to reconcile net loss to net cash used in operating activities: Stock-based compensation, net of amounts capitalized 135,091 59,487 Non-cash interest expense 25,813 35,817 Deferred income taxes 397 (536) Depreciation and amortization 18,125 18,832 Amortization of contract acquisition costs 4,172 3,676 Provision for doubtful accounts 6,633 4,439 Loss (gain) on fair value adjustments 47,041 (4,401) Debt issuance costs expensed related to SAFEs 2,913 — Loss on extinguishment of debt 117,978 — Other (163) 202 Changes in operating assets and liabilities, net of effect of business acquisitions: Accounts receivable (32,844) (26,287) Prepaid expenses and other current assets (22,290) (14,015) Contract acquisition costs (13,307) (16,648) Other non-current assets (797) (689) Accounts payable 6,726 31,096 Accrued expenses and other current liabilities 24,669 (2,461) Deferred revenue 3,533 1,196 Operating lease right-of-use asset and operating lease liabilities, net (475) 2,491 Other non-current liabilities 743 759 Net cash used in operating activities (1,311) (41,468) Cash flows from investing activities: Capitalized software development costs (13,072) (11,567) Purchases of property and equipment (589) (774) Proceeds from sale of subsidiary, net of cash sold (354) — Decrease (increase) in corporate card receivables (35,533) 19,126 Cash consideration for business acquisition, net of cash acquired — (3,879) Net cash provided by (used in) investing activities (49,548) 2,906 Cash flows from financing activities: Proceeds from stock option exercises 23,682 3,023 Proceeds from borrowings of debt 215,932 84,800 Proceeds from issuance of SAFEs 155,000 — Payments of borrowings of debt (468,124) (8,350) Payments for debt issuance costs (10,985) (1,512) 13 Table of Contents Nine Months Ended October 31, 2025 2024 Payments of deferred offering costs (4,165) — Payment of deferred consideration in business combinations — (275) Proceeds from issuance of common stock in IPO, net of underwriting costs 713,302 — Taxes collected from selling shareholders stock option exercises 14,281 — Payment of tax withholdings on settlement of RSUs (8,333) — Proceeds from exercise of warrants 35 — Net cash provided by financing activities 630,625 77,686 Effect of exchange rate changes on cash, cash equivalents and restricted cash 4,893 (616) Net increase in cash, cash equivalents and restricted cash 584,659 38,508 Cash, cash equivalents and restricted cash, beginning of period $ 310,595 $ 267,382 Cash, cash equivalents and restricted cash, end of period $ 895,254 $ 305,890 Supplemental disclosure of cash flow information: Cash paid for interest $ 21,697 $ 21,692 Cash paid for income taxes $ 12,816 $ 5,514 Noncash investing and financing activities: Vesting of early exercised stock options $ 866 $ 1,365 Capitalized stock-based compensation for internal-use software development costs $ 3,522 $ 1,782 Deferred offering costs not yet paid $ 5,126 $ — Conversation of redeemable convertible preferred stock to common stock $ 1,301,120 $ — Conversion of SAFEs to equity upon IPO $ 196,275 $ — Reclassification of preferred stock warrants & SAFE warrants to equity upon IPO $ 31,343 $ — Conversion of convertible notes to equity upon IPO $ 320,699 $ — Tax withholding liability related to RSU net settlement $ 9,395 $ — The accompanying notes are an integral part of these unaudited condensed consolidated financial statements. 14 Table of Contents NAVAN, INC.
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We make every step of the pre-booking, in-travel, and post-trip process as easy and automated as possible.
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AND SUBSIDIARIES Notes to Condensed Consolidated Financial Statements (unaudited) NOTE 1 - DESCRIPTION OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES Description of Business Navan, Inc. (the “Company”, “we”, “our”), together with its subsidiaries, is a cloud-based technology platform built to solve the comprehensive needs of frequent travelers.
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Our strategy is to land a customer with our Travel offering, provide exceptional service to 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.
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We offer a comprehensive, all-in-one, AI-powered travel, payments and expense management solution designed to streamline the entire travel lifecycle, from booking and policy enforcement to payment processing, expense reconciliation, and reporting. The Company was incorporated in the state of Delaware in February 2015.
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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.
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The Company is currently headquartered in Palo Alto, California and has operations in North America, Asia Pacific, the Middle East, and Europe.
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Our platform also provides actionable analytics and intelligence for managers to monitor and approve travel and entertainment spend in real-time. Our Solution We built Navan as a solution to provide travelers a seamless user experience in a historically highly fragmented industry.
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Initial Public Offering On October 31, 2025, the Company completed its initial public offering (the “IPO”) in which the Company issued and sold 30,000,000 shares of its Class A common stock at a public offering price of $25.00 per share, which resulted in net proceeds of $713.3 million after deducting underwriting discounts and before deducting offering costs.
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Our global AI-powered business travel and expense 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 travel and expense (“T&E”) spend. Navan Cognition is our proprietary AI framework that powers intelligent automation and decision making across the user journey.
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In addition, selling stockholders sold 6,924,406 shares of Class A common stock in the IPO at the public offering price of $25.00 per share. The Company did not receive any proceeds from the sale of Class A common stock by the selling stockholders.
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This intelligence layer enhances virtually every 8 Table of Conte n ts step of the travel process, from booking to reconciliation, helping us deliver a more seamless, policy-compliant, and cost-effective experience for customers of all sizes.
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As of October 31, 2025, the underwriters had not exercised their option to purchase an additional 5,538,660 shares of Class A common stock at the public offering price of $25.00 less underwriting discounts.
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Navan Cloud: The Infrastructure of Our Travel Experience We built our proprietary technology and partner infrastructure from the ground up to provide global, real-time inventory that maximizes choice for our users.
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In connection with the IPO, the Company adopted an amended and restated certificate of incorporation and amended and restated bylaws, which became effective immediately prior to the completion of the IPO and authorized 2,070,000,000 shares of capital stock, consisting of: (a) 2,050,000,000 shares of Common Stock divided into two series with (i) 2,000,000,000 shares of the Common Stock being a series designated as Class A common stock and (ii) 50,000,000 shares of the Common Stock being a series designated as Class B common stock; and (b) 20,000,000 shares of undesignated preferred stock.
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In contrast with legacy players, who have generally expanded through acquisitions of local travel agencies and have a highly fragmented view of inventory with limited access to smaller suppliers, 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.
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In addition, all outstanding shares of the Company’s redeemable convertible preferred stock automatically converted into 146,599,125 shares of Class A common stock. Refer to Note 10 — Stockholder’s Equity (Deficit) for additional information.
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Acting as a proprietary, in-house aggregator platform, our highly scalable Navan Cloud aggregates and dynamically accesses our broad inventory through direct relationships, application programming interface (“API”) integrations, and partnerships to provide high levels of choice: • Direct Supplier Relationships.
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In connection with the IPO, all shares of the Company’s common stock outstanding prior to completion of the IPO were exchanged into an equivalent number of shares of Class A common stock.
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We have curated direct partnerships with a vast network of airlines, hotels, and other suppliers, giving us better and sometimes exclusive access to inventory and lower prices. These relationships also let us provide richer content such as seating, amenities, and fare classes, directly from suppliers, enabling a more customizable booking experience.
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In addition, pursuant to an exchange agreement with the Company’s two co-founders (the “Co-Founders”) and certain of their affiliates, which became effective as of the completion of the IPO, 15,304,696 shares of the Company’s Class A common stock beneficially owned by the Co-Founders and their respective affiliated entities were exchanged for an equivalent number of shares of our Class B common stock.
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A cornerstone of our supply sourcing strategy is to source content directly from suppliers, whether through International Air Transport Association’s New Distribution Capability (“NDC”), where Navan sits on governing bodies and helps define NDC standards, direct integrations to Passenger Service Systems, or other APIs provided by the supplier.
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Subject to separate equity exchange right agreements entered into with them in connection with the IPO, each Co-Founder has a right (but not an obligation) to require the Company 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 that were granted to the respective Co-Founders prior to the effectiveness of the filing of our amended and restated certificate of incorporation (the “Equity Exchange Rights”).
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This enables access to the newest releases and updates to the travel distribution ecosystem. It also positions us as a partner to these suppliers, helping shape new traveler benefits and automated fulfillment and servicing capabilities that benefit our efficiency and the travel experience for our users. • API Integrations.
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In connection with the IPO, the Company recognized a one-time cumulative stock-based compensation expense charge of $81.8 million associated with the satisfaction of the performance-based vesting condition for outstanding restricted stock units (“RSUs”) which was satisfied in connection with the IPO and for which the service-based vesting condition had also been satisfied as of that date, of which $0.9 million was capitalized related to software development.
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Our advanced API technology enables real-time integration with suppliers, ensuring users get accurate, real-time pricing, content, and availability. Where APIs are not available, we leverage our strong direct supplier relationships to source data across a broad set of channels. • Partnerships.
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To meet the related tax withholding requirements for the net settlement of the vested RSUs, the Company withheld 709,106 shares underlying such equity awards, resulting in the net issuance of 934,353 shares of Class A common stock. 15 Table of Contents Based on the IPO price of $25.00 per share, the Company’s related tax withholding obligation was $17.7 million, of which $8.3 million was paid during the three months ended October 31, 2025.
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We have developed deep partnerships with banks, financial technology companies, and payment providers to broaden capabilities across our payments platform. These include integrations with payment networks like Visa and Mastercard as well as card issuers like Brex, Rho, Citi, Barclays, and Citizens Bank, extending our reach into the financial ecosystem.
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Refer to Note 9 — Equity Incentive Plans for additional information.
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Our direct connections and integrations give us access to sell over 600 airlines via global distribution systems (“GDSs”), NDC, and low-cost carriers (“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.
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Basis of Presentation and Principles of Consolidation The unaudited condensed consolidated financial statements and accompanying notes have been prepared in accordance with generally accepted accounting principles in the United States of America (“GAAP”) and applicable rules and regulations of the Securities and Exchange Commission (the “SEC”) for interim financial information.
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Our proprietary infrastructure provides customers with dynamic access to pricing and travel availability, ensuring that users always have the most accurate information at their fingertips. Navan Cloud also simplifies expense management during and after a trip so that customers can understand and accurately capture T&E spend in real time.
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Certain information and disclosures normally included in consolidated financial statements prepared in accordance with GAAP have been condensed or omitted.
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Navan Cognition: Our New Paradigm in AI-Powered Travel Management From our early founding days, we have invested in AI technologies at the core of our platform. We started with advanced machine learning (“ML”) capabilities that were revolutionary in this industry in our early days, but we did not stop there. As the technology progressed, so did we.
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Accordingly, these unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and the related notes for the year ended January 31, 2025 which can be found in the Company’s final prospectus dated October 29, 2025, filed with the SEC on October 31, 2025 pursuant to Rule 424(b)(4) under the Securities Act of 1933 (the “Prospectus”).
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We evolved from deploying customized ML algorithms that deliver best-in-class optimization and personalization to building a sophisticated agentic AI platform that is programmable, modular, and dynamic.
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The January 31, 2025 condensed consolidated balance sheet was derived from the Company’s audited consolidated financial statements as of that date. The unaudited condensed consolidated financial statements include, in the opinion of management, all adjustments, consisting of normal and recurring items, necessary for the fair statement of the condensed consolidated financial statements for the periods presented.
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We developed a new paradigm in AI-powered travel management through Navan Cognition, our third-generation innovative proprietary AI framework that combines the precision and predictive power of ML with the reasoning capabilities of large language models (“LLMs”).
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We consolidate our wholly-owned subsidiaries over which we exercise control, and variable interest entities (“VIEs”) where we are deemed to be the primary beneficiary. See Note 8 — Variable Interest Entities for further details.
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Navan Cognition is designed to leverage third-party LLMs in combination with our own proprietary, internally developed software to 9 Table of Conte n ts operate a modular framework of virtual agents using a graph-based workflow.
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The accompanying unaudited condensed consolidated financial statements include the accounts of the Company and entities in which it has a controlling financial interest in accordance with the consolidation accounting principles guidance. All intercompany profits, transactions, and balances have been eliminated in consolidation.
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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, including our virtual agent chatbot, Ava. Within the Navan Cognition framework, our networks of virtual agents identify, categorize, and execute user queries (including distinct tasks) as users interface with our platform.
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There have been no significant changes in accounting policies during the nine months ended October 31, 2025 from those disclosed in the annual consolidated financial statements for the year ended January 31, 2025 and the related notes. The Company’s fiscal year ends on January 31.
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The graph-based workflow identifies and processes the intent behind users’ requests to our virtual agents (such as travel type and preferences) to prompt the LLM models to execute the most relevant workflow in response to requests, while refining user intent to strive for accurate responses and minimal hallucinations.
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References made to “fiscal 2026” and “fiscal 2025” refer to the Company’s fiscal years ending January 31, 2026 and ended January 31, 2025, respectively. Prior period amounts within Note 4 — Supplemental Financial Statement Information have been reclassified to conform to the current period presentation.
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Virtual agent outputs undergo compliance, fact-checking, and logic validation, and supervisory workflows are in place with the goal of preventing hallucinations and unauthorized or unintended actions from reaching users.
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These reclassifications had no impact on our previously reported total current assets, total assets, total current liabilities, total liabilities, results of operations, comprehensive income or net cash flows from operating, financing, or investing activities.
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This framework allows our virtual agents to masterfully manage an increasing number of tasks and requests on our platform, from booking modifications to expense tracking, communicating naturally with users while maintaining strict operational safeguards. For instance, our virtual agents can proactively contact hotels to verify payment arrangements before a traveler's arrival, ensuring a smooth check-in experience.
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Deferred Offering Costs Deferred offering costs, which consist of direct incremental legal, consulting, accounting, and other fees related to the sale of the Company’s common stock in the IPO, were initially capitalized and recorded in prepaid expenses and other current assets on the condensed consolidated balance sheets.
Added
For more information regarding the risks related to the use of AI in our business, see the section titled “ Risk Factors—Risks Related to Privacy, Cybersecurity, and Intellectual Property— 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 . ” Navan Cognition has also been core to helping us improve the service offering of our platform without adding cost to our customers and enabling us to further optimize margins.
Removed
We incurred $9.3 million of deferred offering costs which were recorded as a reduction of additional paid-in capital on the condensed consolidated balance sheets as of October 31, 2025. Reverse Stock Split On September 18, 2025, the Company effected a one-for-three reverse stock split of its common stock and redeemable convertible preferred stock.
Added
Our AI-powered virtual agent chatbot, Ava, handle d approximately 52% of user interactions while maintaining an impressive average CSAT score of 96% for our overall platform and 81% for Ava, which is on par with human agent performance, each for the year ended January 31, 2026 .
Removed
All share and per share information has been retroactively adjusted to reflect the reverse stock split for all periods presented. 16 Table of Contents Use of Estimates The preparation of our condensed consolidated financial statements in conformity with GAAP requires management to make estimates, judgments and assumptions that affect the reported amounts in the condensed consolidated financial statements and accompanying notes.
Added
Most importantly, we have achieved this while striving to adhere to our zero-critical-hallucination standard, which aims to ensure every interaction is accurate, reliable, and trustworthy. Examples of “critical” hallucinations include charging the incorrect amount for a ticket, or incorrectly providing a free upgrade. Looking ahead, we intend to continue expanding both our ML and Navan Cognition capabilities.
Removed
Estimates and judgments are based on historical experience, forecasted events and various other assumptions that the Company believes to be reasonable under the circumstances.
Added
This dual approach, combining the precision of ML with the autonomous reasoning of Navan Cognition, positions us to deliver increasingly sophisticated, personalized, and efficient travel solutions. We aim to leverage these advancements to further streamline workflows, enhance self-service options, and create even more value for our users through intelligent automation, ultimately helping us drive the future of travel.
Removed
On an ongoing basis, management evaluates estimates, including, but not limited to: carrying values and useful lives of long-lived assets and intangible assets; capitalization of internal-use software costs; the expected period of benefit for contract acquisition costs; the estimate of expected credit losses on accounts receivable; fair values of assets acquired and liabilities assumed in business combinations; fair values of financial instruments; fair values of stock-based awards issued; the vested and unpaid rewards earned by users of our platform; revenue recognition; the incremental borrowing rate used for operating lease liabilities; and assumptions used in accounting for income taxes.
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Navan Cognition is not just a feature, it represents the foundation of our platform. Designed with built-in safeguards and real-time oversight, it works to ensure that AI-driven actions are reliable, secure, and aligned with enterprise needs.
Removed
These estimates are inherently subject to judgment and actual results could differ from those estimates. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of cash and cash equivalents, restricted cash and accounts receivable.
Added
As we continue to expand the capabilities of Navan Cognition, it serves as the infrastructure layer upon which a growing ecosystem of intelligent travel applications will be built, powering a safer, smarter, and more adaptive future for business travel. Navan Native Apps and Enterprise Integrations We have developed simple and intuitive front-end experiences for travel, payments, and expense management.
Removed
The Company’s cash and cash equivalents and restricted cash are on deposit with high-quality financial institutions that exceed federally insured limits. The Company regularly monitors the composition and maturities of cash and cash equivalent and restricted cash balances. The Company has not experienced any losses due to institutional failure or bankruptcy.
Added
Users can interface with our platform through web and mobile applications, omnichannel support, and white label travel solutions. Customers can also access our platform through administrative apps or through enterprise integrations for expense management and bank or credit cards. Our apps are discrete gateways into our platform that share a common data infrastructure and remain universally synchronized.

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Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

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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.
We and 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 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.
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.
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.
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.
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 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.
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.
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 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.
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.
If our 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.
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.
We do not intend to pay dividends for the foreseeable future. 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.
Our quarterly results of operations may fluctuate 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 Management, 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; 73 Table of Contents • 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 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; • 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.
Our results of operations may fluctuate 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 Management, 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; 30 Table of Conte n ts • 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 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; • 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.
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 particular, in 2025 the U.S. government 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.
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.
Among other things, our 71 Table of Conte n ts 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.
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; 104 Table of Contents • 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.
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.
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 (the “Sarbanes-Oxley Act”), (ii) reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements and the required number of years of audited financial statements, and (iii) exemptions from 105 Table of Contents the requirements of holding non-binding advisory stockholder votes on executive compensation and stockholder approval of any golden parachute payments not approved previously.
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 (the “Sarbanes-Oxley Act”), (ii) reduced disclosure obligations regarding executive compensation in 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.
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 Edge.
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 product interface enhancements such as Navan Edge.
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.
Maintaining and enhancing our brand may require us to make substantial investments not just in our Travel Management offerings but also in newer offerings, such as Bleisure and Navan Edge, and to make substantial investments in new non-U.S. markets, which may not be successful. Marketing campaigns are also critical to the success of our product-led growth sales strategy.
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.
Our ability to deploy AI, or the ability of our competitors to do so better, may negatively impact our gross margins, impair our ability to compete effectively, result in reputational harm and have an adverse impact on our operating results. Our platform must also integrate with a variety of network, hardware, mobile, and software platforms and technologies.
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.
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 individuals’ data privacy expectations) are quickly changing, becoming increasingly stringent, and creating uncertainty.
The trading price of our Class A common stock could be subject to wide fluctuations in response to numerous factors in addition to the ones described in this “Risk Factors” section, many of which are beyond our control, including 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; • 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; 110 Table of Contents • 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.
The trading price of our Class A common stock could be subject to wide fluctuations in response to numerous factors in addition to the ones described in this “Risk Factors” section, many of which are beyond our control, including 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; • investor sentiment regarding AI-related business models, our competitors, and our industry in general; • 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; 67 Table of Conte n ts • 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; • 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.
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 115 Table of Contents incorporation, or our amended and restated bylaws, or any action asserting a claim against us that is governed by the internal affairs doctrine.
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.
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.
We may need to modify and enhance our platform and offerings to adapt to changes and innovation in these technologies as well as to demonstrate increasing benefits and efficiencies of our platform to customers and their employees, who are expected to demand continued innovation in the features and functionalities of our platform and offerings.
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; 75 Table of Contents • 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 United States; • 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; • compliance with anti-bribery laws, such as the U.S.
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; 32 Table of Conte n ts • 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 United States; • 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; • compliance with anti-bribery laws, such as the U.S.
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.
Existing laws and regulations may also 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.
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. 102 Table of Contents Our ability to use our net operating loss carryforwards to offset future taxable income may be subject to certain limitations.
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.
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.
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 R&M 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.
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 those of our other stockholders and may vote in a way with which other stockholders disagree and which 112 Table of Contents may be adverse to other stockholders’ interests.
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 those of our other stockholders and may vote in a way with which other stockholders disagree and which may be adverse to other stockholders’ interests.
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- 89 Table of Contents enabled browser signals from the Global Privacy Control.
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.
We are continuing to develop and refine our disclosure controls, internal control over financial reporting and other procedures that are designed to 107 Table of Contents 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.
We are continuing to develop and refine our disclosure controls, internal control over financial reporting and other procedures that are designed to 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.
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. 95 Table of Contents 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.
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. 52 Table of Conte n ts 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.
Our efforts to do so may not be successful. Actions taken by us or the third parties with whom we 91 Table of Contents work to detect, investigate, mitigate, contain, and remediate a security incident could result in outages, data losses, and disruptions of our business.
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.
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 101 Table of Contents to reduce their expectations of our performance, which could reduce the trading price of our Class A common stock.
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.
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.
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, investment, or otherwise.
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 106 Table of Contents fraud.
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.
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 the perceived value of our equity or equity awards declines, continues to experience 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 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.
If we were to 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 new debt could further restrict our operations, including our ability to pay dividends on our Class A common stock.
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 our IPO 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.
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 69 Table of Conte n ts days following the first date following the completion of our IPO 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.
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. 80 Table of Contents 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.
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. 37 Table of Conte n ts 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.
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. 97 Table of Contents 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.
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 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 83 Table of Contents • additional expenses for remediation and enhanced security measures.
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 40 Table of Conte n ts • additional expenses for remediation and enhanced security measures.
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.
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, geopolitical conflict, and widespread health concerns, such as pandemics.
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 69 Table of Contents booking modifications to expense tracking to resolving issues during trips.
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.
You should consider carefully the risks and uncertainties described below, together with all of the other information in this Quarterly Report on Form 10-Q, including the section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” our condensed consolidated financial statements and the related notes included elsewhere in this Quarterly Report on Form 10-Q before deciding whether to invest in shares of our Class A common stock.
You should consider carefully the risks and uncertainties described below, together with all of the other information in this Annual Report on Form 10-K, including the section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” our consolidated financial statements and the related notes included elsewhere in this Annual Report on Form 10-K before deciding whether to invest in shares of our Class A common stock.
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.
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 54 Table of Conte n ts 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.
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.
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 61 Table of Conte n ts 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.
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 114 Table of Contents company that the stockholders may consider favorable.
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.
For example, in April 2021, we acquired Reed & Mackay, a global travel management provider headquartered in the United Kingdom; in February 2022, we acquired Comtravo, a modern travel solution in Germany, Austria, and Switzerland and Resia, a travel agency covering Northern Europe; and in May 2023, we acquired Tripeur, an India-based travel management company.
For example, in April 2021, we acquired R&M, a global travel management provider headquartered in the United Kingdom; in February 2022, we acquired Comtravo, a modern travel solution in Germany, Austria, and Switzerland and Resia, a travel agency covering Northern Europe; and in May 2023, we acquired Tripeur, an India-based travel management company.
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 116 Table of Contents business operations, and our business continuity and disaster recovery plans may not adequately protect us from a serious disaster.
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.
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, 79 Table of Contents 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.
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, 36 Table of Conte n ts 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.
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.
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 in the Middle East may impact their safety and availability, potentially disrupting our operations and business continuity.
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 103 Table of Contents contingent tax liabilities in respect of those 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.
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.
We are, and could in the future 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.
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, business, margins, 26 Table of Conte n ts 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).
For example, the significant number of shares underlying outstanding equity awards and shares reserved for future issuance under our 2025 Equity Incentive Plan (the “2025 Plan”) could result in substantial dilution if such awards are exercised or vested, which may adversely affect the market price of our Class A common stock.
For 68 Table of Conte n ts example, the significant number of shares underlying outstanding equity awards and shares reserved for future issuance under our 2025 Equity Incentive Plan (the “2025 Plan”) could result in substantial dilution if such awards are exercised or vested, which may adversely affect the market price of our Class A common stock.
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 67 Table of Contents travel, as well as business travel in and around geographic regions experiencing political instability, hostilities, or conflict.
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.
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 were incorporated in 2015 and have incurred net losses in each year since inception, and we may not achieve or, if achieved, sustain profitability in the future . We generated net losses of $398.0 million, $181.1 million and $331.6 million, for fiscal 2026, 2025 and 2024.
Our current and prospective service offerings subject us to the European Union General Data Protection Regulation 2016/67 (the “EU GDPR”) the United Kingdom Data Protection Act of 2018 that effectively implemented EU GDPR under UK law and later amended by virtue of the European Union (Withdrawal) 87 Table of Contents Act 2018 (collectively, the “UK GDPR”) other EU member state-implementing legislation, and the privacy laws of many other foreign jurisdictions.
Our current and prospective service offerings subject us to the European Union General Data Protection Regulation 2016/67 (the “EU GDPR”) the United Kingdom Data Protection Act of 2018 that effectively implemented EU GDPR under UK law and later amended by virtue of the European Union (Withdrawal) 44 Table of Conte n ts Act 2018 (collectively, the “UK GDPR”) other EU member state-implementing legislation, and the privacy laws of many other foreign jurisdictions.
Accordingly, Ariel Cohen, our co-founder, Chief Executive Officer, and a member of our board of directors, currently holds, together with his affiliates, approximately 34.5% 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, currently holder, together with his affiliates, approximately 49.1% 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.
Accordingly, Ariel Cohen, our co-founder, Chief Executive Officer, and a member of our board of directors, currently holds, together with his affiliates, approximately 27% 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, currently holder, together with his affiliates, approximately 48% 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.
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.
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 56 Table of Conte n ts customers of credit cards issued by an issuing bank.
Our business and growth strategies are also dependent on continued development, implementation, and integration of Navan Cognition, our proprietary AI framework for our platform, and related AI features and functionalities for our platform.
Our business and growth strategies are also dependent on continued development, implementation, and integration of Navan Cognition, our proprietary AI framework for our platform, and related AI features and functionalities for our platform such as Navan Edge.
As a result, our stockholders bear the 109 Table of Contents risk of future issuances of debt or equity securities reducing the value of our Class A common stock and diluting their interests.
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.
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.
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 73 Table of Conte n ts fire, power shortages, flooding, and other events beyond our control.
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 (the “Federal Forum Provision”).
Our amended and restated certificate of incorporation provides that the federal 72 Table of Conte n ts 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 (the “Federal Forum Provision”).
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.
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 66 Table of Conte n ts secure additional funds.
If our performance metrics are not accurate representations of our business or growth trends; if we discover material inaccuracies in our metrics; or if 84 Table of Contents 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.
If our performance metrics are not accurate representations of our business or growth trends; if we discover material inaccuracies in our metrics; or if 41 Table of Conte n ts 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.
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).
Further, 53 Table of Conte n ts 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).
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; 66 Table of Contents • 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; • 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.
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; • political unrest or instability, including due to tariff policies; • global security concerns caused by cyber-terrorism or other 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; • 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 in adverse impacts to the cost of airline and other travel; • increased oil prices, including as a result of geopolitical conflict, and related adverse impacts to the cost of airline and other travel; 23 Table of Conte n ts • sanctions imposed by the United States and other countries, including in response to geopolitical conflict, and retaliatory actions taken by sanctioned countries in response to such sanctions, and the resultant impact on the cost of airline and other travel and the level of travel demand; • adverse changes in visa and immigration policies or the imposition of travel restrictions or more restrictive security procedures; • 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; • regulatory actions or changes to regulations governing the travel industry; and • widespread health concerns or pandemics, such as the COVID-19 pandemic.
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.
We have been investing and expect to continue to invest in this and a number of other strategic growth initiatives to drive adoption of our offerings, but there can be no assurance that such investments will be effective on a timely basis or at all.
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.
We were incorporated in 2015, launched our Travel offering in 2016, introduced our Expense Management offerings in 2020, and in March 2026 launched our Navan Edge product. 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.
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.
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 46 Table of Conte n ts advertising purposes.
The success of our business will depend, in part, on our ability to adapt and respond effectively to these changes by 77 Table of Contents 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.
The success of our business will depend, in part, on our ability to adapt and respond effectively to these changes by 34 Table of Conte n ts 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.
Including the aforementioned outstanding equity awards, as of October 31, 2025, there were approximately 38.6 million shares of common stock reserved and available for future issuance under the 2025 Plan which may become available for public resale to the extent we issue future equity incentive awards pursuant to these plans and such awards vest and are exercised or settle according to their terms.
Including the aforementioned outstanding equity awards, as of January 31, 2026, there were approximately 37.8 million shares of common stock reserved and available for future issuance under the 2025 Plan which may become available for public resale to the extent we issue future equity incentive awards pursuant to these plans and such awards vest and are exercised or settle according to their terms.
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 94 Table of Contents current with applicable updates and patches to address vulnerabilities or other bugs.
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 51 Table of Conte n ts current with applicable updates and patches to address vulnerabilities or other bugs.
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 76 Table of Contents engagement with additional offerings. Our growth and business strategy are dependent on our ability to successfully execute our sales strategies at increasing scale.
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 33 Table of Conte n ts engagement with additional offerings. Our growth and business strategy are dependent on our ability to successfully execute our sales strategies at increasing scale.
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 81 Table of Contents awareness or increase revenue, and even if they do, any increase in revenue may not offset the expenses we incur in building our brand.
Substantial advertising expenditures may be required to maintain and enhance our brand, which may not prove successful. Advertising and other brand promotion activities 38 Table of Conte n ts 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.
If we do not replace departing employees on a timely basis, our business and growth may be harmed. 86 Table of Contents 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.
If we do not replace departing employees on a timely basis, our business and growth may be harmed. 43 Table of Conte n ts 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.
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.
We could be subject to fines or other enforcement action, and cease 57 Table of Conte n ts 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.
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 78 Table of Contents greater regulation that would increase our compliance costs.
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 35 Table of Conte n ts greater regulation that would increase our compliance costs.
We have registered all of the shares of Class A common stock issuable upon exercise of outstanding stock options and upon the settlement of RSU awards for public resale under the Securities Act. Accordingly, these shares will be able to be freely sold in the public market upon issuance subject to compliance with applicable securities laws.
We have registered all of the shares of Class A common stock issuable upon exercise of outstanding stock options and upon the settlement of RSU awards for public resale under the Securities Act. Accordingly, these shares are freely salable in the public market upon issuance subject to compliance with applicable securities laws.
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.
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. 58 Table of Conte n ts Current and future litigation against us could be costly and time-consuming to defend.
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.
To increase our gross booking volume (“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.
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.
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 62 Table of Conte n ts adverse deviation from our revenue and operating profit target, which may negatively impact our results of operations.
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 92 Table of Contents systems and sensitive information.
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.

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Item 2. Properties

Properties — owned and leased real estate

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MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our condensed consolidated financial statements and related notes included elsewhere in this Quarterly Report on Form 10-Q and our audited consolidated financial statements and related notes as disclosed in our final prospectus dated October 29, 2025, filed with the SEC pursuant to Rule 424(b)(4) under the Securities Act on October 31, 2025 (the “Prospectus”).
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ITEM 2. PROPERTIES. Our corporate headquarters are located in Palo Alto, California, where we lease approximately 31,500 square feet of office space pursuant to a lease that will expire in 2032 .
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The following discussion contains forward looking statements that are based on current plans, expectations and beliefs that involve risks and uncertainties.
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In addition, we lease office space in the United States in San Francisco, California; Coppell and Austin, Texas; New York City, New York; Boston, Massachusetts; and internationally, including in London, Paris, Berlin, Lisbon, United Arab Emirates, Israel, India and Australia, which we use for operations, sales, and engineering, as applicable.
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Our actual results may differ materially from those anticipated in these forward looking statements as a result of various factors, including, but not limited to, those identified below and those discussed in the section titled “Risk Factors” and other sections, including the “Special Note Regarding Forward-Looking Statements,” of this Quarterly Report on Form 10-Q and the section titled “Risk Factors” in our Prospectus.
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We intend to procure additional space in the future as we continue to add employees and expand geographically. We believe that our current facilities are adequate to meet our current needs and that, should it be needed, suitable additional or alternative space will be available to accommodate our operations.
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Our historical results are not necessarily indicative of the results that may be expected for any period in the future. Overview Navan is an end-to-end, AI-powered software platform built to simplify the global business travel and expense (“T&E”) experience, benefiting users, customers, and suppliers. From day one, we leveraged technology to reimagine business travel.
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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.
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We generate revenue on a usage or subscription basis from the following: • Customers: Our customers include companies and organizations that contract with us to provide their employees (our users) with access to our Travel offerings or Expense Management offering.
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We typically enter into annual or multi-year contracts whereby customers pay a per-trip or per-transaction fee for access to our Travel offering or on-demand Travel Management offerings (our VIP, Meetings and Events, and Bleisure offerings) and pay an annual subscription fee for access to our Expense Management offering. • Suppliers: Our suppliers include airlines, hotels, rental car companies, rail carriers, and providers of global distribution systems (“GDS”).
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We earn revenue from our suppliers in the form of commissions based on the dollar volume of bookings made by users on our platform and a commission rate for each supplier. • Payment partners: Our payment partners primarily include corporate card payment processors and card issuing partners.
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We earn revenue from our payment partners from fees based on the dollar volume of spend on our corporate cards.
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Initial Public Offering On October 31, 2025, we completed our initial public offering (the “IPO”) in which we issued and sold 30,000,000 shares of our Class A common stock at a public offering price of $25.00 per share, which resulted in net proceeds of $713.3 million after deducting underwriting discounts and before deducting offering costs.
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In addition, selling stockholders sold 6,924,406 shares of Class A common stock in the IPO at the public offering price of $25.00 per share.
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We did not receive any proceeds from the sale of Class A common stock by the selling stockholders. 44 Table of Contents Key Business Metrics We monitor and review a number of metrics, including the following key business metrics, to evaluate our business, measure our performance, identify trends affecting our business, formulate financial projections, and make strategic decisions.
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We believe that these key business metrics provide meaningful supplemental information in assessing our operating performance.
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Three Months Ended October 31, Nine Months Ended October 31, 2025 2024 % Growth 2025 2024 % Growth (dollars in billions) Gross booking volume (GBV) $ 2.6 $ 1.9 40 % $ 6.8 $ 5.0 36 % Payment volume $ 1.1 $ 1.0 12 % $ 3.1 $ 2.8 11 % Gross Booking Volume (GBV) We define GBV as 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.
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We generate GBV through hotel, flight, car, and rail bookings, along with usage of our Meetings and Events, VIP, and Bleisure offerings by our customers. We expand GBV by growing our customer base, managing more business travel spend on our platform, and introducing new offerings to address different types of business travel.
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Payment Volume We define payment volume as the aggregate dollar amount of spend through Navan issued cards, settled for a given period and net of any chargebacks, cancellations, or refunds. Our payment volume grows as we increase adoption and usage of our Corporate Payments offering, where we support and issue our own cards.
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Key Factors Affecting Our Performance Acquiring New Customers We believe there is substantial opportunity to continue to grow our customer base across both the managed and unmanaged categories, as well as across both our direct sales-led growth (“SLG”) channel (in which qualified sales professionals actively identify, engage, and support prospective customers through the evaluation and purchasing process) and our product-led growth (“PLG”) channel (in which our platform and our suite of offerings serve as the primary drivers of customer acquisition, expansion, and retention).
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As such, we will continue to invest in sales and marketing to drive awareness of our platform in order to continue adding new customers. As of January 31, 2025, we had over 10,000 active customers, respectively, on our platform across a broad range of sizes, regions, and industries.
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We define an active customer as a customer that has transacted on the Navan 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.
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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.
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Expanding Within our Existing Customer Base We expect to continue investing in our Customer Success teams within our sales and marketing function to drive more revenue from our existing customers. We typically land our customers with our Travel platform.
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As we help our customers realize the benefits of our platform, we expect them to adopt and engage with additional offerings, including Corporate Payments, Expense Management, Meetings and Events, VIP, and Bleisure. As of January 31, 2025, 36% of our customers attached to three or more offerings. This added value for customers also benefits our own financial performance.
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To measure the 45 Table of Contents effectiveness of our land and expand strategy, we track the Net Revenue Retention Rate (“NRR”) from our existing customers, which remained above 110% as of January 31, 2025.
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We believe the growth in use of our platform by our existing customers is an important measure of the health of our business and our future growth. We determine NRR on an annual basis to account for seasonality in our business.
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To calculate NRR as of a given fiscal year end, which fiscal year is referred to as the “Current Period,” we first identify a cohort of customers, referred to as the “Customer Cohort,” for the fiscal year prior to the Current Period, which fiscal year is referred to as the “Base Period.” To be included in the Customer Cohort, a customer must have been an active customer as of the beginning and the end of the Base Period.
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We then divide total annual revenue from the Customer Cohort in the Current Period, referred to as Current Period Revenue, by total annual revenue from the Customer Cohort in the Base Period, referred to as Base Period Revenue, to derive our annual NRR as of the end of the Current Period.
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Current Period Revenue (i) includes any expansion, contraction, or attrition from the Customer Cohort during the Current Year Period and (ii) excludes any revenue from new customers acquired during the Current Period.
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Any customer in the Customer Cohort that did not transact on our platform during the Current Period remains in the calculation and, as a result, does not contribute to Current Period Revenue.
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We intend to continue investing in enhancing awareness of our brand and developing more offerings, features and functionality, which we believe are important factors to achieve widespread adoption of all our offerings.
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Our ability to increase sales to existing customers will depend on a number of factors, including our customers’ satisfaction with our platform and technologies, competition, pricing, and overall changes in our customers’ T&E spending levels. Sustaining Innovation and Leadership Our success is dependent on our ability to sustain our leadership in innovation and technology.
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We have invested heavily in building out Navan Cloud, our global infrastructure, which is designed to enable the delivery of a wide range of travel content to our customers. We intend to continue investing in our infrastructure to ensure that our customers have a broad array of options and choices when using our platform.
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To further enhance customer choice and flexibility, we developed Navan Connect, which allows customers to integrate their existing systems and preferences and offers actionable real-time visibility and policy enforcement for business expense management.
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While Connect does not itself generate revenue for Navan, we believe the flexibility it offers our customers helps drive easier and faster adoption of our Expense Management offering. We have also invested significantly in AI to help make every step of the pre-booking, in-travel, and post-trip process as appealing and automated as possible.
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We view these investments as important tools to improve the efficiency of the booking process, how we operate our business, and how we serve our customers.
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We were one of the first travel companies to incorporate machine learning techniques into our offerings, leveraging proprietary algorithms to provide users with personalized intelligent recommendations, dynamic policy tools, and an overall seamless, end-to-end travel experience. In addition, we have continued to expand our investments in AI, including by building Navan Cognition, our proprietary AI framework.
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Navan Cognition is designed to leverage 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.
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Our purpose-designed AI-powered virtual agents can reliably handle a range of autonomous tasks, from communicating with users through chat or voice commands to real-time decision making, such as booking and cancelling flights and expense tracking. Because this workforce responds to the significant majority of travelers’ needs, we typically require only limited human agent intervention.
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This technology 46 Table of Contents enables us to efficiently scale our platform, allowing us to provide a high level of service to customers for their basic needs and reserve agent time for more critical or complex customer service situations.
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We intend to continue investing in research and development, including for our infrastructure and AI capabilities to make our offerings even more scalable and personalized to our users. We are particularly focused on our AI investments, which have allowed us to build and continue to develop Navan Cognition.
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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.
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We also expect to continue to invest in future product interface enhancements such as Navan Edge, which is powered by Navan Cognition and designed to redefine how travelers book, modify, and manage trips on the go via their mobile devices.
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Expand Organically and Inorganically We have a highly successful track record of organic and inorganic investments and may consider additional strategic acquisition opportunities. We have previously executed and integrated multiple acquisitions, including Reed & Mackay, Comtravo, Resia, Atlanta, Tripeur, and Regent, expanding our geographic footprint and strengthening our offering capabilities across core markets.
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Historically, inorganic growth efforts have focused on expanding international presence, deepening supply relationships, and extending our presence in key regions. For example, in April 2021, we acquired Reed & Mackay (a UK business travel management company) and in February 2022, we acquired Comtravo (a German business travel management company) for regional expertise and local inventory.
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We also acquired Resia (a Scandinavian travel management company) in March 2022 and Atlanta (a Spanish travel management company) in November 2022 to drive supply growth and support in the Nordics and in Spain, respectively. In April 2023, we acquired Tripeur (an India-based, AI-powered business travel and expense management company) to cater to Indian consumer demands.
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In June 2024, we acquired Regent to gain exposure to the large Italian market. These acquisitions have accelerated our growth, enhanced localization, and enabled the company to serve a broader spectrum of enterprise customers with differentiated offerings tailored to regional travel and compliance needs.
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We may continue to make strategic acquisitions and other investments that allow us to further strengthen our platform, accelerate growth, and improve our offerings to best serve our diverse customer base. Seasonality and Travel Demand We generally experience seasonality in our revenue, primarily related to seasonal travel trends of business travelers.
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Revenue is driven by travel volume, and our users typically travel less during holiday periods, though this effect varies regionally. As a result, our revenue has historically been strongest in the third fiscal quarter. Payments revenue is driven by the volume of corporate card spending, primarily through travel bookings.
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When frequent travelers are travelling less, this component of revenue may be less than at other times of the year.
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Although we expect introductions of new offerings and expansions of existing offerings to counterbalance some of the seasonality we have historically experienced, we anticipate that revenue from both our existing Travel Management offerings and Corporate Payments offering will continue to represent a significant proportion of our overall revenue mix, and that seasonality will continue to impact our results of operations.
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In addition, demand for travel fluctuates based on a number of factors, including periods of perceived or actual adverse economic conditions and times of political or economic uncertainty, which may impact our business and operating results. 47 Table of Contents Components of Results of Operations Revenue Our primary sources of revenue are fees earned from customers for access to our travel and expense management platform (our Travel offering and Expense Management offering) or on-demand travel management services (our Meetings and Events, VIP, and Bleisure offerings), and from suppliers as well as from our payment partners (through our Corporate Payments offering) for connection to our network of travel bookings and corporate card transaction dollar volume.
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We categorize revenue earned as (i) usage-based revenue, which primarily represents fees from our platform customers earned on a per-booking transaction basis and fees from our travel supply and payment partners, which are generally earned on a per-transaction basis, and (ii) subscription revenue, which primarily represents revenue earned from subscriptions to our expense management platform.
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Under arrangements with certain suppliers, we earn additional fees when cumulative actual booking or transaction dollar volume exceeds specified contractual thresholds. Our suppliers include airlines, hotels, car rental companies, rail carriers, and providers of GDSs. Our payment partners primarily include our corporate card payment processors and card issuing partners.
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Cost of Revenue Cost of revenue consists of direct personnel-related costs associated with customer support and a portion of customer success personnel costs, including salaries, bonuses, stock-based compensation, benefits and other expenses.
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In addition to personnel-related costs, cost of revenue includes third-party cloud infrastructure costs incurred to deliver our cloud-based travel and expense management platform, amortization of internally developed software and acquired technology, credit card processing fees, third-party vendor fees, and the allocation of certain corporate costs.
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Excluding the impact from stock-based compensation expense incurred in connection with our IPO, we expect that our cost of revenue may fluctuate as a percentage of our revenue from period to period depending on revenue seasonality or other factors impacting revenue, and to decline as a percentage of revenue over the long term.
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Research and Development Expenses Research and development costs are expensed as incurred. Research and development costs primarily consist of personnel-related costs associated with research and development personnel, including salaries, bonuses, stock-based compensation, benefits and other expenses, third-party cloud infrastructure costs incurred in developing our platform, third-party consulting costs, and the allocation of certain corporate costs.
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Excluding the impact from stock-based compensation expense incurred in connection with our IPO, we expect that research and development expenses may fluctuate as a percentage of our revenue from period to period depending on the timing of these expenses or other factors impacting revenue, and to decline as a percentage of revenue over the long term.
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Sales and Marketing Expenses Sales and marketing expenses primarily consist of personnel-related expenses, including salaries, commissions, bonuses, stock-based compensation, benefits and other expenses, amortization of acquired intangible assets, other promotional and advertising expenses, and the allocation of certain corporate costs. We expense certain sales and marketing costs, including promotional expenses, as incurred.
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We plan to increase our investment in sales and marketing for the foreseeable future, primarily through increased headcount in our sales function and investment in brand and product-marketing efforts.
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In the near term, we expect that our sales and marketing expenses will increase in absolute dollars as we continue to invest in our sales and marketing organization to drive continued adoption of our platform. 48 Table of Contents Excluding the impact from stock-based compensation expense incurred in connection with our IPO, we expect that sales and marketing expenses may fluctuate as a percentage of our revenue from period to period depending on the timing of these expenses or other factors impacting revenue, and to decline as a percentage of revenue over the long term.
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General and Administrative Expenses General and administrative expenses primarily consist of personnel-related expenses associated with finance, legal, information technology, payment and finance operations, executives, and human resources personnel, including salaries, bonuses, stock-based compensation, benefits and other expenses.
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In addition to personnel-related expenses, general and administrative expenses consist of external professional services for finance, legal, human resources and information technology, corporate insurance costs, and the allocation of certain corporate costs. General and administrative expenses also include bad debt expenses. General and administrative expenses are expensed as incurred.
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Excluding the impact from stock-based compensation expense incurred in connection with our IPO, we expect to increase the size of our general and administrative function to support the growth of our business. As a result, we expect that our general and administrative expenses will increase in absolute dollars for the foreseeable future.
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We expect our general and administrative expenses may vary from period to period as a percentage of revenue in the near term and to decline as a percentage of revenue in the long term.
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During the three months ended October 31, 2025, we recognized $81.8 million of stock-based compensation expense across our cost of revenue and operating expenses associated with the satisfaction of the performance-based vesting condition for outstanding RSUs for which the service-based vesting conditions were fully or partially satisfied upon the IPO.
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Interest Expense Interest expense primarily relates to interest expense on our borrowings, including amortization of debt discount and issuance costs related to our outstanding debt. Other Income (Expense), Net Other income (expense), net primarily consists of interest income earned on cash and cash equivalents, foreign exchange gains and losses, and other non-operating gains and losses.
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Gain (Loss) on Fair Value Adjustments Gain (loss) on fair value adjustments primarily consists of gains and losses as a result of recording our SAFEs, embedded derivative and warrant liabilities at fair value at the end of each reporting period. Loss on Extinguishment of Debt Loss on extinguishment of debt consists of losses incurred on the extinguishment of debt instruments.
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Income Tax Expense Income tax expense primarily consists of income taxes in certain federal, state, and foreign jurisdictions in which we conduct business.
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We maintain a full valuation allowance against our U.S. federal and state deferred tax assets, and certain foreign deferred tax assets, as we have concluded that it is not more likely than not that these deferred tax assets will be realized. 49 Table of Contents Results of Operations The following table sets forth our consolidated statements of operations data for the periods indicated: Three Months Ended October 31, Nine Months Ended October 31, 2025 2024 2025 2024 (in thousands) Revenue $ 194,934 $ 151,118 $ 524,347 $ 404,845 Cost of revenue 57,080 44,522 149,663 127,067 Gross profit 137,854 106,596 374,684 277,778 Operating expenses Research and development 51,195 33,000 115,955 90,784 Sales and marketing 94,949 58,086 225,325 161,616 General and administrative 70,946 34,968 140,791 100,206 Total operating expenses 217,090 126,054 482,071 352,606 Loss from operations (79,236) (19,458) (107,387) (74,828) Interest expense (15,539) (19,658) (47,510) (57,509) Other income (expense), net (544) 1,022 6,155 2,975 Loss on extinguishment of debt (97,450) — (117,978) — Gain (loss) on fair value adjustments (29,155) 1,381 (47,041) 4,401 Loss before income tax expense (221,924) (36,713) (313,761) (124,961) Income tax expense 3,465 5,169 11,508 9,465 Net loss $ (225,389) $ (41,882) $ (325,269) $ (134,426) Stock-based compensation is included in the following components of expenses within the consolidated statements of operations: Three Months Ended October 31, Nine Months Ended October 31, 2025 2024 2025 2024 (in thousands) Cost of revenue $ 6,131 $ 1,683 $ 8,033 $ 3,525 Research and development 24,955 9,562 39,326 23,181 Sales and marketing 27,863 5,426 35,601 13,040 General and administrative 40,233 7,903 52,131 19,741 Total stock-based compensation expense $ 99,182 $ 24,574 $ 135,091 $ 59,487 50 Table of Contents The following table sets forth our consolidated statements of operations data expressed as a percentage of revenue for the periods indicated: Three Months Ended October 31, Nine Months Ended October 31, 2025 2024 2025 2024 (as a percent of revenue) (1) Revenue 100 % 100 % 100 % 100 % Cost of revenue 29 29 29 31 Gross profit 71 71 71 69 Operating expenses Research and development 26 22 22 22 Sales and marketing 49 38 43 40 General and administrative 36 23 27 25 Total operating expense 111 83 92 87 Loss from operations (41) (12) (20) (18) Interest expense (8) (13) (9) (14) Other income (expense), net — 1 1 1 Loss on extinguishment of debt (50) — (22) — Gain (loss) on fair value adjustments (15) 1 (9) 1 Loss before income tax expense (114) (23) (60) (31) Income tax expense 2 3 2 2 Net loss (116) % (26) % (62) % (33) % ________________ (1) Totals of percent of revenue may not foot due to rounding Comparison of the Three and Nine Months Ended October 31, 2025 and 2024 Revenue Three Months Ended October 31, Nine Months Ended October 31, 2025 2024 Change % Change 2025 2024 Change % Change (dollars in thousands) Usage-based revenue $ 179,902 $ 139,205 $ 40,697 29 % $ 479,600 $ 371,653 $ 107,947 29 % Subscription revenue $ 15,032 $ 11,913 $ 3,119 26 % $ 44,747 $ 33,192 $ 11,555 35 % Total revenue $ 194,934 $ 151,118 $ 43,816 29 % $ 524,347 $ 404,845 $ 119,502 30 % Total revenue for the three months ended October 31, 2025 increased $43.8 million, or 29%, compared to the three months ended October 31, 2024.
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This increase was primarily due to (i) an increase in usage-based revenue driven by a 40% increase in GBV and a 12% increase in payment volume as we increased our customer base and expanded engagement with our platform and offerings by existing customers, and (ii) an increase in subscription revenue primarily driven by increased adoption of our Expense Management offering by new and existing customers on our platform.
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Total revenue for the nine months ended October 31, 2025 increased $119.5 million, or 30%, compared to the nine months ended October 31, 2024.
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This increase was primarily due to (i) an increase in usage-based revenue driven by a 36% increase in GBV and an 11% increase in payment volume as we increased our customer base and expanded engagement with our platform and offerings by existing 51 Table of Contents customers, and (ii) an increase in subscription revenue primarily driven by increased adoption of our Expense Management offering by new and existing customers on our platform.
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The impact of foreign currency translation on the change in revenue for the three and nine months ended October 31, 2025, and 2024, respectively, was not material.
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Cost of Revenue and Gross Profit Three Months Ended October 31, Nine Months Ended October 31, 2025 2024 Change % Change 2025 2024 Change % Change (dollars in thousands) Cost of revenue $57,080 $44,522 $ 12,558 28 % $149,663 $127,067 $ 22,596 18 % Gross profit $ 137,854 $ 106,596 $ 31,258 29 % $374,684 $277,778 $ 96,906 35 % Gross margin 71 % 71 % 71 % 69 % Cost of revenue for the three months ended October 31, 2025 increased by $12.6 million, or 28%, compared to the three months ended October 31, 2024.
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This increase was primarily due to an increase in salaries and related benefits of $9.5 million, primarily driven by $5.3 million of stock-based compensation expenses recognized in connection with our IPO and an increase in headcount. Additionally, cloud hosting, support, processing, and ticketing fees increased by $2.3 million.
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Revenue and cost of revenue increased proportionally, resulting in no change to gross margin from the prior period. Cost of revenue for the nine months ended October 31, 2025 increased by $22.6 million, or 18%, compared to the nine months ended October 31, 2024.
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This increase was primarily due to an increase in salaries and related benefits of $15.1 million, primarily driven by $5.3 million of stock-based compensation expenses recognized in connection with our IPO and an increase in headcount. Additionally, cloud hosting, support, processing and ticketing fees increased by $3.7 million, and facilities and IT-related costs increased by $1.9 million.

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Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

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Item 3. Quantitative and Qualitative Disclosures About Market Risk Foreign Currency Risk We conduct business in certain international markets, primarily in Europe in the United Kingdom. Because we operate in international markets, we have exposure to different economic conditions, political climates, tax systems, and regulations that could affect foreign currency exchange rates.
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ITEM 3. LEGAL PROCEEDINGS. The information required to be set forth under this Item 3 is incorporated by reference to Note 13 —Commitments and Contingencies — Litigation in the notes to the Consolidated Financial Statements included in Part II, Item 8 of this Annual Report on Form 10-K. ITEM 4. MINE SAFETY DISCLOSURE.
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The functional currency of our foreign subsidiaries may be the local currency or the U.S. dollar, depending on the primary economic environment in which the subsidiary operates. Consequently, changes in foreign currency exchange rates may impact the translation of those subsidiaries’ financial statements into U.S. dollars.
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Not applicable. 76 Table of Conte n ts PART II.
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Our consolidated results of operations and cash flows are, therefore, subject to fluctuations due to changes in foreign currency exchange rates and may be adversely affected in the future due to changes in foreign exchange rates.
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To date, we have not entered into any hedging arrangements with respect to foreign currency risk or other derivative financial instruments, although we may choose to do so in the future.
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A hypothetical 10% increase or decrease in the relative value of the 63 Table of Contents U.S. dollar to other currencies would not have a material effect on our operating results. In addition, foreign currency exchange rate fluctuations on transactions denominated in currencies other than the functional currency result in transactional gains and losses.
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We recognize these transactional gains and losses (primarily Euro and British pound currency transactions) in our consolidated statement of operations and have recorded net foreign currency exchange gains (losses) of $(1.9) million and $(0.3) million for the three months ended October 31, 2025, and 2024 and $5.7 million and $(1.0) million for the nine months ended October 31, 2025 and 2024 in other income (expense), net.
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Future transactional gains and losses are inherently difficult to predict as they depend on how the multiple currencies in which we transact fluctuate in relation to the U.S. dollar and other functional currencies, and the relative composition and denomination of monetary assets and liabilities in each period.
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Interest Rate Risk As of October 31, 2025, we had cash and cash equivalents of $809.1 million. Cash and cash equivalents consist of cash in banks and interest-bearing money market accounts for which the fair market value would be affected by changes in the general level of U.S. interest rates.
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However, due to the short-term maturities and the low-risk profile of our investments, an immediate 10% change in interest rates would not have a material effect on the fair market value of our cash and cash equivalents.
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We are also exposed to interest rate risk through fluctuations in interest rates on our debt obligations, some of which carry interest at a floating rate. We seek to manage exposure to adverse interest rate changes through our normal operating and financing activities.
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As of October 31, 2025, a hypothetical 10% relative change in interest rates would not have a material impact on our consolidated financial statements.

Item 4. Mine Safety Disclosures

Mine Safety Disclosures — required of mining issuers

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Item 4. Controls and Procedures Evaluation of Disclosure Controls and Procedures Our management, with the participation of our principal executive officer and principal financial officer, has evaluated the effectiveness of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, as of the end of the period covered by this Quarterly Report.
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Item 4. Mine Safety Disclosure 76 PART II. Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities 77 Item 6. Reserved 79 Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations 80 Item 7A. Quantitative and Qualitative Disclosures About Market Risk 102 Item 8.
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Based on that evaluation, our principal executive officer and principal financial officer concluded that, as of the end of the period covered by this Quarterly Report, our disclosure controls and procedures were effective to provide reasonable assurance that the information we are required to disclose in reports that we file or submit under the Exchange Act is (i) recorded, processed, summarized, and reported within the time periods specified in SEC rules and forms, and (ii) accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosure.
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Changes in Internal Control Over Financial Reporting There were no changes in our internal control over financial (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that occurred during the quarter ended October 31, 2025 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
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Limitations on Effectiveness of Controls and Procedures A control system, no matter how well designed and operated, can provide only reasonable, not absolute assurance that the objectives of the control system are met.
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Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of a simple error or mistake.
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Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people or by management override of the controls. 64 Table of Contents PART II—OTHER INFORMATION ITEM 1. LEGAL PROCEEDINGS. From time to time, we are involved in various legal proceedings arising from the normal course of business activities.
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We are not presently a party to any litigation the outcome of which, we believe, if determined adversely to us, would individually or taken together have a material adverse effect on our business, results of operations, cash flows, or financial condition.
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We have received, and may in the future continue to receive, claims from third parties asserting, among other things, infringement of their intellectual property rights. Defending such proceedings is costly and can impose a significant burden on management and employees.
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We may receive unfavorable preliminary or interim rulings in the course of such litigation, and there can be no assurances that favorable final outcomes will be obtained.