NAVN 8-K
Navan, Inc. (NAVN)
8-K
2025-12-15
For: 2025-12-12
View Original
Added on
April 08, 2026
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): December 12, 2025
(Exact name of Registrant as Specified in Its Charter)
(State or Other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||||||||||||
| (Address of Principal Executive Offices) | (Zip Code) | |||||||||||||
(888 ) 505-8747
(Registrant’s Telephone Number, Including Area Code)
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instructions A.2. below):
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |||||
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |||||
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |||||
| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) | |||||
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||||||||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 2.02. Results of Operations and Financial Condition
On December 15, 2025, Navan, Inc. (the “Company”) issued a press release announcing financial results for the fiscal quarter ended October 31, 2025 and other business highlights. A copy of the press release is being furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
The information contained in this Item 2.02 of this Current Report on Form 8-K (including Exhibit 99.1) shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly incorporated by specific reference in such a filing.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Effective January 9, 2026, Amy Butte will depart as Chief Financial Officer of the Company, and Anne Giviskos, the Company’s Senior Vice President, Strategic Finance and Chief Accounting Officer, will serve as the Company’s Interim Chief Financial Officer while the Company conducts its search for a full-time Chief Financial Officer. Ms. Butte’s departure was not the result of any disagreement with the Company.
Chief Financial Officer Departure
In connection with Ms. Butte’s departure, the Company and Ms. Butte entered into a transition agreement (the “Butte Agreement”) pursuant to which Ms. Butte will step down as Chief Financial Officer on January 9, 2026 (the “Transition Date”) and remain at the Company as an advisor through the earlier of the appointment of a full-time Chief Financial Officer and May 1, 2026 (such earlier date, the “Separation Date”). In exchange, the Company will provide certain benefits to Ms. Butte, including: (i) accelerated vesting of 100% of the unvested portion of outstanding restricted stock units and stock options held by Ms. Butte on the Separation Date, six months’ base salary, continued benefits for six months, the prorated portion of Ms. Butte’s target annual bonus amount for the fiscal year ended January 31, 2027, and an extension of the post-termination exercise period for Ms. Butte’s outstanding stock option through such stock option’s expiration date, in each case so long as Ms. Butte has not been terminated for cause or resigned without good reason prior to the Separation Date, (ii) eligibility to receive a new stock option grant to be made in the first quarter of fiscal 2027, subject to Ms. Butte’s continued service through such date and certain other conditions, in an amount to be determined by the Company’s board of directors, and (iii) a one-time cash payment of $3,700,000, less applicable tax deductions and withholding, plus a tax gross-up for a portion of such payment. The foregoing description of the Butte Agreement is qualified in its entirety by reference to the Butte Agreement, a copy of which will be filed as an exhibit to the Company’s Annual Report on Form 10-K for the fiscal year ending January 31, 2026.
Interim Chief Financial Officer Appointment
Prior to her appointment as Interim Chief Financial Officer, Ms. Giviskos, age 53, served as the Company’s Senior Vice President, Strategic Finance and Chief Accounting Officer since June 2024. Ms. Giviskos previously served in multiple senior roles at Euronext, including as Chief Risk and Compliance Officer from May 2014 to September 2023. Ms. Giviskos served in multiple senior finance roles at New York Stock Exchange from September 2004 to April 2014. Ms. Giviskos also served as a member of the board of directors of Borsa Italiana from May 2021 to September 2023 and Nord Pool AS from May 2022 to September 2023. Ms. Giviskos holds a B.A. from the University of Michigan.
The Company entered into a new confirmatory offer letter (the “Giviskos Offer Letter”), change in control and severance agreement, and retention agreement (the “Giviskos Retention Agreement”) with Ms. Giviskos in connection with her appointment as Interim Chief Financial Officer. Such agreements are collectively referred to in this report as the Giviskos Agreements.
Under the Giviskos Offer Letter, commencing on the Transition Date, Ms. Giviskos will receive, among other things: (i) an annual base salary of $500,000, and (ii) an annual incentive bonus under the Company’s Cash Incentive Bonus Plan, subject to the achievement of performance goals as determined from time to time by the compensation committee of the Company’s board of directors, which bonus opportunity will be for up to $250,000 for the fiscal year ending January 31, 2027 (the “Target Bonus Amount”).
Under the Giviskos Retention Agreement, Ms. Giviskos has agreed to serve as the Company’s Interim Chief Financial Officer commencing on the Transition Date and ending upon the earlier of the appointment of a full-time Chief Financial Officer and June 30, 2026 (such earlier date, the “Retention Date”). The Giviskos Retention Agreement also provides for, among other things: (i) a one-time cash payment to Ms. Giviskos of $1,500,000 on the Retention Date, less applicable tax deductions and withholding (the “Retention Bonus”), (ii) an annual bonus with a target amount of no less than the Target Bonus Amount for the fiscal year ending January 31, 2027, prorated for any partial service during such fiscal year, (iv) eligibility to receive a new equity award to be made in the first quarter of fiscal 2027, subject to Ms. Giviskos’ continued service through such date and certain other conditions, in an amount to be determined by the Company’s board of directors, and (v) accelerated vesting of 100% of the unvested portion of the equity awards held by Ms. Giviskos as of the Retention Date, subject to her continued employment at such time. Under the Retention Agreement, if Ms. Giviskos is terminated without cause or resigns for good reason prior to the Retention Date, she is entitled to receive the Retention Bonus, the prorated portion of her annual base salary, and accelerated vesting of 100% of the unvested portion of her outstanding equity awards.
Ms. Giviskos has also entered into a change in control and severance agreement in the form attached as Exhibit 10.8 to the Company’s Registration Statement on Form S-1, filed with the SEC on October 10, 2025 (File No. 333-290396).
The foregoing description of the Giviskos Agreements is qualified in its entirety by reference to each Giviskos Agreement. Copies of the Giviskos Offer Letter and Giviskos Retention Agreement will be filed as exhibits to the Company’s Annual Report on Form 10-K for the fiscal year ending January 31, 2026.
Other than the Giviskos Agreements, there is no arrangement or understanding with any person pursuant to which Ms. Giviskos was appointed as the Company’s interim Chief Financial Officer, and there are no family relationships between Ms. Giviskos and any director or executive officer of the Company. Additionally, there are no transactions between Ms. Giviskos and the Company that would be required to be reported under Item 404 of Regulation S-K.
Item 9.01 Financial Statements and Exhibits.
(d)Exhibits
| Exhibit No. | Description | |||||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |||||||
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Navan, Inc. | ||||||||
| Dated: December 15, 2025 | ||||||||
| By: | /s/ Ariel Cohen | |||||||
| Ariel Cohen | ||||||||
| Chief Executive Officer | ||||||||
Navan Announces Third Quarter Fiscal Year 2026 Results
Third quarter revenue grew 29% year-over-year to $195 million
Amy Butte will depart as Chief Financial Officer, effective January 9, 2026
PALO ALTO, CA, December 15, 2025 — Navan, Inc. (NASDAQ: NAVN), the leading all-in-one business travel, payments, and expense management platform, today reported financial results for its third quarter ended October 31, 2025.
Management Commentary:
“Q3 was a strong debut quarter as a public company for Navan. All parts of the business performed well, highlighted by continued momentum in the enterprise market and new highs in customer satisfaction, with CSAT at 97% and NPS at 45” said Navan co-founder and CEO, Ariel Cohen. “Our end-to-end AI-first platform is clearly resonating with customers in the massive business travel and expense market. With access to an extremely wide range of travel inventory, a leading consumer-grade user interface, and AI-powered booking and customer support, everyone in the travel ecosystem benefits - users, customers, and suppliers. I’m pleased with our team’s execution across product, customer success, and go-to-market. At the same time, we are making great progress on innovation, building the next generation of Navan. I’ve never been more optimistic about the opportunity ahead as we pursue our mission to make travel easy for every frequent traveler.”
“Navan delivered a strong third quarter, and we’re encouraged by the combination of revenue growth and increased operating margin that we achieved," said Amy Butte, Navan CFO. “We were able to deliver 29% revenue growth year-over-year in Q3, and 870 basis points of non-GAAP operating margin expansion. These results demonstrate our differentiated product and effective execution. We did not see a material impact to our business from travel disruptions related to the government shutdown in October and early November, and we continue to see strong demand in the corporate travel and expense market. As a reminder, we are a seasonal business. While we are reporting Q3 today, which is our seasonally strongest quarter, when we think about our business we think about it annually over an entire fiscal year.”
Third Quarter Fiscal Year 2026 Financial Highlights:
Revenue
•Total Revenue was $195 million, an increase of 29% year-over-year.
oUsage revenue was $180 million, an increase of 29% year-over-year.
oSubscription revenue was $15 million, an increase of 26% year-over-year.
oGross Booking Volume (“GBV”) grew 40% year-over-year, to $2.6 billion in the quarter.
oPayment Volume grew 12% year-over-year, to $1.1 billion in the quarter.
Gross Profit
•GAAP gross profit reached $138 million, representing 71% gross margin, compared to $107 million, or 71% gross margin in the third quarter of fiscal year 2025.
•Non-GAAP gross profit was $144 million, representing 74% non-GAAP gross margin, compared to $108 million, or 72% non-GAAP gross margin in the third quarter of fiscal year 2025.
Income (Loss) from Operations
•GAAP loss from operations was ($79 million) compared to a loss from operations of ($19 million) in the third quarter of fiscal year 2025; GAAP operating margin was (41%), compared to (13%) in the third quarter of fiscal year 2025.
•Non-GAAP income from operations was $25 million, compared to non-GAAP income from operations of $6 million in the third quarter of fiscal year 2025; non-GAAP operating margin was 13% compared to 4% in the third quarter of fiscal year 2025.
Net Income (Loss)
•GAAP net loss was ($225 million), compared to a net loss of ($42 million) in the third quarter of fiscal year 2025.
•Non-GAAP net income was $9 million, compared to a non-GAAP net loss of ($14 million) in the third quarter of fiscal year 2025.
Recent Business Highlights:
•Strong enterprise momentum including closing the second largest European deal in company history with a CAC40 company, alongside deals with Frasers Group and Axel Springer.
•Forrester released a Total Economic Impact™ study on Navan with some incredible results: 16% saved on travel spend annually, 70% less time spent by employees on travel booking, 5 minutes average travel booking time and 376% ROI with Navan over three years.
•Upgraded Ava model including new reasoning for FAQs and general travel knowledge, now deflecting over 54% of all interactions in November 2025.
•Continued NDC leadership: Emirates NDC is now live and Qantas NDC has moved to a direct connect while upgrading to the newest standards in the industry.
•Launched innovative new guided multi-city flight itinerary shopping flow with better pricing through Navan Fare Choice, mixed provider capabilities, and guideposts for shoppers to select optimal fare combinations.
Chief Financial Officer Transition:
The company also announced that Amy Butte will depart as Chief Financial Officer, effective January 9, 2026. Ms. Butte will help support a seamless leadership transition and will continue to serve as a strategic advisor to Navan while the Board conducts its search for the company’s next CFO. Anne Giviskos, the current SVP, Strategic Finance and Chief Accounting Officer, will assume the role of Interim CFO.
“I want to thank Amy for her contributions to Navan during an important chapter in our company’s history. As she did for the New York Stock Exchange, Amy played a critical role in building out our finance organization and readying our company for the public markets. With our listing now complete and momentum underway across the business, it was the right time for her to move on to her next opportunity. We wish her the best,” said Ariel Cohen, co-founder and CEO of Navan.
“I am pleased to have achieved my goals at Navan, including helping to complete Navan’s IPO, and wish the company and its leadership team continued success,” Ms. Butte said.
Financial Outlook:
For the fourth quarter of fiscal year 2026 (ending January 31, 2026), Navan currently expects:
•Total revenue in the range of $161 - $163 million, representing year-over-year growth of 23% at the midpoint.
•Non-GAAP loss from operations in the range of ($15.5) - ($14.5) million and non-GAAP operating margin of (9%) at the midpoint.
For the fiscal year 2026 (ending January 31, 2026), Navan currently expects:
•Total revenue in the range of $685 - $687 million, representing year-over-year growth of 28% at the midpoint.
•Non-GAAP income from operations of $21 - $22 million and non-GAAP operating margin of 3% at the midpoint.
A reconciliation of non-GAAP guidance measures to corresponding GAAP measures is not available on a
forward-looking basis without unreasonable effort due to the uncertainty of expenses that may be incurred in the future, although it is important to note that these factors could be material to Navan's results computed in accordance with GAAP.
Earnings Webcast:
Navan will host a conference call on Monday December 15, 2025 at 4:30 p.m. Eastern Time (ET) to discuss the company’s third quarter fiscal 2026 financial results and its business outlook. To register for this conference call, please use this dial in registration link or visit Navan's Investor Relations website at investors.navan.com. After registering, a confirmation email will be sent, including dial-in details and a unique code for entry. Participants who wish to register for the conference call webcast please use this link.
An archived webcast of this conference call will also be available on Navan's Investor Relations website at investors.navan.com.
The company has used, and intends to continue to use, the investor relations portion of its website as a means of disclosing material non-public information and for complying with disclosure obligations under Regulation FD.
Non-GAAP Financial Measures:
Navan has provided in this press release supplemental financial information that has not been prepared in accordance with accounting principles generally accepted in the United States (GAAP), including references to non-GAAP gross profit, non-GAAP gross margin, non-GAAP income (loss) from operations, non-GAAP operating margin, non-GAAP net income (loss), non-GAAP net income (loss) per share, and free cash flow. Navan uses these non-GAAP financial measures internally in analyzing its financial results and believes that the disclosure of these non-GAAP financial measures is useful to investors as an additional tool to evaluate ongoing operating results and trends and because it allows for greater transparency with respect to key measures used by senior management in our financial and operational decision making. These non-GAAP financial measures, which may be different from similarly-titled measures used by other companies, are presented to enhance investors’ overall understanding of our operating performance and should not be considered substitutes for, or superior to, the financial information prepared and presented in accordance with GAAP.
We include these non-GAAP financial measures because they are important measures upon which our management assesses our operating performance and the operating leverage in our business. We believe that these non-GAAP financial measures are useful to investors because they provide useful information about our financial performance, consistency and comparability with past financial performance and may assist in comparisons with other companies in our industry, some of which use similar non-GAAP financial information to supplement their GAAP results.
Non-GAAP financial measures have limitations in their usefulness to investors and should not be considered in isolation or as substitutes for financial information presented under GAAP. Non-GAAP
financial measures have no standardized meaning prescribed by GAAP and are not prepared under any comprehensive set of accounting rules or principles. In addition, other companies, including companies in our industry, may calculate similarly titled non-GAAP financial measures differently or may use other measures to evaluate their performance, all of which could reduce the usefulness of our non-GAAP financial measures as tools for comparison.
A reconciliation of Navan’s historical non-GAAP financial measures presented in this press release to their most directly comparable GAAP measures has been provided in the financial statement tables included herein, and investors are encouraged to review the reconciliations.
•Non-GAAP Gross Profit and Non-GAAP Gross Margin. Navan defines non-GAAP gross profit as GAAP gross profit, excluding stock-based compensation-related charges and amortization of intangible assets. Navan defines non-GAAP gross margin as non-GAAP gross profit divided by revenue.
•Non-GAAP Income (Loss) from Operations and Non-GAAP Operating Margin. Navan defines non-GAAP income (loss) from operations as GAAP loss from operations, excluding stock-based compensation-related charges and amortization of intangible assets. Navan defines non-GAAP
•operating margin as non-GAAP income (loss) from operations divided by revenue.
•Non-GAAP Net Income (Loss). Navan defines non-GAAP net income (loss) as GAAP net loss, excluding stock-based compensation-related charges, amortization of intangible assets, amortization of debt discount and debt issuance costs, loss (gain) on fair value adjustments, SAFE debt issuance costs expensed, and loss on extinguishment of debt, and adjusted to reflect the income tax effects of the non-GAAP adjustments to GAAP loss before income tax expense.
•Non-GAAP Net Income (Loss) Per Share. Navan defines non-GAAP basic income (loss) per share as non-GAAP net income (loss) divided by weighted-average shares outstanding used in computing net loss per share attributable to common stockholders, basic. We define non-GAAP diluted income (loss) per share as non-GAAP net income (loss) divided by weighted-average shares outstanding giving effect to the weighted average of all potentially dilutive common stock equivalents outstanding for the period including options to purchase common stock, restricted stock units, and unexercised warrants to purchase common stock. The dilutive effect of outstanding stock awards is reflected in non-GAAP diluted income per share by application of the treasury method.
•Free Cash Flow. Navan defines free cash flow as GAAP net cash used in operating activities reduced by cash used for investing activities for capitalized software development costs and purchases of property and equipment. We believe that free cash flow is a meaningful indicator of our sources of liquidity and capital requirements that provides information to management and investors in evaluating the cash flow trends of our business.
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. We believe that these key business metrics provide meaningful supplemental information in assessing our operating performance.
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. 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.
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.
Forward-Looking Statements:
This press release and the related conference call contain express and implied “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, including, but not limited to, statements regarding Navan’s anticipated total revenue, non-GAAP income (loss) from operations, and non-GAAP operating margin for the fiscal quarter and year ending January 31, 2026, the size of Navan’s market opportunity, market trends, and the company’s business strategy and plans. In some cases, you can identify forward-looking statements by terms such as “anticipate,” “believe,” “estimate,” “expect,” “intend,” “may,” “plan,” “project,” “will,” or similar expressions. Such statements are subject to risks, uncertainties and other factors that may cause actual results to be materially different from any future results expressed or implied by the forward-looking statements. These include, but are not limited to: Navan’s limited operating history; the growth rate of the markets in which Navan competes; Navan’s ability to effectively manage and sustain its growth; Navan’s ability to compete with existing competitors and new market entrants; Navan’s ability to attract new and retain existing customers, or to renew and expand its relationships with current customers; adverse changes in relationships with third parties on which Navan depends; Navan’s ability to utilize AI successfully in its current and future products; disruptions or other business interruptions that affect the availability of Navan’s platform, including cybersecurity incidents; and general global market, political, economic, and business conditions, including those related to global macroeconomic conditions, actual or perceived instability in the banking sector, supply chain disruptions, a potential recession, inflation, interest rate volatility, and geopolitical uncertainty, including ongoing conflicts around the world. Additional risks and uncertainties that could cause actual outcomes and results to differ materially from those contemplated by the forward-looking statements contained herein are included in the “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” sections of Navan’s prospectus dated October 29, 2025 filed with the Securities and Exchange Commission (SEC) pursuant to Rule 424(b) of the Securities Act of 1933, as amended, on October 31, 2025, as they may be updated by Navan’s subsequent filings with the SEC. Except as required by law, Navan undertakes no obligation, and does not intend, to update these forward-looking statements.
About Navan, Inc.:
Navan is the leading all-in-one business travel, payments, and expense management solution that makes travel easy for frequent travelers. From finding flights and hotels, to automating expense reconciliation, with 24/7 support along the way, Navan delivers an intuitive experience travelers love and finance teams rely on. See how Navan customers benefit and learn more at navan.com.
CONTACTS
Investor Relations:
Media Relations:
NAVAN, INC. 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 | |||||||||||||||||||
NAVAN, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands)
(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 | |||||||||
Redeemable convertible preferred stock | — | 1,301,121 | |||||||||
Stockholders’ equity (deficit) | |||||||||||
Preferred stock | — | — | |||||||||
Class A common stock | 2 | 1 | |||||||||
Class B common stock | — | — | |||||||||
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 | |||||||||
NAVAN, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
(unaudited)
Three Months Ended October 31, | Nine Months Ended October 31, | ||||||||||||||||||||||
2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
Cash flows from operating activities: | |||||||||||||||||||||||
Net loss | $ (225,389) | $ (41,882) | $ (325,269) | $ (134,426) | |||||||||||||||||||
Adjustments to reconcile net loss to net cash used in operating activities: | |||||||||||||||||||||||
Stock-based compensation, net of amounts capitalized | 99,182 | 24,574 | 135,091 | 59,487 | |||||||||||||||||||
Non-cash interest expense | 8,179 | 11,765 | 25,813 | 35,817 | |||||||||||||||||||
Deferred income taxes | 47 | (165) | 397 | (536) | |||||||||||||||||||
Depreciation and amortization | 5,916 | 6,005 | 18,125 | 18,832 | |||||||||||||||||||
Amortization of contract acquisition costs | 1,631 | 960 | 4,172 | 3,676 | |||||||||||||||||||
Provision for doubtful accounts | 2,248 | 1,531 | 6,633 | 4,439 | |||||||||||||||||||
Loss (gain) on fair value adjustments | 29,155 | (1,381) | 47,041 | (4,401) | |||||||||||||||||||
Debt issuance costs expensed related to SAFEs | — | — | 2,913 | — | |||||||||||||||||||
Loss on extinguishment of debt | 97,450 | — | 117,978 | — | |||||||||||||||||||
Other | 164 | 180 | (163) | 202 | |||||||||||||||||||
Changes in operating assets and liabilities, net of effect of business acquisitions: | |||||||||||||||||||||||
Accounts receivable | (31,326) | (25,858) | (32,844) | (26,287) | |||||||||||||||||||
Prepaid expenses and other current assets | (7,363) | (3,814) | (22,290) | (14,015) | |||||||||||||||||||
Contract acquisition costs | (4,060) | (5,935) | (13,307) | (16,648) | |||||||||||||||||||
Other non-current assets | (1,655) | (701) | (797) | (689) | |||||||||||||||||||
Accounts payable | 3,793 | 10,599 | 6,726 | 31,096 | |||||||||||||||||||
Accrued expenses and other current liabilities | 17,825 | 13,346 | 24,669 | (2,461) | |||||||||||||||||||
Deferred revenue | (2,325) | (2,404) | 3,533 | 1,196 | |||||||||||||||||||
Operating lease right-of-use asset and operating lease liabilities, net | (379) | (12) | (475) | 2,491 | |||||||||||||||||||
Other non-current liabilities | 812 | 757 | 743 | 759 | |||||||||||||||||||
Net cash used in operating activities | (6,095) | (12,435) | (1,311) | (41,468) | |||||||||||||||||||
Cash flows from investing activities: | |||||||||||||||||||||||
Capitalized software development costs | (4,865) | (3,700) | (13,072) | (11,567) | |||||||||||||||||||
Purchases of property and equipment | (401) | (200) | (589) | (774) | |||||||||||||||||||
Proceeds from sale of subsidiary, net of cash sold | — | — | (354) | — | |||||||||||||||||||
Decrease (increase) in corporate card receivables | (33,227) | (19,266) | (35,533) | 19,126 | |||||||||||||||||||
Cash consideration for business acquisition, net of cash acquired | — | — | — | (3,879) | |||||||||||||||||||
Net cash provided by (used in) investing activities | (38,493) | (23,166) | (49,548) | 2,906 | |||||||||||||||||||
Cash flows from financing activities: | |||||||||||||||||||||||
Proceeds from stock option exercises | 17,528 | 746 | 23,682 | 3,023 | |||||||||||||||||||
Proceeds from borrowings of debt | 24,965 | 33,082 | 215,932 | 84,800 | |||||||||||||||||||
Proceeds from issuance of SAFEs | — | — | 155,000 | — | |||||||||||||||||||
Payments of borrowings of debt | (134,349) | (6,080) | (468,124) | (8,350) | |||||||||||||||||||
Payments for debt issuance costs | — | (1,477) | (10,985) | (1,512) | |||||||||||||||||||
Payments of deferred offering costs | (3,410) | — | (4,165) | — | |||||||||||||||||||
Payment of deferred consideration in business combinations | — | — | — | (275) | |||||||||||||||||||
Proceeds from issuance of common stock in IPO, net of underwriting costs | 713,302 | — | 713,302 | — | |||||||||||||||||||
Taxes collected from selling shareholders stock option exercises | 14,281 | — | 14,281 | — | |||||||||||||||||||
Payment of tax withholdings on settlement of RSUs | (8,333) | — | (8,333) | — | |||||||||||||||||||
Proceeds from exercise of warrants | 35 | — | 35 | — | |||||||||||||||||||
Net cash provided by financing activities | 624,019 | 26,271 | 630,625 | 77,686 | |||||||||||||||||||
Effect of exchange rate changes on cash, cash equivalents and restricted cash | 285 | (117) | 4,893 | (616) | |||||||||||||||||||
Net increase (decrease) in cash, cash equivalents and restricted cash | 579,716 | (9,447) | 584,659 | 38,508 | |||||||||||||||||||
Cash, cash equivalents and restricted cash, beginning of period | $ 315,538 | $ 315,337 | $ 310,595 | $ 267,382 | |||||||||||||||||||
Cash, cash equivalents and restricted cash, end of period | $ 895,254 | $ 305,890 | $ 895,254 | $ 305,890 | |||||||||||||||||||
Non-GAAP Gross Profit and Non-GAAP Gross Margin
Three Months Ended October 31, | Nine Months Ended October 31, | ||||||||||||||||||||||
2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
(dollars in thousands) | |||||||||||||||||||||||
GAAP gross profit | $ 137,854 | $ 106,596 | $ 374,684 | $ 277,778 | |||||||||||||||||||
GAAP gross margin | 71 % | 71 % | 71 % | 69 % | |||||||||||||||||||
Stock-based compensation-related charges | 6,632 | 1,683 | 8,742 | 3,525 | |||||||||||||||||||
Amortization of intangible assets | — | 64 | 85 | 192 | |||||||||||||||||||
Non-GAAP gross profit | $ 144,486 | $ 108,343 | $ 383,511 | $ 281,495 | |||||||||||||||||||
Non-GAAP gross margin | 74 % | 72 % | 73 % | 70 % | |||||||||||||||||||
Non-GAAP Income (Loss) from Operations and Non-GAAP Operating Margin
Three Months Ended October 31, | Nine Months Ended October 31, | ||||||||||||||||||||||
2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
(dollars in thousands) | |||||||||||||||||||||||
GAAP loss from operations | (79,236) | (19,458) | (107,387) | (74,828) | |||||||||||||||||||
GAAP operating margin | (41) % | (13) % | (20) % | (18) % | |||||||||||||||||||
Stock-based compensation expense-related charges | 103,363 | 24,576 | 139,960 | 59,868 | |||||||||||||||||||
Amortization of intangible assets | 1,289 | 1,348 | 3,919 | 3,941 | |||||||||||||||||||
Non-GAAP income (loss) from operations | $ 25,416 | $ 6,466 | $ 36,492 | $ (11,019) | |||||||||||||||||||
Non-GAAP operating margin | 13 % | 4 % | 7 % | (3) % | |||||||||||||||||||
Non-GAAP Net Income (Loss) and Non-GAAP Net Income (Loss) Per Share
Three Months Ended October 31, | Nine Months Ended October 31, | ||||||||||||||||||||||
2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
(in thousands, except share and per share amounts) | |||||||||||||||||||||||
GAAP net loss | $ (225,389) | $ (41,882) | $ (325,269) | $ (134,426) | |||||||||||||||||||
Stock-based compensation expense-related charges | 103,363 | 24,576 | 139,960 | 59,868 | |||||||||||||||||||
Amortization of intangible assets | 1,289 | 1,348 | 3,919 | 3,941 | |||||||||||||||||||
Amortization of debt discount and debt issuance costs | 1,600 | 2,735 | 4,584 | 10,245 | |||||||||||||||||||
Loss (gain) on fair value adjustments | 29,155 | (1,381) | 47,041 | (4,401) | |||||||||||||||||||
SAFE debt issuance costs expensed | — | — | 2,913 | — | |||||||||||||||||||
Loss on extinguishment of debt | 97,450 | — | 117,978 | — | |||||||||||||||||||
Non-GAAP provision for income taxes | 1,731 | 682 | 3,298 | 1,438 | |||||||||||||||||||
Non-GAAP net income (loss) | $ 9,199 | $ (13,922) | $ (5,576) | $ (63,335) | |||||||||||||||||||
GAAP net loss per share attributable to common stockholders, basic and diluted | $ (4.58) | $ (0.92) | $ (6.94) | $ (2.97) | |||||||||||||||||||
Weighted-average shares outstanding used to compute GAAP net loss per share attributable to common stockholders, basic and diluted | 49,258,348 | 45,324,084 | 46,884,867 | 45,210,172 | |||||||||||||||||||
Non-GAAP net income (loss) per share attributable to common stockholders, basic | $ 0.19 | (0.31) | $ (0.12) | $ (1.40) | |||||||||||||||||||
Weighted-average shares outstanding used to compute non-GAAP net income (loss) per share attributable to common stockholders, basic | 49,258,348 | 45,324,084 | 46,884,867 | 45,210,172 | |||||||||||||||||||
Non-GAAP net income (loss) per share attributable to common stockholders, diluted | $ 0.14 | $ (0.31) | $ (0.12) | $ (1.40) | |||||||||||||||||||
Weighted-average shares outstanding used to compute GAAP net loss per share attributable to common stockholders, basic | 49,258,348 | 45,324,084 | 46,884,867 | 45,210,172 | |||||||||||||||||||
Add: Effect of potentially dilutive common stock equivalents | 18,503,077 | — | — | — | |||||||||||||||||||
Weighted-average shares outstanding used to compute non-GAAP net income (loss) per share attributable to common stockholders, diluted | 67,761,425 | 45,324,084 | 46,884,867 | 45,210,172 | |||||||||||||||||||
Free Cash Flow
Three Months Ended October 31, | Nine Months Ended October 31, | ||||||||||||||||||||||
2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
(in thousands) | |||||||||||||||||||||||
Net cash used in operating activities | $ (6,095) | $ (12,435) | $ (1,311) | $ (41,468) | |||||||||||||||||||
Less: Capitalized software development costs | (4,865) | (3,700) | (13,072) | (11,567) | |||||||||||||||||||
Less: Purchases of property and equipment | (401) | (200) | (589) | (774) | |||||||||||||||||||
Free cash flow | $ (11,361) | $ (16,335) | $ (14,972) | $ (53,809) | |||||||||||||||||||