Grabar Law Office is investigating whether certain officers and directors of Navan, Inc. (NASDAQ: NAVN) (“Navan” or the “Company”) breached their fiduciary duties owed to the Company and its shareholders.

Navan is a technology company that provides travel booking, corporate payment card, expense reporting, and analytics solutions to businesses. The Company's common stock trades on the Nasdaq under the ticker symbol NAVN.

Investigation Focus

Grabar Law Office is investigating allegations concerning Navan's disclosures, internal reporting systems, oversight practices, and public statements made in connection with the Company's October 30, 2025 initial public offering ("IPO").

According to publicly filed allegations in a federal securities fraud class action complaint, Navan, Inc. (NASDAQ: NAVN) represented in its IPO materials that it had experienced significant growth in revenue, gross booking volume ("GBV"), and platform adoption. The Company's offering documents highlighted strong historical growth metrics and discussed plans to continue expanding customer relationships and platform usage.

The investigation is focused on whether Navan's directors and senior officers:

• Failed to maintain adequate oversight concerning the Company's growth trends and operating performance;
• Failed to ensure that material information concerning revenue trends and operating expenses was timely escalated and disclosed;
• Failed to maintain effective disclosure controls and procedures;
• Caused or permitted the dissemination of allegedly misleading registration statement and prospectus disclosures;
• Failed to provide shareholders with complete information regarding the Company's sales and marketing expenditures and their impact on future performance; and
• Exposed the Company to significant legal, financial, and reputational harm.

Allegations Concerning IPO Disclosures

According to a securities class action complaint filed in the United States District Court for the Northern District of California, Navan's October 30, 2025, IPO offering documents allegedly omitted material information concerning the Company's business and financial condition.

The underlying securities fraud complaint alleges that, at the time of the IPO, Navan possessed information indicating that revenue growth was decelerating and that the Company would substantially increase sales and marketing spending in order to sustain reported growth metrics. The complaint further alleges that these trends were not adequately disclosed to investors in the Company's registration statement and prospectus.

Subsequent Disclosures

On December 15, 2025, Navan reported results for the quarter ended October 31, 2025. According to the complaint, the Company disclosed that sales and marketing expenses had increased to approximately $95 million, representing a 39% increase from the prior quarter's approximately $68.5 million. The Company also announced that its Chief Financial Officer would be leaving the Company.

According to the complaint, Navan's stock price declined nearly 12% following these disclosures, closing at $12.90 per share on December 16, 2025. The complaint further alleges that the Company's share price subsequently traded substantially below its $25.00 IPO offering price.

Potential Corporate Governance Issues

The investigation is examining whether Navan's board of directors and senior management properly fulfilled their fiduciary obligations by:

• Monitoring and evaluating material business trends and operating performance;
• Ensuring that known risks and adverse developments were appropriately disclosed;
• Maintaining adequate internal reporting and disclosure controls;
• Overseeing the preparation and review of SEC filings and offering materials;
• Assessing whether public statements concerning growth, customer acquisition, and operating performance were accurate and complete; and
• Protecting shareholder interests through effective corporate governance and risk oversight.

Shareholders Are Encouraged to Contact Grabar Law Office

If you are a current Navan shareholder, have continuously held Navan shares since on or shortly after the Company’s October 30, 2025 IPO, or possess information concerning the matters under investigation, you may contact Grabar Law Office to discuss your rights and potential claims.

Shareholders may be able to pursue claims on behalf of Navan against officers and directors responsible for alleged misconduct and seek corporate governance reforms designed to improve oversight, transparency, disclosure practices, and shareholder value, including a court approved service award at no cost to them whatsoever.

About Grabar Law Office

Grabar Law Office represents institutional and individual investors in shareholder derivative litigation, securities litigation, and corporate governance matters nationwide. The firm has extensive experience prosecuting claims involving breaches of fiduciary duty, failures of oversight, misleading disclosures, inadequate internal controls, and corporate governance failures.

For additional information concerning this investigation, please contact:

Joshua H. Grabar, Esq.
Grabar Law Office
One Liberty Place
1650 Market Street, Suite 3600
Philadelphia, Pennsylvania 19103
Telephone: (267) 507-6085
Email: jgrabar@grabarlaw.com
Website: www.grabarlaw.com

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