Navan IPO: Everything You Need to Know About the $1B NAVN Public Debut

Navan, Inc., a Palo Alto-based technology company offering corporate travel and expense management solutions, is preparing to enter the public markets. The company filed an amended S-1 registration statement on October 10, 2025, with plans to list its Class A common stock on the Nasdaq Global Select Market under the symbol NAVN.

The company aims to offer a total of 36,924,406 shares at a price range of $24.00 to $26.00 per share. This includes 30 million shares from the company itself and nearly 7 million shares from existing stockholders. If demand holds and pricing is favorable, this listing could generate up to $960 million in gross proceeds.

This IPO not only provides liquidity to early investors and employees but also introduces a broader audience to a company operating in a fragmented and highly competitive market. With its integrated platform and dual-class share structure, Navan presents both an opportunity and a governance challenge for new shareholders.

IPO Snapshot: The Key Numbers

Here are the core facts that define Navan’s initial public offering:

• Total Class A Shares Offered: 36,924,406

  • Shares Offered by Navan, Inc.: 30,000,000

  • Shares Offered by Selling Stockholders: 6,924,406

• Expected IPO Price Range: $24.00 to $26.00 per share

• Ticker Symbol: NAVN

• Exchange: Nasdaq Global Select Market

• Estimated Gross Proceeds to Navan: $750 million

• Use of Proceeds: Product development, geographic expansion, sales infrastructure, potential acquisitions

• Anticipated Post-IPO Valuation: Between $6.5 billion and $7.1 billion, based on full share dilution

This public listing is contingent upon Nasdaq’s final approval of Navan’s Class A common stock.

Company Background: What Does Navan Do?

Navan, previously operating under the name TripActions, offers a comprehensive business travel and expense management platform. The system includes corporate travel booking, automated expense reporting, integrated payment cards, and real-time analytics. The platform is designed to streamline administrative processes for finance teams and traveling employees by reducing the complexity found in traditional systems.

Navan’s competitive advantage lies in its vertically integrated technology stack. The company controls both the booking interface and payment infrastructure, allowing tighter control over user experience and data visibility. This enables organizations to reduce travel costs, maintain policy compliance, and access granular spending insights across departments.

With a reported customer base that includes mid-market and large enterprise clients, Navan positions itself as an agile competitor in a market historically dominated by legacy software providers.

Share Structure: Class A vs Class B Stock

Navan’s IPO introduces a dual-class equity structure that separates voting power from economic ownership. Here is how it breaks down:

• Class A Common Stock: Carries one vote per share. This is the stock being sold in the IPO and will be publicly traded.

• Class B Common Stock: Carries 30 votes per share and is not part of the IPO. These shares are primarily held by Navan’s co-founders and executive leadership.

This structure allows the founding team to retain control of strategic and governance decisions without needing to hold a majority of the company’s economic value. Dual-class structures are common among technology companies seeking to maintain founder influence post-IPO. However, this approach can reduce the influence of public shareholders on issues like board elections, acquisitions, and corporate policy changes.

Founder Control and Voting Power

Immediately after the IPO, Navan’s two co-founders will continue to exercise significant control over the company. According to the registration document:

• Ariel Cohen, Chief Executive Officer and Chairperson of the Board, will hold or control approximately 24 percent of the total voting power.

• Ilan Twig, Chief Technology Officer and Director, will hold or control approximately 43 percent of the total voting power.

Combined, the co-founders will have the ability to influence or determine the outcome of matters requiring stockholder approval, including board composition, executive compensation plans, and potential mergers or asset sales.

Due to the high-vote Class B shares and the ability for those shares to convert into Class A shares on a one-for-one basis, their influence may increase as equity awards are exercised or vested. This creates a long-term governance framework that favors founder control over public accountability.

Use of Proceeds: Where the Capital Will Go

Navan intends to allocate the estimated $750 million in proceeds (excluding underwriter fees and other costs) from the IPO into several strategic areas:

1. Product Development: Expanding platform capabilities including mobile features, AI-based automation, and partner integrations.

2. Sales and Marketing: Scaling go-to-market teams across North America, Europe, and Asia to drive customer acquisition.

3. Geographic Expansion: Entering new global markets with customized localization and regulatory compliance.

4. Research and Development: Enhancing travel booking optimization and fraud detection using proprietary algorithms.

5. Mergers and Acquisitions: Evaluating potential acquisitions that complement Navan’s core offering or add user base.

The proceeds from the sale of shares by existing shareholders, which total nearly 7 million shares, will not be received by the company. These transactions are structured to provide liquidity for early investors and executives.

Market Position and Competitive Landscape

Navan competes in a global corporate travel and expense management market projected to exceed $17 billion in annual revenue. Key competitors include SAP Concur, Expensify, American Express Global Business Travel, and newer entrants like Brex and Ramp that are expanding into the travel segment.

Where Navan aims to differentiate is in the integration of travel booking with expense tracking and real-time policy enforcement. Its proprietary booking engine allows employees to select compliant travel options within budget parameters, while finance teams receive instant visibility into projected costs.

Another edge is Navan’s ability to issue virtual and physical payment cards tied directly to expense policies. This level of control is attractive to high-growth companies looking to manage spend in real time.

However, barriers to entry are moderate, and switching costs may be lower than in enterprise resource planning or payroll systems. Long-term retention will depend on Navan’s ability to demonstrate cost savings, user satisfaction, and scalability.

Risks for Investors

Every IPO comes with risk, and Navan is no exception. Key risks include:

• Concentrated Voting Power: Founder control can reduce corporate transparency and limit shareholder influence.

• Lack of Profitability: Financials have not been disclosed in full, but early-stage technology companies often operate at a net loss.

• Market Volatility: Demand for IPO shares could fluctuate based on broader economic conditions and interest rate changes.

• Competition: Legacy providers with entrenched customer bases and newer startups with aggressive pricing strategies both pose threats.

• Customer Concentration: If a small number of customers contribute a large portion of revenue, churn risk increases.

These risks are outlined in detail in the company's prospectus and should be reviewed carefully before any investment decision.

Takeaway: A Modern Travel Platform With a Classic IPO Strategy

Navan’s IPO blends a modern, fast-growing technology platform with a conventional founder-first governance structure. The company’s emphasis on product integration, global expansion, and user experience could drive long-term value. However, its dual-class share structure and limited shareholder influence may be a concern for governance-focused investors.

This IPO is not just about raising capital. It is a statement about where Navan believes business travel is heading. If you believe that the future lies in smarter, faster, and more automated enterprise platforms, Navan might be worth watching as it transitions from private darling to public contender.

FAQs

What is Navan’s ticker symbol?

Navan will trade on the Nasdaq under the symbol NAVN.

How many shares are being offered in total?

36,924,406 shares of Class A common stock, including 30 million from the company and 6,924,406 from selling stockholders.

What is the expected IPO price?

The initial public offering is priced in the range of $24.00 to $26.00 per share.

What kind of stock is being sold?

Only Class A shares are being sold in the IPO. These shares carry one vote per share.

Do the founders maintain control?

Yes. Through ownership of Class B shares with 30 votes per share, the two co-founders will retain a controlling interest in terms of voting power.

Can retail investors buy NAVN stock?

Yes. Once the shares begin trading on the Nasdaq, individual investors can purchase them through brokerage platforms.

Will Navan receive all the money raised?

No. Proceeds from the 6.9 million shares offered by existing shareholders go to those individuals or entities, not the company.

Is this Navan’s first time going public?

Yes. This is the company’s initial public offering.

Financial Disclaimer

The information provided in this article is for informational purposes only and does not constitute financial, investment, or legal advice. The author is not a registered investment advisor or broker-dealer. Investing in initial public offerings involves risk, including the possible loss of principal. You should consult with a qualified financial advisor and conduct your own research before making any investment decisions.

Navan NAVN IPO

Navan NAVN IPO