Navan (NAVN) risk factors, FY2026 10-K

Risks Related to Our Business and Industry

1. 01We have experienced rapid growth and operational and strategic expansion in recent periods. Such historical trends, including growth rates, may not continue in the future, and failure to effectively manage our growth could harm our business and results of operations
2. 02future prefer to use teleconference and virtual meeting technologies indefinitely or substantially limit business travel spending
3. 03Our revenue has historically been, and is expected to continue to be, significantly dependent on our Travel Management offerings, and a prolonged or substantial decrease in, or systemic disruptions to, global travel could adversely affect us
4. 04We have historically experienced and may in the future experience negative impacts to our business, financial condition, results of operations, and prospects from some or all of the above disruptions to business and consumer travel
5. 05Shifts in business travel trends or any decline in business travel demand would negatively impact our business, growth, results of operations, and financial condition
6. 06We may be unable to attract new customers and grow our customer base, which would negatively impact our revenue growth and results of operations
7. 07We may not be successful in our efforts to retain and increase revenue from our customers, including by promoting and expanding adoption and usage of our offerings, which could adversely impact our business, financial condition, and results of operations
8. 08If we fail to offer high-quality customer support, including through our AI-powered virtual agents, or if our support is more expensive than anticipated, our business, margins, and reputation could suffer
9. 09Our Travel Management offerings depend on our relationships with suppliers
10. 10We 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
11. 11business, plan for future operations and strategic initiatives, predict future results, and evaluate our future prospects, increasing the risks associated with an investment in our Class A common stock
12. 12Our results of operations may fluctuate significantly, which could make our future results difficult to predict and could cause our results of operations to fall below expectations
13. 13Future acquisitions, strategic investments, partnerships, collaborations, or alliances could be difficult to identify and integrate, divert the attention of management, disrupt our business, dilute stockholder value, and adversely affect our business, financial condition, results of operations, and prospects
14. 14We plan to continue expanding our international operations which could subject us to additional costs and risks, and our continued expansion internationally may not be successful
15. 15Failure to effectively develop and expand our sales and marketing capabilities could harm our ability to increase our customer base and achieve broader market acceptance of our platform
16. 16engagement with additional offerings. Our growth and business strategy are dependent on our ability to successfully execute our sales strategies at increasing scale
17. 17If we fail to adapt and respond effectively to rapidly changing technology, evolving industry standards, and changing customer needs or preferences, our platform may become less competitive
18. 18Our corporate card offering exposes us to credit risk and other risks related to customers' ability to pay the balances incurred on their corporate cards
19. 19While we have entered into redundant relationships with third-party partners and issuing banks for our corporate cards, if we lose any of these services, or if the card network ceases to support our cards, our business, results of operations, financial condition, and growth prospects could be harmed
20. 20telecommunications 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
21. 21We 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
22. 22Our business is affected by seasonality
23. 23Our business depends on a strong brand, and if we are not able to maintain and enhance our brand, our ability to maintain and expand our base of customers may be impaired, and our business and results of operations will be harmed
24. 24We face significant competition in the markets we serve, and if we do not compete effectively, our business, results of operations, and financial condition could be harmed
25. 25If our customers or users of our platform engage in, or are subject to, fraud, criminal activity, or inappropriate conduct, our reputation, brand, business, financial condition, and results of operations could be harmed
26. 26If the prices we charge in connection with our offerings are unacceptable to our customers, our business, financial condition, and results of operations may be adversely impacted
27. 27We track certain performance metrics with internal tools and do not independently verify such metrics. Certain of our performance metrics are subject to inherent challenges in measurement, and real or perceived inaccuracies in such metrics may harm our reputation and negatively affect our business
28. 28Our estimates of market opportunity and forecasts of market growth may prove to be inaccurate, and even if the markets in which we compete achieve the forecasted growth, our business could fail to grow at similar rates, if at all

Risks Related to Our People

1. 29If we lose Ariel Cohen, our co-founder and Chief Executive Officer, or other key members of our management team or are unable to attract and retain executives and employees we need to support our operations and growth, our business may be harmed
2. 30management or other key employees or that we would be able to timely replace members of our senior management or other key employees should any of them depart
3. 31Our management team has limited experience managing a public company
4. 32Our company values have contributed to our success. If we cannot maintain these values as we grow, we could lose certain benefits we derive from them, and our employee turnover could increase, which could harm our business

Risks Related to Privacy, Cybersecurity, and Intellectual Property

1. 33Act 2018 (collectively, the “UK GDPR”) other EU member state-implementing legislation, and the privacy laws of many other foreign jurisdictions
2. 34applicable) that may impact certain business activities such as vendor engagements, sale or sharing of data, employment of certain individuals, and investor agreements. Violations of the rule could lead to significant civil and criminal fines and penalties
3. 35advertising purposes. As a result, we may be required to change the way we market our offerings, and any of these developments or changes could significantly impair our ability to reach new or existing customers or otherwise negatively affect our operations
4. 36We and our suppliers have in the past experienced cybersecurity incidents of a limited scale. We may be unable to anticipate or prevent techniques used in the future to obtain unauthorized access or to sabotage systems because they change frequently and often are not detected until after an incident has occurred
5. 37If we are unable to ensure that our platform interoperates with a variety of software applications that are developed by others, including our suppliers and other partners, we may become less competitive and our business, results of operations, and financial condition may be harmed
6. 38We use open-source software in our platform, which could subject us to litigation or other actions
7. 39Our 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
8. 40infringement, 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
9. 41If we do not adequately identify our patentable inventions or protect our patent rights, the value of our offerings may be adversely affected and our business, financial condition, results of operations, and prospects could be adversely affected

Risks Related to Legal and Regulatory Matters

1. 42Payments and other financial services-related regulations and oversight are or may become material to our business. Our failure to comply could harm our business
2. 43We are subject to governmental laws and requirements regarding economic and trade sanctions, anti-money laundering, and counter-terrorism financing that could impair our ability to compete in international markets or subject us to criminal or civil liability if we violate such laws
3. 44and 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
4. 45We are subject to anti-corruption, anti-bribery, and similar laws, and non-compliance with such laws can subject us to criminal or civil liability and harm our business
5. 46We will face risks associated with the growth of our business with certain heavily regulated industry verticals
6. 47Current and future litigation against us could be costly and time-consuming to defend

Risks Related to Tax Matters

1. 48We could be subject to additional tax liabilities as a result of changes in tax laws
2. 49Our ability to use our net operating loss carryforwards to offset future taxable income may be subject to certain limitations
3. 50Our operating results may be negatively affected if we are required to pay additional sales and use tax, value added tax, or other transaction taxes, and we could be subject to liability with respect to all or a portion of past or future sales
4. 51Our corporate structure and intercompany arrangements are subject to the tax laws of various jurisdictions, and we could be obligated to pay additional taxes, which could adversely affect our business, financial condition, results of operations, and prospects
5. 52Changes in our effective tax rate or tax liability may adversely affect our results of operations

Risks Related to Financial and Accounting Matters

1. 53If our estimates or judgments relating to our critical accounting policies prove to be incorrect or financial reporting standards or interpretations change, our business, financial condition, results of operations, and prospects could be adversely affected
2. 54We are an “emerging growth company” and the reduced disclosure requirements applicable to emerging growth companies may make our Class A common stock less attractive to investors
3. 55We incur significant increased costs and demands on management resources as a result of operating as a public company
4. 56particularly to serve on our audit committee and compensation committee, and qualified executive officers. If we are unable to effectively manage these increased costs and demands upon management resources, our business, financial condition, results of operations, and prospects could be adversely affected
5. 57Section 404 of the Sarbanes-Oxley Act requires that we include a report of management on our internal control over financial reporting in our annual report on Form 10-K beginning with our second annual report
6. 58If we fail to maintain an effective system of disclosure controls and internal control over financial reporting, our ability to produce timely and accurate financial statements or comply with applicable laws and regulations could be impaired
7. 59Our debt-service obligations may adversely affect our financial condition and results of operations
8. 60We may require additional capital to support the growth of our business, and this capital might not be available on acceptable terms, if at all

Risks Related to Ownership of our Class A Common Stock

1. 61The market price of our Class A common stock may be volatile, and investors could lose all or part of their investment
2. 62Sales of substantial amounts of our Class A common stock in the public markets, or the perception that they might occur, could cause the market price of our Class A common stock to decline
3. 63As of March 30, 2026, the holders of 115,302,421 shares of our capital stock have rights, subject to some conditions, to require us to file registration statements for the public resale of such capital stock or to include such shares in registration statements that we may file for us or other stockholders
4. 64The dual class structure of our common stock has the effect of concentrating voting power with Ariel Cohen and Ilan Twig, our co-founders, which will limit other stockholders’ ability to influence the outcome of important transactions, including a change in control
5. 65The dual class structure of our common stock may adversely affect the trading market for our Class A common stock
6. 66Investors’ expectations of our performance relating to environmental, social, and governance factors may impose additional costs and expose us to new risks
7. 67If industry or financial analysts do not publish research or reports about our business, or if they issue inaccurate or unfavorable research regarding our Class A common stock, our stock price and trading volume could decline
8. 68We are, and could in the future be, subject to securities class action litigation
9. 69We do not intend to pay dividends for the foreseeable future
10. 70Provisions in our charter documents and under Delaware law could make an acquisition of us, which may be beneficial to our stockholders, more difficult and may limit attempts by our stockholders to replace or remove our current management
11. 71Our amended and restated certificate of incorporation contains exclusive forum provisions for certain claims, which may limit our stockholders’ ability to obtain a favorable judicial forum for disputes with us or our directors, officers, or employees
12. 72Our stockholders will not be deemed to have waived our compliance with the federal securities laws and the regulations promulgated thereunder
13. 73Unfavorable conditions in our industry or the global economy could limit our ability to grow our business and negatively affect our results of operations
14. 74We 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
15. 75If currency exchange rates fluctuate substantially in the future, the results of our operations, which are reported in U.S. dollars, could be adversely affected