Law firms sue over Navan IPO, name Goldman Sachs lead underwriter

Multiple plaintiff law firms and investor-alert services publicized securities class actions on March 5 that name Goldman Sachs & Co. LLC as the lead underwriter for Navan, Inc.’s October 2025 IPO, alleging the offering documents were materially misleading and omitted key financial information tied to a steep post-IPO decline.

The complaints, as described in the notices, center on an alleged omission of a sharp increase in Navan’s sales and marketing expenses. One plaintiff notice states Navan raised sales and marketing spending by 39 percent, from $68.5 million in the quarter ended July 31, 2025 to nearly $95 million in the quarter ended October 31, 2025, a figure Navan disclosed in an earnings release on December 15, 2025 that the notice says triggered a near 12 percent one-day stock drop.

Navan priced its IPO at $25.00 per share in October 2025. Notices allege the offering issued nearly 37 million shares to the public, generating over $920 million in gross proceeds. Plaintiffs say Goldman Sachs sold more than 12.9 million of those shares and received roughly $36.7 million in underwriting discounts and commissions for the deal.

Plaintiffs’ notices assert Goldman Sachs assisted in preparing and disseminating the offering materials, led the roadshow and had continual access to confidential corporate information, yet did not conduct an adequate investigation. The filings invoke Section 11 liability for underwriters, exposing Goldman Sachs to strict liability for misleading offering materials unless it can establish a due diligence affirmative defense. One of the law firms, Scott+Scott Attorneys at Law LLP, filed a complaint in the U.S. District Court for the Northern District of California and set a lead plaintiff motion deadline of April 24, 2026.

Market-performance figures cited in the notices and snapshots vary: plaintiffs and alerts report lows of $9.20 and $9.01 per share after the IPO, while a contemporaneous market snapshot listed shares at $9.465; plaintiffs characterize the overall decline from the $25 IPO price as roughly a 60 to 63 percent drop. Notices say investors who purchased at the IPO price have suffered significant losses traceable to the offering.

Joseph E. Levi, of Levi & Korsinsky, emphasized personal and underwriter accountability in the notices: “Individual officers who sign SEC certifications bear personal responsibility for the accuracy of corporate disclosures. The same accountability extends to underwriters who stake their reputations on the completeness of offering materials they help prepare and distribute.”

Investors seeking to participate in the lead-plaintiff process were given contacts and instructions: Levi & Korsinsky via SueWallSt at (888) SueWallSt; Scott+Scott, contact Mandeep S. Minhas at (888) 398-9312; and RGR Law, contact J.C. Sanchez at 800-449-4900 or info@rgrdlaw.com. Market commentary attached to the notices notes Navan’s enterprise wins, including Simon Kucher and customers such as Yahoo, Axel Springer and Frasers Group, but also flags that Navan remains unprofitable and faces analyst forecasts that do not predict profitability over the next three years, while the securities suits could add costs and distract management.