SEC FORM 4

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SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

HAUBER STEPHEN M

(Last)

(First)

(Middle)

13865 SUNRISE VALLEY DRIVE

(Street)

HERNDON

20171

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
NAVIENT CORP [ NAVI ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	EVP, CFO & PAO

3. Date of Earliest Transaction (Month/Day/Year)
02/06/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	02/06/2026		F		2,962⁽¹⁾	D	$10.05	298,109.716⁽²⁾⁽³⁾	D
Common Stock	02/07/2026		F		5,167⁽⁴⁾	D	$10.05	292,942.716	D
Common Stock	02/09/2026		F		2,979⁽⁵⁾	D	$10.03	289,963.716	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. As previously reported, on February 6, 2023, the reporting person was granted 15,856 restricted stock units (RSUs) under the Navient Corporation 2014 Omnibus Incentive Plan representing the right to receive shares of Navient Corporation common stock in the future, which vest in one-third increments on each of the first, second and third anniversaries of the grant date. On February 6, 2026, 5,285 shares of such RSUs were settled and an additional 709.68 shares were issued to the reporting person upon the vesting of the related dividend equivalent rights. In connection with this settlement, 2,962 shares were withheld by Navient, as approved by the Navient Compensation and Human Resources Committee, to satisfy the reporting person's tax withholding obligations.

2. Dividend equivalent rights 4,900.1110 issued on RSUs are included in the reporting person's common stock holding balance. Each dividend equivalent right is the economic equivalent of one share of Navient Corporation common stock.

3. This filing includes a previously unreported acquisition of common stock under the Navient Corporation Employee Stock Purchase Plan of 462.710 shares, which was inadvertently omitted from prior Form 4's and is being reported at this time upon discovery. The acquisition occurred on July 31, 2024.

4. As previously reported, on February 7, 2025, the reporting person was granted 31,296 RSUs under the Navient Corporation 2024 Omnibus Incentive Plan representing the right to receive shares of Navient Corporation common stock in the future, which vest in one-third increments on each of the first, second and third anniversaries of the grant date. On February 7, 2026, 10,432 shares of such RSUs were settled and an additional 510.898 shares were issued to the reporting person upon the vesting of the related dividend equivalent rights. In connection with this settlement, 5,167 shares were withheld by Navient, as approved by the Navient Compensation and Human Resources Committee, to satisfy the reporting person's tax withholding obligations.

5. As previously reported, on February 9, 2024, the reporting person was granted 18,529 RSUs under the Navient Corporation 2014 Omnibus Incentive Plan representing the right to receive shares of Navient Corporation common stock in the future, which vest in one-third increments on each of the first, second and third anniversaries of the grant date. On February 9, 2026, 6,177 shares of such RSUs were settled and an additional 578.062 shares were issued to the reporting person upon the vesting of the related dividend equivalent rights. In connection with this settlement, 2,979 shares were withheld by Navient, as approved by the Navient Compensation and Human Resources Committee, to satisfy the reporting person's tax withholding obligations.

	/s/ Matthew Sheldon (POA) for Stephen M. Hauber	02/10/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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