Navient Holdings director reports 418,491 shares

The reported common-stock balance includes awards subject to vesting; phantom stock units are settled in shares under the director plan's deferral and distribution elections.

Available on EDGAR 11/09/2026 - 04:56 PM EST Accepted by SEC EDGAR 11/09/2026 - 04:56 PM EST Learn about SEC filing dates

Rhea-AI Filing Summary

Navient Holdings, Inc. (JSM) director David L. Yowan reported direct holdings of 418,491 shares of common stock as of October 28, 2026. That balance includes 188,591 performance stock units and 4,762 shares of restricted stock, which remain subject to vesting terms. He also reported 14,861 phantom stock units, each economically equivalent to one common share and settled in common shares according to his deferral and distribution elections under the Navient Corporation Deferred Compensation Plan for Directors.

Insider Trade Summary

Holdings reported, no transactions

Holdings

Insider YOWAN DAVID L.

Role Director

Type	Security	Shares	Price	Value
Holding	Phantom Stock Units F2	--	--	--
Holding	Common Stock F1	--	--	--

Holdings: Phantom Stock Units — 14,861.26 units (Direct); Common Stock — 418,490.921 shares (Direct)

Footnotes (2)

1. F1. The reporting person's common stock balance includes 188,590.984 performance stock units and 4,761.967 shares of restricted stock that were received in respect of, and remain subject to vesting terms applicable to, performance stock units and shares of restricted stock granted by, and as reported on Form 4 filings with respect to, Navient Corporation, as Navient Holdings, Inc., is the successor to Navient Corporation under the Securities Exchange Act of 1934, as amended.
2. F2. Each share of phantom stock is the economic equivalent of one share of Navient common stock. The shares of phantom stock will be settled in shares of Navient common stock based on the reporting person's deferral and distribution elections in the Navient Corporation Deferred Compensation Plan for Directors.

Key Figures

Common stock holdings: 418,491 shares Performance stock units: 188,591 units Restricted stock: 4,762 shares +1 more

4 metrics

Common stock holdings 418,491 shares Direct holdings as of October 28, 2026; balance includes performance stock units and restricted stock

Performance stock units 188,591 units Included in the common stock balance; subject to vesting terms

Restricted stock 4,762 shares Included in the common stock balance; subject to vesting terms

Phantom stock units 14,861 units Each unit is the economic equivalent of one common share

Key Terms

phantom stock, performance stock units, restricted stock, Deferred Compensation Plan for Directors

4 terms

phantom stock financial

"Each share of phantom stock is the economic equivalent of one share"

A phantom stock is a form of compensation that gives employees or executives the benefits of stock ownership, such as the increase in stock value, without actually giving them real shares. It acts like a promise to pay the employee the equivalent value of company stock later, often as a bonus or incentive. This allows companies to motivate and reward staff without diluting ownership or transferring actual shares.

performance stock units financial

"includes 188,590.984 performance stock units"

Performance stock units are a type of company award that grants employees shares of stock only if certain performance goals are met. They motivate employees to work toward specific company achievements, aligning their interests with those of shareholders. For investors, they can influence a company's future stock supply and reflect management’s confidence in reaching key targets.

restricted stock financial

"4,761.967 shares of restricted stock"

Shares granted to an individual that carry limits on transfer or sale until certain conditions are met, such as staying with the company for a set time or hitting performance targets. Think of them as a locked gift that gradually opens; for investors they matter because they affect how many shares may enter the market later, signal management incentives and potential dilution, and reveal confidence in future company performance.

Deferred Compensation Plan for Directors financial

"Navient Corporation Deferred Compensation Plan for Directors"

A deferred compensation plan for directors is an arrangement that lets board members postpone receiving part of their pay until a later date—often retirement or a set future time—so the money can grow or be paid under specified conditions. Think of it like directing a portion of your paycheck into a locked savings account that pays out later; investors care because it creates future cash or stock obligations, signals how the company motivates and retains leadership, and can affect shareholder value through timing of payouts or potential dilution.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

How many common shares did JSM director David L. Yowan report?

David L. Yowan reported direct holdings of 418,491 shares of common stock as of October 28, 2026. The balance includes 188,591 performance stock units and 4,762 shares of restricted stock, both subject to vesting terms.

What are David L. Yowan's phantom stock units?

Yowan reported 14,861 phantom stock units. Each phantom stock unit is the economic equivalent of one Navient common share, and the units will be settled in shares based on his deferral and distribution elections under the Navient Corporation Deferred Compensation Plan for Directors.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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SEC Form 3

FORM 3

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

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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

OMB APPROVAL

OMB Number:			3235-0104
Estimated average burden
hours per response:			0.5

1. Name and Address of Reporting Person^*

YOWAN DAVID L.

(Last) (First) (Middle)

13865 SUNRISE VALLEY DRIVE

(Street)

HERNDON VIRGINIA 20171

(City) (State) (Zip)

UNITED STATES

(Country)

2. Date of Event Requiring Statement (Month/Day/Year)
10/28/2026

3. Issuer Name and Ticker or Trading Symbol
Navient Holdings, Inc. [ NAVI ]

3a. Foreign Trading Symbol

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

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

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	418,490.921(1)	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Phantom Stock Units	(2)	(2)	Common Stock	14,861.26	(2)	D

Explanation of Responses:

1. The reporting person's common stock balance includes 188,590.984 performance stock units and 4,761.967 shares of restricted stock that were received in respect of, and remain subject to vesting terms applicable to, performance stock units and shares of restricted stock granted by, and as reported on Form 4 filings with respect to, Navient Corporation, as Navient Holdings, Inc., is the successor to Navient Corporation under the Securities Exchange Act of 1934, as amended.

2. Each share of phantom stock is the economic equivalent of one share of Navient common stock. The shares of phantom stock will be settled in shares of Navient common stock based on the reporting person's deferral and distribution elections in the Navient Corporation Deferred Compensation Plan for Directors.

Remarks:

Exhibit 24 - Power of Attorney

	/s/ Matthew Sheldon (POA) for David L. Yowan	11/09/2026
	** 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 5 (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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 3: SEC 1473 (03-26)