Navient Holdings director Klane holds 7,342 shares

The phantom units are economically equivalent to common shares and are settled in shares based on the director’s plan elections.

Available on EDGAR 11/09/2026 - 04:51 PM EST Accepted by SEC EDGAR 11/09/2026 - 04:51 PM EST Learn about SEC filing dates

Rhea-AI Filing Summary

Navient Holdings, Inc. (JSM) reports that director Larry A. Klane directly held 7,342 common shares and 85,480.8077 phantom stock units as of October 28, 2026. Each phantom unit is the economic equivalent of one common share and will be settled in common shares based on his elections under the Deferred Compensation Plan for Directors. The phantom balance includes 4,777.8570 units from grants by Navient Corporation that remain subject to vesting terms.

Insider Trade Summary

Holdings reported, no transactions

Holdings

Insider KLANE LARRY A

Role Director

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

Holdings: Phantom Stock Units — 85,480.8077 units (Direct); Common Stock — 7,342 shares (Direct)

Footnotes (2)

1. F1. Each share of phantom stock is the economic equivalent of one share of common stock. The shares of phantom stock will be settled in shares of common stock based on the reporting person's deferral and distribution elections in the Navient Holdings, Inc., Deferred Compensation Plan for Directors.
2. F2. The reporting person's phantom stock unit balance includes 4,777.8570 units that were received in respect of, and remain subject to vesting terms applicable to, phantom stock units 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.

Key Figures

Direct common stock holdings: 7,342 shares Direct phantom stock unit holdings: 85,480.8077 phantom stock units Phantom stock units subject to vesting terms: 4,777.8570 units

3 metrics

Direct common stock holdings 7,342 shares Larry A. Klane's reported holdings as of October 28, 2026

Direct phantom stock unit holdings 85,480.8077 phantom stock units Larry A. Klane's reported holdings as of October 28, 2026

Phantom stock units subject to vesting terms 4,777.8570 units Included in the reported phantom stock balance

Key Terms

Phantom Stock Units, Deferred Compensation Plan for Directors, vesting terms

3 terms

Phantom Stock Units financial

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

Phantom stock units are company promises that pay a cash or stock-equivalent award tied to the firm’s share price or value growth, but they do not issue actual shares. Think of them as a bonus check that moves with the stock like a mirror rather than handing over an ownership slice. Investors care because these awards can affect a company’s future cash obligations, executive incentives and reported expenses without causing share dilution.

Deferred Compensation Plan for Directors financial

"in the Navient Holdings, Inc., 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.

vesting terms financial

"remain subject to vesting terms applicable to phantom stock units"

FAQ

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

How many phantom stock units did JSM director Larry A. Klane report?

Larry A. Klane reported 85,480.8077 phantom stock units as of October 28, 2026. Each unit is the economic equivalent of one common share, and settlement in common shares is based on his deferral and distribution elections under the 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^*

KLANE LARRY A

(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	7,342	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	(1)	(1)	Common Stock	85,480.8077(2)	(1)	D

Explanation of Responses:

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

2. The reporting person's phantom stock unit balance includes 4,777.8570 units that were received in respect of, and remain subject to vesting terms applicable to, phantom stock units 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.

Remarks:

Exhibit 24 - Power of Attorney

	/s/ Matthew Sheldon (POA) for Larry A. Klane	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)