Navient (NYSE: NAVI) director receives new phantom stock unit award

Rhea-AI Filing Summary

KLANE LARRY A reported acquisition or exercise transactions in this Form 4 filing.

NAVIENT CORP director Larry A. Klane received a grant of phantom stock units as board compensation. He was awarded 18,018.0180 phantom stock units tied to Navient common stock at a reference price of $7.77 per unit, bringing his reported phantom unit balance to 82,436.0625 units.

The units were granted under the Navient Corporation Deferred Compensation Plan for Directors and will be settled in shares of common stock on a one-to-one basis upon distribution. Vesting occurs over time with 25% vesting on the grant date of June 4, 2026, and additional 25% tranches vesting on August 1, 2026, November 1, 2026, and February 1, 2027. His reported holdings also include 4,205.7759 dividend equivalent rights accrued on earlier phantom stock units.

Insights

Equity compensation analyst

Routine director equity grant via phantom stock units, no open-market trading.

Director Larry A. Klane received 18,018.0180 phantom stock units as part of Navient’s deferred compensation structure for directors. These units mirror Navient common stock value and are ultimately settled in shares on a one-to-one basis upon distribution.

The award vests in four equal 25% installments between June 4, 2026 and February 1, 2027, encouraging continued board service over that period. Following this grant, Klane’s reported phantom stock unit balance is 82,436.0625 units, including 4,205.7759 dividend equivalent rights that accrued on prior awards.

This filing reflects non-cash, compensation-related equity accrual rather than an open-market purchase or sale, so it typically carries limited signaling value for near-term trading. Future company filings will show how these phantom units convert into common shares upon distribution events.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider KLANE LARRY A

Role null

Type	Security	Shares	Price	Value
Grant/Award	Phantom Stock Units	18,018.018	$7.77	$140K

Holdings After Transaction: Phantom Stock Units — 82,436.063 shares (Direct, null)

Footnotes (1)

1. Represents phantom stock units acquired pursuant to the terms of the Navient Corporation Deferred Compensation Plan for Directors. Phantom stock units are settled in shares of Navient Corporation common stock, on a one-to-one basis, upon distribution. The Phantom stock units will vest with continued active service on the Navient Board of Directors as follows: 25% will vest on the grant date (June 4, 2026); 25% will vest on August 1, 2026; 25% will vest on November 1, 2026; and 25% will vest on February 1, 2027. Dividend equivalent rights (4,205.7759 units) accrued on phantom stock units pursuant to the terms of the Navient Corporation Deferred Compensation Plan for Directors are included in the reporting person's holding balance.

Key Figures

Phantom stock units granted: 18,018.0180 units Reference price per unit: $7.77 per unit Total phantom units after grant: 82,436.0625 units +5 more

8 metrics

Phantom stock units granted 18,018.0180 units Grant to director on June 4, 2026

Reference price per unit $7.77 per unit Phantom stock grant valuation reference

Total phantom units after grant 82,436.0625 units Director’s reported phantom stock unit balance

Dividend equivalent rights 4,205.7759 units Accrued on prior phantom stock units

Vesting date 1 June 4, 2026 25% of phantom units vest

Vesting date 2 August 1, 2026 Second 25% of phantom units vest

Vesting date 3 November 1, 2026 Third 25% of phantom units vest

Vesting date 4 February 1, 2027 Final 25% of phantom units vest

Key Terms

Phantom Stock Units, Navient Corporation Deferred Compensation Plan for Directors, dividend equivalent rights, vest, +1 more

5 terms

Phantom Stock Units financial

"Represents phantom stock units acquired pursuant to the terms of the Navient Corporation Deferred Compensation Plan for Directors."

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.

Navient Corporation Deferred Compensation Plan for Directors financial

"Represents phantom stock units acquired pursuant to the terms of the Navient Corporation Deferred Compensation Plan for Directors."

dividend equivalent rights financial

"Dividend equivalent rights (4,205.7759 units) accrued on phantom stock units pursuant to the terms of the Navient Corporation Deferred Compensation Plan for Directors"

Dividend equivalent rights are promises that mirror the cash payments shareholders get from a company’s profits, but they are paid to holders of certain awards (like stock options or restricted stock units) rather than to actual shares. Think of them as a paycheck top‑up that matches dividends while the award is not yet a real stock, and they matter to investors because they add to employee compensation costs and potential share dilution, affecting company profitability and per‑share value.

vest financial

"The Phantom stock units will vest with continued active service on the Navient Board of Directors as follows: 25% will vest on the grant date"

A vest is the process by which an employee earns the right to receive certain benefits or ownership interests, such as stock or retirement funds, over time. It’s similar to earning a reward gradually, ensuring that the benefit becomes fully yours only after a set period or meeting specific conditions. This makes it important for investors because it determines when they can actually claim or use those benefits.

distribution financial

"Phantom stock units are settled in shares of Navient Corporation common stock, on a one-to-one basis, upon distribution."

A distribution is a payment or transfer of value from a company, fund, or trust to its shareholders or unit holders, commonly made in cash, additional shares, or other assets. Investors care because distributions provide income, reflect how much cash a business or fund can return to owners, can influence yield and taxable income, and often affect the share price much like a store handing out a portion of its profits to customers.

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Form 4 Insider Transactions: What Each Field Means →

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

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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^*

KLANE LARRY A

(Last) (First) (Middle)

13865 SUNRISE VALLEY DRIVE

(Street)

HERNDON VIRGINIA 20171

(City) (State) (Zip)

UNITED STATES

(Country)

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

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

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
06/04/2026

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

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

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

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)
			Code	V	Amount	(A) or (D)	Price

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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Phantom Stock Units	(1)	06/04/2026		A		18,018.018		(1)	(1)	Common Stock	18,018.018	$7.77	82,436.0625(2)	D

Explanation of Responses:

1. Represents phantom stock units acquired pursuant to the terms of the Navient Corporation Deferred Compensation Plan for Directors. Phantom stock units are settled in shares of Navient Corporation common stock, on a one-to-one basis, upon distribution. The Phantom stock units will vest with continued active service on the Navient Board of Directors as follows: 25% will vest on the grant date (June 4, 2026); 25% will vest on August 1, 2026; 25% will vest on November 1, 2026; and 25% will vest on February 1, 2027.

2. Dividend equivalent rights (4,205.7759 units) accrued on phantom stock units pursuant to the terms of the Navient Corporation Deferred Compensation Plan for Directors are included in the reporting person's holding balance.

	/s/ Matthew Sheldon (POA) for Larry A. Klane	06/05/2026
	** 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).
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 4: SEC 1474 (03-26)

FAQ

What did Navient (NAVI) director Larry A. Klane report in this Form 4?

Larry A. Klane reported receiving 18,018.0180 phantom stock units as director compensation. These units track Navient common stock and increase his total phantom stock unit holdings to 82,436.0625 units, including previously accrued dividend equivalent rights under the director deferred compensation plan.

Are the Navient (NAVI) phantom stock units an open-market purchase or sale?

The phantom stock units are a grant, not an open-market trade. They were awarded under Navient’s Deferred Compensation Plan for Directors as a non-cash equity-based compensation arrangement, with settlement in shares of common stock upon distribution rather than immediate buying or selling in the market.

How and when do Larry Klane’s Navient phantom stock units vest?

Klane’s phantom stock units vest in four equal 25% installments tied to continued board service. Vesting dates are June 4, 2026, August 1, 2026, November 1, 2026, and February 1, 2027, gradually making the full 18,018.0180-unit award earned over this period.

What does it mean that Navient phantom stock units are settled in common stock?

Settlement in common stock means each phantom stock unit converts into one Navient common share upon distribution. Until that time, phantom units function as bookkeeping entries that mirror the value of Navient shares without immediate share issuance or cash payment to the director.

What are dividend equivalent rights mentioned in Larry Klane’s Navient holdings?

Dividend equivalent rights are additional phantom units credited to match dividends paid on Navient’s common stock. Klane’s balance includes 4,205.7759 such units, which accrued on earlier phantom stock unit awards under the director deferred compensation plan and increase his total phantom-based exposure.