Navient (NAVI) director Cabral granted 18,018 phantom stock units in plan award

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

CABRAL ANNA ESCOBEDO reported acquisition or exercise transactions in this Form 4 filing.

Navient Corp director Anna Escobedo Cabral received a grant of 18,018.018 Phantom Stock Units tied to company common stock. These units were awarded under the Navient Corporation Deferred Compensation Plan for Directors and are settled in Navient common shares on a one-to-one basis upon distribution.

The phantom units vest over time with continued service on the Navient Board: 25% on the grant date of June 4, 2026, and additional 25% tranches on August 1, 2026, November 1, 2026, and February 1, 2027. Following this award and accrued dividend equivalents, Cabral holds a total of 84,915.1339 phantom stock units.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider CABRAL ANNA ESCOBEDO

Role null

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

Holdings After Transaction: Phantom Stock Units — 84,915.134 shares (Direct, null)

Footnotes (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 (3,617.0899 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 units granted: 18,018.0180 units Reference price per unit: $7.77 per unit Total phantom units after grant: 84,915.1339 units +5 more

8 metrics

Phantom units granted 18,018.0180 units Grant of Phantom Stock Units on June 4, 2026

Reference price per unit $7.77 per unit Price field for Phantom Stock Unit grant

Total phantom units after grant 84,915.1339 units Holdings following the reported transaction

Dividend equivalent units 3,617.0899 units Dividend equivalent rights included in holdings

Vesting tranche 1 25% of units Vests on June 4, 2026

Vesting tranche 2 25% of units Vests on August 1, 2026

Vesting tranche 3 25% of units Vests on November 1, 2026

Vesting tranche 4 25% of units Vests on February 1, 2027

Key Terms

Phantom Stock Units, Deferred Compensation Plan for Directors, Dividend equivalent rights, Navient Board of Directors

4 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.

Deferred Compensation Plan for Directors financial

"acquired pursuant to the terms of the 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.

Dividend equivalent rights financial

"Dividend equivalent rights (3,617.0899 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.

Navient Board of Directors financial

"The Phantom stock units will vest with continued active service on the Navient Board of Directors as follows"

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Form 4 Insider Transactions: What Each Field Means →

06/05/2026 - 05:05 PM

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^*

CABRAL ANNA ESCOBEDO

(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)
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)

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)
Phantom Stock Units	⁽¹⁾	06/04/2026		A		18,018.018		⁽¹⁾	⁽¹⁾	Common Stock	18,018.018	$7.77	84,915.1339⁽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 (3,617.0899 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 Anna Escobedo Cabral	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)

Source: View Original Filing on SEC EDGAR

FAQ

What did Navient Corp (NAVI) disclose about Anna Escobedo Cabral in this Form 4?

Navient reported that director Anna Escobedo Cabral received 18,018.018 Phantom Stock Units as a grant under the Deferred Compensation Plan for Directors. These units mirror Navient common stock value and are settled in shares on a one-to-one basis upon distribution.

How many Navient phantom stock units does Anna Escobedo Cabral hold after this transaction?

After the grant, Anna Escobedo Cabral holds 84,915.1339 Phantom Stock Units. This total includes the newly granted 18,018.018 units and 3,617.0899 units from dividend equivalent rights accrued under Navient’s Deferred Compensation Plan for Directors.

How do the Navient (NAVI) Phantom Stock Units granted to Anna Escobedo Cabral vest?

The phantom units vest in four equal 25% installments, contingent on continued active service on Navient’s Board. Vesting occurs on June 4, 2026, August 1, 2026, November 1, 2026, and February 1, 2027, gradually delivering full vesting over this period.

What is the economic value basis of Anna Escobedo Cabral’s Phantom Stock Unit grant at Navient?

The Form 4 shows a reference price of $7.77 per unit for the 18,018.018 Phantom Stock Units. This effectively ties the grant’s value to Navient’s common stock price, although units are not traditional shares and are settled later in actual stock.

What are dividend equivalent rights on Navient Phantom Stock Units for directors?

Dividend equivalent rights credit additional phantom units based on dividends paid on Navient stock. Cabral’s holdings include 3,617.0899 units from such rights, accrued under the Deferred Compensation Plan for Directors, increasing her total phantom balance without an open-market stock purchase.

Is Anna Escobedo Cabral’s Navient Phantom Stock Unit grant an open-market stock purchase?

No, the transaction is a compensation-related grant coded as “A” on Form 4. The 18,018.018 Phantom Stock Units were awarded under Navient’s director deferred compensation plan, not bought on the open market, and vest over time with continued board service.