Navient Corp (JSM) CFO logs RSU-related share withholdings and updates holdings

Rhea-AI Filing Summary

Navient Corp executive Stephen M. Hauber, EVP, CFO & PAO, reported routine share-withholding transactions tied to vesting equity awards. On February 6, 7 and 9, 2026, Navient withheld 2,962, 5,167 and 2,979 shares of common stock, respectively, at prices around $10.05–$10.03, to cover tax obligations on restricted stock unit settlements and related dividend equivalent rights. After these transactions, Hauber directly beneficially owned 289,963.716 shares of Navient common stock. The filing also notes that 4,900.111 dividend equivalent rights are included in this balance and that a previously unreported acquisition of 462.710 shares under the employee stock purchase plan from July 31, 2024 is now reflected.

Insider Trade Summary

3 transactions reported

Mixed 3 txns

Insider HAUBER STEPHEN M

Role EVP, CFO & PAO

Type	Security	Shares	Price	Value
Tax Withholding	Common Stock	2,979	$10.03	$30K
Tax Withholding	Common Stock	5,167	$10.05	$52K
Tax Withholding	Common Stock	2,962	$10.05	$30K

Holdings After Transaction: Common Stock — 289,963.716 shares (Direct)

Footnotes (1)

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. 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. 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. 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. 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.

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^*

HAUBER STEPHEN M

(Last) (First) (Middle)

13865 SUNRISE VALLEY DRIVE

(Street)

HERNDON VA 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)
			Code	V	Amount	(A) or (D)	Price
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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

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
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