Navient CFO has shares withheld for RSU taxes

NAVIENT CORP Executive Vice President and CFO Stephen M. Hauber reported a routine tax-related share withholding tied to previously granted restricted stock units (RSUs).

Rhea-AI Filing Summary

NAVIENT CORP Executive Vice President and CFO Stephen M. Hauber reported a routine tax-related share withholding tied to previously granted restricted stock units (RSUs). On May 22, 2026, 1,673 RSUs vested and 175.319 additional shares were issued from related dividend equivalent rights. To cover tax withholding obligations, 816 common shares were withheld by Navient, as approved by the Compensation and Human Resources Committee. After this non-market disposition, Hauber directly holds 353,517.473 shares of Navient common stock.

Insider Trade Summary

Exercise Price or Tax Liability: 816 shares

Exercise Price or Tax Liability 1 txn

Insider HAUBER STEPHEN M

Role EVP, CFO & PAO

Type	Security	Shares	Price	Value
Exercise Price or Tax Liability	Common Stock	816	$8.44	$7K

Holdings After Transaction: Common Stock — 353,517.473 shares (Direct)

Footnotes (2)

1. F1. As previously reported, on May 23, 2024, the reporting person was granted 5,020 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 May 22, 2026, 1,673 shares of such RSUs were settled and an additional 175.319 shares were issued to the reporting person upon the vesting of the related dividend equivalent rights. In connection with this settlement, 816 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. F2. Dividend equivalent rights 3,386.837 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.

Key Figures

Tax-withheld shares: 816 shares Withholding price: $8.44 per share Post-transaction holdings: 353,517.473 shares +4 more

7 metrics

Tax-withheld shares 816 shares Common stock withheld for tax obligations on May 22, 2026

Withholding price $8.44 per share Value used for tax-withholding disposition

Post-transaction holdings 353,517.473 shares Common stock held directly after the transaction

Original RSU grant 5,020 RSUs Granted on May 23, 2024 under 2024 Omnibus Incentive Plan

RSUs settled 1,673 shares RSUs settled on May 22, 2026

Vested dividend equivalents 175.319 shares Shares issued from related dividend equivalent rights on vesting

Dividend equivalent rights balance 3,386.837 rights Rights included in common stock holding balance

Key Terms

RSUs, dividend equivalent rights, tax withholding obligations, Omnibus Incentive Plan

4 terms

RSUs financial

"the reporting person was granted 5,020 RSUs under the Navient Corporation 2024 Omnibus Incentive Plan"

RSUs, or restricted stock units, are a form of company shares given to employees as part of their compensation. They are typically awarded with certain restrictions, such as a waiting period before they can be fully owned or sold, similar to earning a gift that becomes fully yours over time. For investors, RSUs can impact a company's stock offerings and reflect how much the company relies on stock-based incentives to attract and retain talent.

dividend equivalent rights financial

"an additional 175.319 shares were issued to the reporting person upon the vesting of the related dividend equivalent rights"

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.

tax withholding obligations financial

"816 shares were withheld by Navient ... to satisfy the reporting person's tax withholding obligations"

Omnibus Incentive Plan financial

"granted 5,020 RSUs under the Navient Corporation 2024 Omnibus Incentive Plan"

An omnibus incentive plan is a single, flexible program a company uses to give employees and executives different types of pay tied to performance — for example stock options, restricted shares, cash bonuses and other awards — all governed by one set of rules. It matters to investors because it determines how many new shares may be created, how leaders are motivated and how much the company will spend on compensation over time; think of it as a master toolbox that affects both costs and the total share supply.

FAQ

What insider transaction did Navient (NAVI) report for CFO Stephen Hauber?

Navient reported a tax-related share withholding for CFO Stephen Hauber. On vesting of RSUs, 816 common shares were withheld to satisfy tax obligations, while 1,673 RSUs and 175.319 dividend-equivalent shares were delivered, leaving him with 353,517.473 shares.

Was the Navient CFO’s Form 4 transaction an open-market sale?

No, the transaction was not an open-market sale. It was a tax-withholding disposition, where 816 shares were withheld by Navient to cover Stephen Hauber’s tax obligations arising from RSU vesting, a common administrative mechanism in equity compensation.

What RSU award underlies the May 22, 2026 Navient Form 4 filing?

The filing relates to a grant of 5,020 RSUs awarded on May 23, 2024 under the Navient Corporation 2024 Omnibus Incentive Plan. These RSUs vest in one-third increments on each of the first, second, and third anniversaries of the grant date.

How many shares vested for Navient CFO Stephen Hauber on May 22, 2026?

On May 22, 2026, 1,673 RSUs vested for Stephen Hauber, and 175.319 additional shares were issued from associated dividend equivalent rights. Together, these shares increased his holdings before 816 shares were withheld to satisfy related tax obligations.

How many Navient shares does the CFO hold after the reported tax withholding?

After the tax-withholding disposition, CFO Stephen Hauber holds 353,517.473 shares of Navient common stock directly. This figure includes shares received from vested RSUs and dividend equivalent rights, net of the 816 shares withheld to cover his tax obligations.

What are dividend equivalent rights in the Navient CFO’s Form 4 filing?

Dividend equivalent rights mirror dividends on RSUs by granting equivalent shares. The filing notes 3,386.837 dividend equivalent rights issued on RSUs are included in Stephen Hauber’s common stock balance, and each right is economically equivalent to one share of Navient common stock.

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Accepted by SEC EDGAR 05/26/2026 - 05:08 PM Learn about SEC filing dates

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 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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	EVP, CFO & PAO

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/22/2026

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
Common Stock	05/22/2026		F		816(1)	D	$8.44	353,517.473(2)	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 May 23, 2024, the reporting person was granted 5,020 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 May 22, 2026, 1,673 shares of such RSUs were settled and an additional 175.319 shares were issued to the reporting person upon the vesting of the related dividend equivalent rights. In connection with this settlement, 816 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 3,386.837 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.

	/s/ Matthew Sheldon (POA) for Stephen M. Hauber	05/26/2026
	** 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)