Navient CEO reports equity awards and tax withholding
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Form Type
4
Rhea-AI Filing Summary
NAVIENT CORP President & CEO David L. Yowan reported several equity compensation-related transactions in Navient common stock. He exercised 107,363.314 shares of restricted stock units into common stock at $0.00 per share, and Navient withheld 58,158.142 shares
Yowan disposed of 63,881.172 shares36,235.221 PSUs18,018 shares
Following these awards, exercises, tax withholdings, and dispositions, Yowan directly holds 393,243.051 shares
Insider Trade Summary
107,363.314 shares exercised/converted
Exercise
7 txns
Insider
YOWAN DAVID L.
Role
President & CEO
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Exercise | Restricted Stock Units | 107,363.314 | $0.00 | $0.00 |
| Grant/Award | Common Stock | 36,235.221 | $0.00 | $0.00 |
| Exercise Price or Tax Liability | Common Stock | 14,676 | $7.77 | $114K |
| Exercise | Common Stock | 107,363.314 | $0.00 | $0.00 |
| Exercise Price or Tax Liability | Common Stock | 43,482.142 | $7.77 | $338K |
| Disposition | Common Stock | 63,881.172 | $7.77 | $496K |
| Grant/Award | Common Stock | 18,018 | $7.77 | $140K |
Holdings After Transaction:
Restricted Stock Units — 0 units (Direct);
Common Stock — 411,261.051 shares (Direct)
Footnotes (8)
- F1. This transaction represents performance stock units ("PSUs") awarded under the Navient Corporation 2024 Omnibus Incentive Plan (the "Plan"). Each PSU represents the right to receive one share of Navient Corporation ("Navient") common stock and is settled solely through the delivery of shares of Navient common stock. A specified percentage of the target award vests and settles based on the achievement of performance conditions over a 3-year performance period ending on the final day of 2027. The first tranche (15%) of PSUs reported (23,121.30) vested on an accelerated basis upon the reporting person's satisfaction of the applicable performance and service conditions and an additional 1,035.514 shares were issued to the reporting person upon the vesting of the related dividend equivalent rights ("DERs"). The number of PSUs reported (36,235.221) reflects an above-target payout equal to 150% of the target award (24,156.814 inclusive of DERs) related to the 2025 legacy expense goal.
- F2. The reporting person's common stock beneficial ownership balance reflects the forfeiture of PSUs (158,835 PSUs and 19,432.355 DERs), which that were previously voluntarily reported on Form 4, because Navient failed to meet the threshold level established for the PSUs granted for the 2023 - 2025 performance period, as reported in Navient's 2026 Proxy Statement on Form DEF 14A.
- F3. DERs (3,548.752) issued on RSUs are included in the reporting person's common stock beneficial ownership balance. Each DER is the economic equivalent of one share of Navient common stock.
- F4. In connection with this settlement, 14,676 shares were withheld by Navient (as approved by the Navient Compensation and Human Resources Committee) to satisfy the reporting person's tax withholding obligations.
- F5. As previously reported, on July 7, 2025, the reporting person was awarded cash restricted stock units ("Cash RSUs") under the Plan. The Cash RSUs are settled solely in cash and do not represent the right to receive shares of Navient common stock. The Cash RSUs vested in full on June 4, 2026, upon termination of the reporting person's employment by the Company for a reason other than Cause, in accordance with the terms of the applicable award agreement, resulting in payment of the earned amount. Payment is subject to applicable tax withholding obligations. DERs accrue with respect to the Cash RSUs and are payable in cash upon settlement.
- F6. In connection with this settlement, 43,482.142 shares were withheld by Navient (as approved by the Navient Compensation and Human Resources Committee) to satisfy the reporting person's tax withholding obligations.
- F7. Represents a grant of restricted stock to Mr. Yowan in respect of his role as a non-employee director (effective June 5, 2025) under the Plan. The restrictions lift on a quarterly basis subject to continued active service on the Navient Board of Directors as follows: 25% on the grant date (June 4, 2026); 25% on August 1, 2026; 25% on November 1, 2026; and 25% on February 1, 2027.
- F8. DERs accrue on the reporting person's Cash RSUs when and as dividends are paid on Navient common stock and vest along with the Cash RSUs on which they accrued. The reporting person has received 4,602.314 DERs relating to their July 7, 2025, grant of Cash RSUs, all of which vested on June 4, 2026, and are included in the reporting person's common stock holding balance. Each DER converts into one share of Navient common stock on the date of vesting, and the reporting person receives the cash value thereof in lieu of the delivery of stock. Each DER is the economic equivalent of one share of Navient common stock.
Key Figures
RSU exercise into common: 107,363.314 shares
Tax withholding shares: 58,158.142 shares
Disposition to issuer: 63,881.172 shares
+4 more
7 metrics
RSU exercise into common
107,363.314 shares
Restricted stock units converted to Navient common stock
Tax withholding shares
58,158.142 shares
Shares withheld by Navient to cover CEO tax obligations
Disposition to issuer
63,881.172 shares
Common stock returned to Navient in issuer-related transaction
Performance stock unit grant
36,235.221 PSUs
PSUs under 2024 Omnibus Incentive Plan tied to 2025 goal
Director restricted stock grant
18,018 shares
Restricted stock for non-employee director role
Post-transaction holdings
393,243.051 shares
CEO’s direct Navient common stock holdings after transactions
Implied award price reference
$7.77 per share
Reference price used for several common stock entries
Key Terms
performance stock units ("PSUs"), dividend equivalent rights ("DERs"), Navient Corporation 2024 Omnibus Incentive Plan, restricted stock units ("Cash RSUs"), +1 more
5 terms
performance stock units ("PSUs") financial
"This transaction represents performance stock units ("PSUs") awarded under the Navient Corporation 2024 Omnibus Incentive Plan"
dividend equivalent rights ("DERs") financial
"additional 1,035.514 shares were issued ... upon the vesting of the related dividend equivalent rights ("DERs")"
restricted stock units ("Cash RSUs") financial
"the reporting person was awarded cash restricted stock units ("Cash RSUs") under the Plan"
restricted stock financial
"Represents a grant of restricted stock to Mr. Yowan in respect of his role as a non-employee director"
Shares granted to an individual that carry limits on transfer or sale until certain conditions are met, such as staying with the company for a set time or hitting performance targets. Think of them as a locked gift that gradually opens; for investors they matter because they affect how many shares may enter the market later, signal management incentives and potential dilution, and reveal confidence in future company performance.
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