Navient EVP reports RSU vesting and tax withholding

NAVIENT CORP executive Troy Standish reported routine equity compensation activity.

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Form Type

Rhea-AI Filing Summary

NAVIENT CORP executive Troy Standish reported routine equity compensation activity. On May 22, 2026, 2,482 previously granted RSUs vested, and an additional 263.033 shares were issued from related dividend equivalent rights. In connection with this vesting, 1,125 shares were withheld to cover tax obligations.

After these transactions, Standish directly held 251,858.8134 shares of Navient common stock and indirectly held 16,122.8460 share equivalents through the Navient 401(k) Savings Plan. Between March 5 and May 22, 2026, he also acquired 310.9270 share equivalents via the 401(k) plan.

Insider Trade Summary

Exercise Price or Tax Liability: 1,125 shares

Exercise Price or Tax Liability 2 txns

Insider STANDISH TROY

Role EVP & Chief Operating Officer

Type	Security	Shares	Price	Value
Exercise Price or Tax Liability	Common Stock	1,125	$8.44	$9K
holding	Common Stock	--	--	--

Holdings After Transaction: Common Stock — 251,858.8134 shares (Direct); Common Stock — 16,122.846 shares (Indirect, By 401(k))

Footnotes (3)

F1. As previously reported, on May 23, 2024, the reporting person was granted 7,697 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, 2,482 shares of such RSUs were settled and an additional 263.033 shares were issued to the reporting person upon the vesting of the related dividend equivalent rights. In connection with this settlement, 1,125 shares were withheld by Navient, as approved by the Navient Compensation and Human Resources Committee, to satisfy the reporting person's tax withholding obligations.
F2. Dividend equivalent rights 2,325.796 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.
F3. Between March 5, 2026, and May 22, 2026, the reporting person acquired 310.9270 share equivalents of Navient common stock under the Navient 401(k) Savings Plan. The information in this report is based on the reporting person's actual account balance as of May 22, 2026.

Key Figures

Shares withheld for taxes: 1,125 shares RSUs settled: 2,482 shares Dividend-equivalent shares issued: 263.033 shares +4 more

7 metrics

Shares withheld for taxes 1,125 shares Tax withholding on RSU vesting at $8.44 per share on May 22, 2026

RSUs settled 2,482 shares Settlement of previously granted RSUs on May 22, 2026

Dividend-equivalent shares issued 263.033 shares Issued upon vesting of dividend equivalent rights on May 22, 2026

Dividend equivalent rights included 2,325.796 rights Rights included in Standish’s common stock holding balance

401(k) share equivalents acquired 310.9270 share equivalents Acquired under Navient 401(k) Savings Plan between March 5 and May 22, 2026

Direct common stock holdings 251,858.8134 shares Direct holdings after tax-withholding disposition on May 22, 2026

401(k) holdings 16,122.8460 share equivalents Indirect holdings via Navient 401(k) Savings Plan as of May 22, 2026

Key Terms

RSUs, dividend equivalent rights, tax withholding obligations, Navient 401(k) Savings Plan

4 terms

RSUs financial

"the reporting person was granted 7,697 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

"Dividend equivalent rights 2,325.796 issued on RSUs are included in the reporting person's common stock holding balance"

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

"1,125 shares were withheld by Navient ... to satisfy the reporting person's tax withholding obligations"

Navient 401(k) Savings Plan financial

"the reporting person acquired 310.9270 share equivalents of Navient common stock under the Navient 401(k) Savings Plan"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What insider equity activity did NAVIENT CORP EVP Troy Standish report on this Form 4?

Troy Standish reported RSU vesting and related tax withholding. 2,482 RSUs vested, 263.033 dividend-equivalent shares were issued, and 1,125 shares were withheld to satisfy tax obligations, reflecting routine compensation-related equity activity rather than open-market buying or selling of NAVI shares.

How many NAVIENT CORP shares were withheld for Troy Standish’s tax obligations?

Navient withheld 1,125 shares from Troy Standish to cover tax obligations tied to RSU vesting. This tax-withholding disposition, coded “F,” is not an open-market sale but a standard mechanism to pay taxes when stock-based awards convert into common shares.

How many Navient RSUs vested for Troy Standish on May 22, 2026?

On May 22, 2026, 2,482 RSUs previously granted to Troy Standish under Navient’s 2024 Omnibus Incentive Plan settled into common stock. An additional 263.033 shares were issued from related dividend equivalent rights, increasing his equity position before shares were withheld for taxes.

What are dividend equivalent rights in the context of Navient RSUs for Troy Standish?

Dividend equivalent rights give Troy Standish the economic equivalent of dividends on unvested RSUs. For this award, 2,325.796 dividend equivalent rights are included in his common stock balance, and 263.033 shares were issued upon vesting, mirroring common stock dividends over time.

How many NAVIENT CORP shares does Troy Standish hold after these transactions?

Following the reported transactions, Troy Standish directly holds 251,858.8134 shares of Navient common stock. He also indirectly holds 16,122.8460 share equivalents through the Navient 401(k) Savings Plan, reflecting both vested awards and ongoing retirement-plan accumulation.

What Navient 401(k) activity did Troy Standish disclose in this Form 4?

Between March 5 and May 22, 2026, Troy Standish acquired 310.9270 share equivalents of Navient common stock under the Navient 401(k) Savings Plan. These acquisitions reflect ongoing retirement-plan investments rather than discretionary open-market purchases of NAVI shares.

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Accepted by SEC EDGAR 05/26/2026 - 05:10 PM EDT

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^*

STANDISH TROY

(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 & Chief Operating Officer

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)
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)
Common Stock	05/22/2026		F		1,125⁽¹⁾	D	$8.44	251,858.8134⁽²⁾	D
Common Stock								16,122.846⁽³⁾	I	By 401(k)

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)

Explanation of Responses:

1. As previously reported, on May 23, 2024, the reporting person was granted 7,697 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, 2,482 shares of such RSUs were settled and an additional 263.033 shares were issued to the reporting person upon the vesting of the related dividend equivalent rights. In connection with this settlement, 1,125 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 2,325.796 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. Between March 5, 2026, and May 22, 2026, the reporting person acquired 310.9270 share equivalents of Navient common stock under the Navient 401(k) Savings Plan. The information in this report is based on the reporting person's actual account balance as of May 22, 2026.

	/s/ Matthew Sheldon (POA) for Troy Standish	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)

Source: View Original Filing on SEC EDGAR