[8-K] Navient Corporation Reports Material Event

Rhea-AI Filing Summary

VirnetX Holding Corp. (VHC) filed a Form 4 reporting an automatic, non-discretionary insider transaction by Chief Scientist Robert D. Short III on 07/07/2025. The company withheld 50 common shares (Transaction Code F) at a price of $12.34 to satisfy payroll and income-tax obligations linked to previously granted restricted stock awards. The explanatory note confirms the transaction is strictly for tax settlement and does not involve an open-market sale.

Post-transaction ownership stands at 31,848 direct shares and 11,278 indirect shares held through The Short Revocable Living Trust, leaving Short’s overall economic exposure essentially unchanged. No derivative securities were exercised, acquired, or disposed of, and no other insider activity was disclosed. Given the immaterial size (≈0.1 % of Short’s total holdings) and its administrative nature, the filing carries limited investment significance and signals no shift in insider sentiment toward VirnetX.

Insights

Securities Analyst

TL;DR: Only 50 shares withheld for taxes; negligible impact and neutral signal.

The Code F designation reveals an automatic share surrender to cover tax obligations on vested stock, a routine event that does not reflect a discretionary buy or sell decision. Post-withholding, the insider still controls roughly 43 k shares, indicating sustained alignment with shareholders. Because the transaction involves less than 1 % of his position and no derivatives, liquidity or valuation impact is essentially nil. From a governance and sentiment perspective, the filing is neutral; it neither strengthens nor weakens the investment case for VHC.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): July 7, 2025

Navient Corporation

(Exact name of registrant as specified in its charter)

Delaware		001-36228		46-4054283
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

13865 Sunrise Valley Drive, Herndon, Virginia		20171
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code (703) 810-3000

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common stock, par value $.01 per share	NAVI	The Nasdaq Global Select Market
6% Senior Notes due December 15, 2043	JSM	The Nasdaq Global Select Market
Preferred Stock Purchase Rights	None	The Nasdaq Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Compensatory Arrangements with Chief Executive Officer and President

Navient Corporation (the “Company”) and David L. Yowan, the Company’s Chief Executive Officer and President, entered into a letter agreement dated July 7, 2025 (the “Letter Agreement”) to amend their previous letter agreement (the “Prior Letter Agreement”) dated May 15, 2023, which was filed as Exhibit 99.1 to the Company’s Current Report on Form 8-K (File No. 001-36228) filed with the Securities and Exchange Commission (“SEC”) on May 16, 2023, as amended by an amendment to the Prior Letter Agreement (the “Amended Letter Agreement”) dated July 3, 2024, which was filed as Exhibit 10.2 to the Company’s Current Report on Form 8-K (File No. 001-36228) filed with the SEC on July 5, 2024.

Pursuant to the Letter Agreement, Mr. Yowan’s annual base salary will increase to $1 million effective July 1, 2025.  Mr. Yowan will continue to be eligible to receive an annual bonus for 2025 pursuant to the Company’s Management Incentive Plan with a target bonus amount equal to 150% of his average annual base salary during the year.

Mr. Yowan will also be granted (1) an award of restricted stock units (“RSUs”) in respect of Company common shares, par value $0.01 (the “Common Stock”), equal to the quotient of $1.6 million divided by the closing price of the Common Stock on July 7, 2025 (the “Grant Date”), and (2) an award of performance-based restricted stock units (“PSUs”) in respect of Common Stock equal to the quotient of $2.4 million divided by the closing price of the Common Stock on the Grant Date.  The RSU award will vest as to (a) 50% of the RSUs, if Mr. Yowan remains employed by the Company through the first anniversary of the Grant Date, and (b) the remaining 50% of the RSUs if Mr. Yowan remains so employed through the eighteen (18) month anniversary of the Grant Date.  The RSUs will also vest in whole or in part if Mr. Yowan’s employment is terminated by the Company without cause or by Mr. Yowan for good reason.  Each vested RSU will be settled in cash in an amount equal to the fair market value of a share of Common Stock on the vesting date. The PSU award will vest as and to the extent that both a service condition and four independent performance goals (such performance goals together, the “performance condition”) are satisfied. The service condition will be satisfied as to (a) 50% of the PSUs if Mr. Yowan remains employed by the Company through the first anniversary of the Grant Date and (b) the remaining 50% of the PSUs if Mr. Yowan remains so employed through the eighteen (18) month anniversary of the Grant Date. The service condition will also be deemed satisfied if Mr. Yowan’s employment is terminated by the Company without cause or by Mr. Yowan for good reason.  The performance condition will be deemed satisfied with respect to (a) 45% of the PSUs based on a legacy expense target established for each of 2025, 2026 and 2027 (with the 2025 legacy expense target set forth in the Letter Agreement and the remaining targets to be established by the Company at the beginning of each respective year), with 15% of the PSUs eligible to vest with respect to each such annual target and (b) 55% of the PSUs based on the Company’s total shareholder return relative to peer companies over the three fiscal-year period 2025 through 2027 with payouts ranging from 0% to 150% of the PSUs for each performance goal.  The PSU award will be settled in shares of Common Stock.

All other terms and conditions contained in the Prior Letter Agreement, as amended by the Amended Letter Agreement, that are not specifically amended by the Letter Agreement shall remain unaffected and unamended by the Letter Agreement.

The foregoing description of the Letter Agreement is qualified in its entirety by the full text of the Letter Agreement, a copy of which is attached as Exhibit 10.1 hereto and incorporated by reference herein.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits:

Exhibit Number	Description
10.1	Letter Agreement, dated as of July 7, 2025, by and between Navient Corporation and David L. Yowan
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	NAVIENT CORPORATION
	By:	/s/ Matthew Sheldon
	Name:	Matthew Sheldon
	Title:	Senior Vice President & General Counsel
Date: July 11, 2025

FAQ

What did VirnetX (VHC) disclose in the latest Form 4?

The company reported that Chief Scientist Robert D. Short III had 50 shares withheld on 07/07/2025 to cover tax obligations.

Was the 50-share transaction an open-market sale of VHC stock?

No. The shares were automatically withheld by VirnetX for taxes (Transaction Code F), not sold on the open market.

How many VirnetX shares does Robert D. Short III hold after the transaction?

He owns 31,848 shares directly and 11,278 shares indirectly via The Short Revocable Living Trust.

Did the filing report any derivative securities activity?

No derivative securities were acquired, exercised, or disposed of in this Form 4.

What is the investment significance of this Form 4 for VHC shareholders?

The filing is largely administrative; the small tax-withholding action does not indicate a change in insider sentiment or company outlook.