Navient (NAVI) CFO shares withheld to cover PSU tax obligations

Rhea-AI Filing Summary

Navient Corporation executive Stephen M. Hauber reported a tax-related share disposition tied to performance stock units (PSUs). On March 2, 2026, 4,838 shares of common stock were withheld by Navient to cover his tax obligations upon PSU settlement, rather than sold on the market. The PSUs, granted in 2023, vested at 59% of target for the 2023–2025 performance period, resulting in settlement of 9,671.870 shares and issuance of an additional 1,297.927 shares from dividend equivalents. After these transactions and the forfeiture of 7,623.080 PSUs for not meeting threshold performance, Hauber held 277,502.636 shares of Navient common stock directly.

Insights

Equity compensation analyst

Routine tax withholding and PSU outcome with neutral impact.

The transaction reflects standard equity compensation mechanics at Navient. Performance stock units granted for the 2023–2025 period vested at 59% of target, leading to settlement of 9,671.870 shares plus 1,297.927 dividend-equivalent shares on March 2, 2026.

To satisfy tax obligations from this vesting, 4,838 shares were withheld by Navient and reported as a tax-withholding disposition under code F, not an open-market sale. The reporting person’s direct common stock holdings after these events were 277,502.636 shares.

The forfeiture of 7,623.080 PSUs due to not meeting threshold performance shows that a portion of the original award did not vest. Overall, this appears to be routine compensation and tax treatment, without indications of a strategic share sale or broader capital markets signal.

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

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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)
03/02/2026

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	03/02/2026		F		4,838(1)(2)	D	$8.62	277,502.636(3)	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. Represents performance stock units ("PSUs") awarded to the reporting person under the Navient Corporation 2014 Omnibus Incentive Plan and previously reported on February 6, 2023. Each PSU represents the right to receive one share of Navient Corporation ("Navient") common stock in the future, which target amount vests at a specified percentage and is settled based upon achieving certain performance conditions over a three-year performance period ending on the final day of fiscal year 2025. On January 22, 2026, the Compensation and Human Resources Committee approved the achievement of the 2023-2025 PSUs at 59% of target resulting in the settling on March 2, 2026, of 9,671.870 shares of such PSUs and an additional 1,297.927 shares were issued to the reporting person upon the vesting of the related dividend equivalent rights.

2. In connection with this settlement, 4,838 shares were withheld by Navient (as approved by the Navient Compensation and Human Resources Committee) to satisfy the reporting person's tax withholding obligations.

3. The reporting person's common stock balance reflects the forfeiture of 7,623.080 PSUs from the reporting person's beneficial ownership because the Company failed to meet the threshold performance level established for the PSUs granted for the 2023 - 2025 performance period.

	/s/ Matthew Sheldon (POA) for Stephen M. Hauber	03/04/2026
	** 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).
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FAQ

What did Navient (NAVI) CFO Stephen Hauber report in this Form 4?

Stephen Hauber reported a tax-withholding disposition of 4,838 Navient common shares tied to performance stock unit vesting. These shares were withheld by Navient to cover tax obligations, while additional shares from vested PSUs and dividend equivalents increased his direct ownership balance.

Was the Navient (NAVI) CFO’s share transaction an open-market sale?

No, the reported transaction was not an open-market sale. Navient withheld 4,838 shares from Stephen Hauber to satisfy tax withholding obligations triggered by PSU vesting, a common administrative step in equity compensation rather than a discretionary decision to sell shares in the market.

How many Navient (NAVI) PSUs vested for the CFO for 2023–2025?

PSUs for the 2023–2025 performance period vested at 59% of target, resulting in settlement of 9,671.870 shares. An additional 1,297.927 shares were issued from related dividend equivalent rights, while 7,623.080 PSUs were forfeited because threshold performance levels were not achieved.

What is Stephen Hauber’s Navient (NAVI) share ownership after the transaction?

After the PSU settlement, dividend-equivalent issuance, tax withholding, and PSU forfeiture, Stephen Hauber directly owned 277,502.636 shares of Navient common stock. This balance reflects all related adjustments reported in the Form 4, including vested, forfeited, and withheld shares tied to the performance award.

Why were 4,838 Navient (NAVI) shares withheld from the CFO?

Navient withheld 4,838 shares, as approved by its Compensation and Human Resources Committee, to cover Stephen Hauber’s tax withholding obligations upon settlement of his performance stock units. This is a standard method of satisfying tax liabilities arising from equity compensation vesting events.