Tax share withholding by Navient (NAVI) COO Troy Standish

Rhea-AI Filing Summary

Navient Corporation executive Troy Standish reported a tax-withholding disposition of 1,783 shares of common stock at $8.62 per share. This withholding occurred when previously granted performance stock units vested based on 2023–2025 results and related dividend equivalents were issued.

The compensation committee approved achievement of these performance stock units at 59% of target, leading to settlement of 3,626.73 shares plus 486.693 dividend-equivalent shares. Standish’s balance also reflects the forfeiture of 2,858.481 performance units that did not meet threshold performance and the acquisition of 691.662 share equivalents through the Navient 401(k) Savings Plan.

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^*

STANDISH TROY

(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 & Chief Operating Officer

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		1,783(1)(2)	D	$8.62	198,815.0174(3)	D
Common Stock								15,829.005(4)	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)
				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 3,626.73 shares of such PSUs and an additional 486.693 shares were issued to the reporting person upon the vesting of the related dividend equivalent rights.

2. In connection with this settlement, 1,783 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 2,858.481 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.

4. Between February 9, 2026, and March 2, 2026, the reporting person acquired 691.662 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 March 2, 2026.

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

FAQ

What insider transaction did Navient executive Troy Standish report for JSM investors to note?

Troy Standish reported a tax-withholding disposition of 1,783 Navient common shares at $8.62 per share. The shares were withheld to cover taxes on vested performance stock units and related dividend equivalents, rather than representing an open-market sale or discretionary trading activity.

How many Navient performance stock units vested for Troy Standish relevant to JSM-focused analysis?

Navient settled 3,626.73 performance stock units for Troy Standish, plus 486.693 shares from dividend equivalent rights. These units were granted under the 2014 Omnibus Incentive Plan and vested after the compensation committee approved 2023–2025 performance at 59% of the original target level.

What performance outcome affected Troy Standish’s Navient PSUs of interest to JSM investors?

Navient’s compensation committee approved the 2023–2025 performance stock units at 59% of target. As a result, certain PSUs vested into shares, while 2,858.481 units were forfeited because the company did not meet the threshold performance level established for that PSU grant period.

How did Troy Standish’s Navient 401(k) holdings change in this period for JSM observers?

Between February 9, 2026 and March 2, 2026, Troy Standish acquired 691.662 share equivalents of Navient common stock in the Navient 401(k) Savings Plan. The reported indirect holdings reflect his actual account balance in that plan as of March 2, 2026.

Did Troy Standish’s reported Navient transaction indicate an open-market sale relevant to JSM investors?

The reported disposition was for tax withholding, not an open-market sale. Navient withheld 1,783 shares, as approved by its compensation and human resources committee, solely to satisfy Troy Standish’s tax obligations arising from the settlement of vested performance stock units.