Sherborne (NYSE: JSM) controls 31.3% of Navient as Edward Bramson becomes CEO

Rhea-AI Filing Summary

Sherborne Investors and related entities updated their ownership disclosure in Navient Corp, reporting beneficial ownership of 29,449,997 common shares, or approximately 31.3% of the company. The change in percentage stems from a decrease in Navient’s outstanding shares, rather than new share purchases or sales by the reporting group.

Navient announced that Edward Bramson, who currently serves as chair of the board, has been appointed President and Chief Executive Officer, effective June 5, 2026. All reporting persons show shared voting and dispositive power over the same block of shares and report no transactions in Navient stock during the past 60 days.

Insights

Corporate governance and activism analyst

Sherborne keeps a 31.3% Navient stake as Edward Bramson becomes CEO.

The filing shows the Sherborne complex, through SSFF and related entities, beneficially owning 29,449,997 Navient shares, about 31.3% of the common stock. That percentage rose only because Navient’s outstanding shares declined, with no reported trades in the last 60 days.

Navient has appointed Edward Bramson, already chair of the board, as President and Chief Executive Officer effective June 5, 2026. Combining the CEO and chair roles concentrates leadership influence in an investor associated with a large, coordinated shareholder group, which can shape strategy and capital allocation, though specific plans are not detailed here.

The absence of recent share transactions suggests Sherborne is maintaining, rather than actively adjusting, its position at this time. Future company filings and communications around and after Bramson’s effective date may provide more insight into any strategic or operational changes tied to this leadership shift.

Key Figures

Beneficial ownership: 29,449,997 shares Ownership percentage: 31.3% Shared voting power: 29,449,997 shares +3 more

6 metrics

Beneficial ownership 29,449,997 shares Navient common stock beneficially owned by Sherborne-related entities

Ownership percentage 31.3% Percent of Navient common stock represented by 29,449,997 shares

Shared voting power 29,449,997 shares Shares over which each reporting person has shared voting power

Shared dispositive power 29,449,997 shares Shares over which each reporting person has shared power to dispose

Date of event 04/16/2026 Date of event requiring this Schedule 13D amendment

CEO effective date June 5, 2026 Effective date of Edward Bramson’s appointment as President and CEO

Key Terms

beneficial owner, Schedule 13D, shared voting power, dispositive power, +1 more

5 terms

beneficial owner financial

"Sherborne Master ... may be deemed the beneficial owner of the 29,449,997 Shares owned by SSFF."

A beneficial owner is the person who ultimately owns or controls a financial asset or property, even if their name isn't directly on official documents. Think of it like someone who secretly holds the keys to a safe deposit box—others may appear to have access, but the true owner is the one who benefits from what's inside. Identifying beneficial owners helps ensure transparency and prevent illegal activities like money laundering or fraud.

Schedule 13D regulatory

"The following constitutes Amendment No. 12 to the filed by the undersigned"

A Schedule 13D is a legal document that investors file with regulators when they buy a large enough stake in a company to potentially influence its management or decisions. It provides details about the investor’s intention, ownership stake, and plans, helping other investors understand who is gaining control and what their motives might be.

shared voting power financial

"Shared power to vote or direct vote: 29,449,997"

Shared voting power occurs when two or more parties jointly have the right to vote or decide how a block of company shares is cast, like co-owners who must agree before moving a piece of furniture. Investors care because who controls voting rights affects board elections, major corporate decisions and takeover outcomes, and shared control can alter regulatory disclosures and the practical influence any holder has over a company’s direction and value.

dispositive power financial

"Shared power to dispose or direct the disposition: 29,449,997"

Dispositive power is the authority to decide the final outcome of an asset, legal claim, contract, or corporate action — in effect the power to dispose of or resolve something. For investors it matters because whoever holds that authority can determine who gets paid, who controls an asset or vote, and how risks and returns are allocated; think of it like holding the key that lets you lock in the winner or loser in a deal.

Definitive Proxy Statement on Schedule 14A regulatory

"as reported in the Issuer's Definitive Proxy Statement on Schedule 14A"

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 12)

NAVIENT CORP

(Name of Issuer)

Common Stock, par value $0.01 per share

(Title of Class of Securities)

63938C108

(CUSIP Number)

EDWARD BRAMSON
SHERBORNE INVESTORS MANAGEMENT LP, 135 East 57th Street
New York, NY, 10022
212-735-1000

STEPHEN WELKER
SHERBORNE INVESTORS MANAGEMENT LP, 135 East 57th Street
New York, NY, 10022
212-735-1000

KENNETH MANTEL, ESQ.
OLSHAN FROME WOLOSKY LLP, 1325 Avenue of the Americas
New York, NY, 10019
212-451-2300

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

04/16/2026

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

schemaVersion:

SCHEDULE 13D

CUSIP Number(s): 63938C108

1

Name of reporting person

Sherborne Investors Management LP

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

AF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 29,449,997.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 29,449,997.00

11

Aggregate amount beneficially owned by each reporting person

29,449,997.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

31.3 %

14

Type of Reporting Person (See Instructions)

PN

SCHEDULE 13D

CUSIP Number(s): 63938C108

1

Name of reporting person

Sherborne Strategic Fund F, LLC

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

WC

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 29,449,997.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 29,449,997.00

11

Aggregate amount beneficially owned by each reporting person

29,449,997.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

31.3 %

14

Type of Reporting Person (See Instructions)

OO

SCHEDULE 13D

CUSIP Number(s): 63938C108

1

Name of reporting person

Sherborne Investors Master GP, LLC

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

AF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 29,449,997.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 29,449,997.00

11

Aggregate amount beneficially owned by each reporting person

29,449,997.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

31.3 %

14

Type of Reporting Person (See Instructions)

OO

SCHEDULE 13D

CUSIP Number(s): 63938C108

1

Name of reporting person

Sherborne Investors LP

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

AF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 29,449,997.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 29,449,997.00

11

Aggregate amount beneficially owned by each reporting person

29,449,997.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

31.3 %

14

Type of Reporting Person (See Instructions)

PN

SCHEDULE 13D

CUSIP Number(s): 63938C108

1

Name of reporting person

Sherborne Investors GP, LLC

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

AF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 29,449,997.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 29,449,997.00

11

Aggregate amount beneficially owned by each reporting person

29,449,997.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

31.3 %

14

Type of Reporting Person (See Instructions)

OO

SCHEDULE 13D

CUSIP Number(s): 63938C108

1

Name of reporting person

Sherborne Investors Management GP, LLC

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

AF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 29,449,997.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 29,449,997.00

11

Aggregate amount beneficially owned by each reporting person

29,449,997.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

31.3 %

14

Type of Reporting Person (See Instructions)

OO

SCHEDULE 13D

CUSIP Number(s): 63938C108

1

Name of reporting person

BRAMSON EDWARD J

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 29,449,997.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 29,449,997.00

11

Aggregate amount beneficially owned by each reporting person

29,449,997.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

31.3 %

14

Type of Reporting Person (See Instructions)

IN

SCHEDULE 13D

CUSIP Number(s): 63938C108

1

Name of reporting person

Welker Stephen

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 29,449,997.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 29,449,997.00

11

Aggregate amount beneficially owned by each reporting person

29,449,997.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

31.3 %

14

Type of Reporting Person (See Instructions)

IN

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Common Stock, par value $0.01 per share
(b)	Name of Issuer: NAVIENT CORP
(c)	Address of Issuer's Principal Executive Offices: 13865 SUNRISE VALLEY DRIVE, HERNDON, VIRGINIA , 20171.
Item 1 Comment: The following constitutes Amendment No. 12 to the Schedule 13D filed by the undersigned ("Amendment No. 12"). This Amendment No. 12 is being filed to reflect a change in beneficial ownership solely as a result of a decrease in the number of outstanding Shares as reported in the Issuer's Definitive Proxy Statement on Schedule 14A, which was filed with the Securities and Exchange Commission on April 16 2026, and not as a result of an acquisition of Shares by the Reporting Persons.
Item 4.	Purpose of Transaction
	Item 4 is hereby amended to add the following: On April 8, 2026, the Issuer announced that it had appointed Edward Bramson as its President and Chief Executive Officer, effective on June 5, 2026. Mr. Bramson currently serves as the Chair of the Board of Directors.
Item 5.	Interest in Securities of the Issuer
(a)	Item 5 is hereby amended and restated to read as follows: A. SSFF As of the date hereof, SSFF beneficially owned 29,449,997 Shares. Percentage: Approximately 31.3% B. Sherborne Master Sherborne Master, as the managing member of SSFF, may be deemed the beneficial owner of the 29,449,997 Shares owned by SSFF. Percentage: Approximately 31.3% C. Sherborne Investors LP Sherborne Investors LP, as the sole member of Sherborne Master, may be deemed the beneficial owner of the 29,449,997 Shares owned by SSFF. Percentage: Approximately 31.3% D. Sherborne Investors Management Sherborne Investors Management, as the investment manager of SSFF, may be deemed the beneficial owner of the 29,449,997 Shares owned by SSFF. Percentage: Approximately 31.3% E. Sherborne GP Sherborne GP, as the general partner of Sherborne Investors LP, may be deemed the beneficial owner of the 29,449,997 Shares owned by SSFF. Percentage: Approximately 31.3% F. Sherborne Management GP Sherborne Management GP, as the general partner of Sherborne Investors Management, may be deemed the beneficial owner of the 29,449,997 Shares owned by SSFF. Percentage: Approximately 31.3% G. Messrs. Bramson and Welker Each of Messrs. Bramson and Welker, as a managing director of each of Sherborne GP and Sherborne Management GP, may be deemed the beneficial owner of the 29,449,997 Shares owned by SSFF. Percentage: Approximately 31.3%
(b)	A. SSFF 1. Sole power to vote or direct vote: 0 2. Shared power to vote or direct vote: 29,449,997 3. Sole power to dispose or direct the disposition: 0 4. Shared power to dispose or direct the disposition: 29,449,997 B. Sherborne Master 1. Sole power to vote or direct vote: 0 2. Shared power to vote or direct vote: 29,449,997 3. Sole power to dispose or direct the disposition: 0 4. Shared power to dispose or direct the disposition: 29,449,997 C. Sherborne Investors LP 1. Sole power to vote or direct vote: 0 2. Shared power to vote or direct vote: 29,449,997 3. Sole power to dispose or direct the disposition: 0 4. Shared power to dispose or direct the disposition: 29,449,997 D. Sherborne Investors Management 1. Sole power to vote or direct vote: 0 2. Shared power to vote or direct vote: 29,449,997 3. Sole power to dispose or direct the disposition: 0 4. Shared power to dispose or direct the disposition: 29,449,997 E. Sherborne GP 1. Sole power to vote or direct vote: 0 2. Shared power to vote or direct vote: 29,449,997 3. Sole power to dispose or direct the disposition: 0 4. Shared power to dispose or direct the disposition: 29,449,997 F. Sherborne Management GP 1. Sole power to vote or direct vote: 0 2. Shared power to vote or direct vote: 29,449,997 3. Sole power to dispose or direct the disposition: 0 4. Shared power to dispose or direct the disposition: 29,449,997 G. Messrs. Bramson and Welker 1. Sole power to vote or direct vote: 0 2. Shared power to vote or direct vote: 29,449,997 3. Sole power to dispose or direct the disposition: 0 4. Shared power to dispose or direct the disposition: 29,449,997
(c)	A. SSFF SSFF has not entered into any transactions in the Shares in the past 60 days. B. Sherborne Master Sherborne Master has not entered into any transactions in the Shares in the past 60 days. C. Sherborne Investors LP Sherborne Investors LP has not entered into any transactions in the Shares in the past 60 days. D. Sherborne Investors Management Sherborne Investors Management has not entered into any transactions in the Shares in the past 60 days. E. Sherborne GP Sherborne GP has not entered into any transactions in the Shares in the past 60 days. F. Sherborne Management GP Sherborne Management GP has not entered into any transactions in the Shares in the past 60 days. G. Messrs. Bramson and Welker Messrs. Bramson and Welker have not entered into any transactions in the Shares in the past 60 days.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Sherborne Investors Management LP

Signature:	/s/ Stephen Welker
Name/Title:	Stephen Welker, Managing Director
Date:	04/17/2026

Sherborne Strategic Fund F, LLC

Signature:	/s/ Stephen Welker
Name/Title:	Stephen Welker, Managing Director
Date:	04/17/2026

Sherborne Investors Master GP, LLC

Signature:	/s/ Stephen Welker
Name/Title:	Stephen Welker, Managing Director
Date:	04/17/2026

Sherborne Investors LP

Signature:	/s/ Stephen Welker
Name/Title:	Stephen Welker, Managing Director
Date:	04/17/2026

Sherborne Investors GP, LLC

Signature:	/s/ Stephen Welker
Name/Title:	Stephen Welker, Managing Director
Date:	04/17/2026

Sherborne Investors Management GP, LLC

Signature:	/s/ Stephen Welker
Name/Title:	Stephen Welker, Managing Director
Date:	04/17/2026

BRAMSON EDWARD J

Signature:	/s/ Edward J Bramson
Name/Title:	Edward J Bramson
Date:	04/17/2026

Welker Stephen

Signature:	/s/ Stephen Welker
Name/Title:	Stephen Welker
Date:	04/17/2026

FAQ

How many Navient (JSM) shares does Sherborne currently beneficially own?

Sherborne-related entities report beneficial ownership of 29,449,997 Navient common shares, equal to about 31.3% of the company’s stock. This stake is held with shared voting and dispositive power across SSFF, Sherborne master and management entities, and principals Edward Bramson and Stephen Welker.

Did Sherborne buy more Navient (JSM) shares to reach a 31.3% stake?

No additional purchases are disclosed. The filing explains the higher 31.3% ownership reflects a decrease in Navient’s outstanding shares, as reported in the company’s Definitive Proxy Statement, rather than new acquisitions by Sherborne over the reported period.

Who is being appointed CEO of Navient (JSM) and when is it effective?

Edward Bramson has been appointed Navient’s President and Chief Executive Officer, effective June 5, 2026. He currently serves as chair of the board, so this move combines the CEO and chair roles under a leader closely linked to the Sherborne investor group.

Have Sherborne entities traded Navient (JSM) stock in the last 60 days?

No. The filing states that SSFF, Sherborne Master, Sherborne Investors LP, Sherborne Investors Management, Sherborne GP, Sherborne Management GP, and Messrs. Bramson and Welker have not entered into any transactions in Navient shares during the past 60 days.

What level of voting control does Sherborne have in Navient (JSM)?

Each reporting person discloses 0 sole voting power and 29,449,997 shares of shared voting power. This means decisions are made collectively over this 31.3% ownership block, giving the group substantial influence on shareholder votes and corporate matters.

Why was this amended Navient (JSM) Schedule 13D filed now?

The amendment reflects a change in beneficial ownership percentage caused by a decline in Navient’s outstanding shares, as shown in its Definitive Proxy Statement. It also updates Item 4 to disclose Edward Bramson’s appointment as President and Chief Executive Officer.