SEC Form 4 · accession 0001593538-26-000030
NAVIENT CORP · NAVI
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
David L. Yowan
Officer — President & CEO · Director
Period of report
Jun 4, 2026
Accepted (ET)
Jun 5, 2026 · 5:01 pm EDT
Rule 10b5-1 plan
box not checked
Issuer CIK
0001593538
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1,F2,F3 | Jun 4, 2026 | A | 36,235 | $0.00 | A | 407,919 | D | |
| Common StockF4 | Jun 4, 2026 | F | 14,676 | $7.77 | D | 393,243 | D | |
| Common StockF5 | Jun 4, 2026 | M | 107,363 | — | A | 500,606 | D | |
| Common StockF6 | Jun 4, 2026 | F | 43,482 | $7.77 | D | 457,124 | D | |
| Common Stock | Jun 4, 2026 | D | 63,881 | $7.77 | D | 393,243 | D | |
| Common StockF7 | Jun 4, 2026 | A | 18,018 | $7.77 | A | 411,261 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Restricted Stock UnitsF5,F8 | — | Jun 4, 2026 | M | 107,363 | D | — | — | Common Stock | 107,363 | 0 | D |
Explanation of responses
- F1This transaction represents performance stock units ("PSUs") awarded under the Navient Corporation 2024 Omnibus Incentive Plan (the "Plan"). Each PSU represents the right to receive one share of Navient Corporation ("Navient") common stock and is settled solely through the delivery of shares of Navient common stock. A specified percentage of the target award vests and settles based on the achievement of performance conditions over a 3-year performance period ending on the final day of 2027. The first tranche (15%) of PSUs reported (23,121.30) vested on an accelerated basis upon the reporting person's satisfaction of the applicable performance and service conditions and an additional 1,035.514 shares were issued to the reporting person upon the vesting of the related dividend equivalent rights ("DERs"). The number of PSUs reported (36,235.221) reflects an above-target payout equal to 150% of the target award (24,156.814 inclusive of DERs) related to the 2025 legacy expense goal.
- F2The reporting person's common stock beneficial ownership balance reflects the forfeiture of PSUs (158,835 PSUs and 19,432.355 DERs), which that were previously voluntarily reported on Form 4, because Navient failed to meet the threshold level established for the PSUs granted for the 2023 - 2025 performance period, as reported in Navient's 2026 Proxy Statement on Form DEF 14A.
- F3DERs (3,548.752) issued on RSUs are included in the reporting person's common stock beneficial ownership balance. Each DER is the economic equivalent of one share of Navient common stock.
- F4In connection with this settlement, 14,676 shares were withheld by Navient (as approved by the Navient Compensation and Human Resources Committee) to satisfy the reporting person's tax withholding obligations.
- F5As previously reported, on July 7, 2025, the reporting person was awarded cash restricted stock units ("Cash RSUs") under the Plan. The Cash RSUs are settled solely in cash and do not represent the right to receive shares of Navient common stock. The Cash RSUs vested in full on June 4, 2026, upon termination of the reporting person's employment by the Company for a reason other than Cause, in accordance with the terms of the applicable award agreement, resulting in payment of the earned amount. Payment is subject to applicable tax withholding obligations. DERs accrue with respect to the Cash RSUs and are payable in cash upon settlement.
- F6In connection with this settlement, 43,482.142 shares were withheld by Navient (as approved by the Navient Compensation and Human Resources Committee) to satisfy the reporting person's tax withholding obligations.
- F7Represents a grant of restricted stock to Mr. Yowan in respect of his role as a non-employee director (effective June 5, 2025) under the Plan. The restrictions lift on a quarterly basis subject to continued active service on the Navient Board of Directors as follows: 25% on the grant date (June 4, 2026); 25% on August 1, 2026; 25% on November 1, 2026; and 25% on February 1, 2027.
- F8DERs accrue on the reporting person's Cash RSUs when and as dividends are paid on Navient common stock and vest along with the Cash RSUs on which they accrued. The reporting person has received 4,602.314 DERs relating to their July 7, 2025, grant of Cash RSUs, all of which vested on June 4, 2026, and are included in the reporting person's common stock holding balance. Each DER converts into one share of Navient common stock on the date of vesting, and the reporting person receives the cash value thereof in lieu of the delivery of stock. Each DER is the economic equivalent of one share of Navient common stock.