Initial Statement of Beneficial Ownership (Form 3)

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES 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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(Print or Type Responses)

1. Name and Address of Reporting Person * KLANE LARRY A 2. Date of Event Requiring Statement (Month/Day/Year) 10/28/2026 3. Issuer Name and Ticker or Trading Symbol Navient Holdings, Inc. [NAVI] (Last) (First) (Middle) 13865 SUNRISE VALLEY DRIVE 4. Relationship of Reporting Person(s) to Issuer (Check all applicable) __X__ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below) 5. If Amendment, Date Original Filed (Month/Day/Year) (Street) HERNDON, VA 20171 6. Individual or Joint/Group Filing (Check Applicable Line) _X_ Form filed by One Reporting Person ___ Form filed by More than One Reporting Person (City) (State) (Zip) Table I - Non-Derivative Securities Beneficially Owned

1.Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5) Common Stock 7,342 D

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.			SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Phantom Stock Units	(1)	(1)	Common Stock	85,480.8077(2)	(1)	D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
KLANE LARRY A 13865 SUNRISE VALLEY DRIVE HERNDON, VA 20171	X

Signatures

/s/ Matthew Sheldon (POA) for Larry A. Klane		11/09/2026
**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 5(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).
(1)	Each share of phantom stock is the economic equivalent of one share of common stock. The shares of phantom stock will be settled in shares of common stock based on the reporting person's deferral and distribution elections in the Navient Holdings, Inc., Deferred Compensation Plan for Directors.
(2)	The reporting person's phantom stock unit balance includes 4,777.8570 units that were received in respect of, and remain subject to vesting terms applicable to, phantom stock units granted by, and as reported on Form 4 filings with respect to, Navient Corporation, as Navient Holdings, Inc., is the successor to Navient Corporation under the Securities Exchange Act of 1934, as amended.
Remarks: Exhibit 24 - Power of Attorney

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