Statement of Changes in Beneficial Ownership (Form 4)

FORM 4 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 that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN 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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1. Name and Address of Reporting Person * YOWAN DAVID L. 2. Issuer Name and Ticker or Trading Symbol NAVIENT CORP [NAVI] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) __X__ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) President & CEO (Last) (First) (Middle) 13865 SUNRISE VALLEY DRIVE 3. Date of Earliest Transaction (Month/Day/Year) 06/04/2026 (Street) HERNDON, VA 20171 4. If Amendment, Date 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 (City) (State) (Zip) 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 06/04/2026 A 36,235.221(1) A $ 0 407,919.051(2)(3) D Common Stock 06/04/2026 F 14,676(4) D $7.77 393,243.051 D Common Stock 06/04/2026 M 107,363.314 A (5) 500,606.365 D Common Stock 06/04/2026 F 43,482.142(6) D $7.77 457,124.223 D Common Stock 06/04/2026 D 63,881.172 D $7.77 393,243.051 D Common Stock 06/04/2026 A 18,018(7) A $7.77 411,261.051 D

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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 Underlying Securities (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 of Derivative Security: 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

Restricted Stock Units

(5)

06/04/2026

M

107,363.314

(5)

(5)

Common Stock

107,363.314(8)

(5)

0

D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
YOWAN DAVID L. 13865 SUNRISE VALLEY DRIVE HERNDON, VA 20171	X		President & CEO

Signatures

/s/ Matthew Sheldon (POA) for David Yowan		06/05/2026
**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(1)	This 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.
(2)	The 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.
(3)	DERs (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.
(4)	In 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.
(5)	As 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.
(6)	In 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.
(7)	Represents 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.
(8)	DERs 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.

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