Ownership Submission

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549INITIAL 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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1. Name and Address of Reporting Person * STANDISH TROY 2. Date of Event Requiring Statement (Month/Day/Year) 2024-10-11 3. Issuer Name and Ticker or Trading Symbol NAVIENT CORP [NAVI] (Last) (First) (Middle) 13865 SUNRISE VALLEY DRIVE 4. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below) EVP & Chief Operating Officer / 5. If Amendment, Date Original Filed(Month/Day/Year) (Street) HERNDON VA 20171 6. Individual or Join/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 2. Amount of Securities Beneficially Owned 3. Ownership Form: Direct (D) or Indirect (I) 4. Nature of Indirect Beneficial Ownership

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivate Security	2. Date Exercisable and Expiration Date	3. Title and Amount of Securities Underlying Derivative Security	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)	6. Nature of Indirect Beneficial Ownership
Date Exercisable	Expriation Date	Title	Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address	Relationships
Director	10% Owner	Officer	Other
STANDISH TROY 13865 SUNRISE VALLEY DRIVE HERNDON, VA20171			EVP & Chief Operating Officer

Signatures

/s/ Elizabeth Han (POA) for Troy Standish	2024-10-21
**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)	The reporting person's common stock balance includes grants of restricted stock units (RSUs) and performance stock units (PSUs) under the Navient Corporation 2014 Omnibus Incentive Plan and under the Navient Corporation 2024 Omnibus Incentive Plan, which are classified as "Common Stock," as permitted, since the awards will be settled solely by delivery of shares of Navient common stock. 9,118 RSUs granted in 2022 have or will vest in one-third increments on the first, second and third anniversary of the grant date (February 4, 2022). 5,946 RSUs granted in 2023 have or will vest in one-third increments on the first, second and third anniversary of the grant date (February 6, 2023). 12,507 RSUs granted in 2024 will vest in one-third increments on the first, second and third anniversary of the grant date (February 9, 2024). An additional 7,697 RSUs granted in 2024 will vest in one-third increments on the first, second and third anniversary of the grant date (May 23, 2024).
(2)	10,030 PSUs granted in 2022 will vest and be settled at a specified percentage of the target award based upon the satisfaction of certain performance conditions over a three-year performance period ending on the final day of fiscal year 2024. The performance conditions shall be those approved by the Compensation Committee (the "Committee") in connection with the Company's 2022 Long-Term Incentive Program and are set forth in the form of PSU award agreement applicable to the performance period. 6,147 PSUs granted in 2023 will vest and be settled at a specified percentage of the target award based upon the satisfaction of certain performance conditions over a three-year performance period ending on the final day of fiscal year 2025. The performance conditions to be used shall be those approved by the Committee in connection with the Company's 2023 Long-Term Incentive Program and are set forth in the form of PSU award agreement applicable to the performance period.
(3)	14,741 PSUs granted in 2024 will vest and be settled at a specified percentage of the target award based upon the satisfaction of certain performance conditions over a three-year performance period ending on the final day of fiscal year 2026. The performance conditions to be used shall be those approved by the Committee in connection with the Company's 2024 Long-Term Incentive Program and are set forth in the form of PSU award agreement applicable to the performance period. Each vested PSU will be settled in shares of the Company's common stock. Dividend equivalent rights issued on RSUs are included in the reporting person's common stock holding balance.
(4)	Each share of phantom stock is the economic equivalent of one share of Navient common stock. The shares of phantom stock will be settled in cash or shares of Navient common stock based on the reporting person's deferral and distribution elections in the Navient Corporation Supplemental 401(k) Savings Plan and the Navient Corporation Deferred Compensation Plan for Key Employees.

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