NAVI · Navient Corp

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.

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.

Represents phantom stock units acquired pursuant to the terms of the Navient Corporation Deferred Compensation Plan for Directors. Phantom stock units are settled in shares of Navient Corporation common stock, on a one-to-one basis, upon distribution. The Phantom stock units will vest with continued active service on the Navient Board of Directors as follows: 25% will vest on the grant date (June 4, 2026); 25% will vest on August 1, 2026; 25% will vest on November 1, 2026; and 25% will vest on February 1, 2027.

Dividend equivalent rights (4,205.7759 units) accrued on phantom stock units pursuant to the terms of the Navient Corporation Deferred Compensation Plan for Directors are included in the reporting person's holding balance.

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.

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.

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.

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.

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.

Represents a grant of restricted stock to a non-employee director under the Navient Corporation 2024 Omnibus Incentive 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.

Dividend equivalent rights (186.324 units) issued on previously unvested restricted are included in the reporting person's common stock holding balance. Each dividend equivalent right is the economic equivalent of one share of Navient Corporation common stock.

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.

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.

Represents a grant of restricted stock to a non-employee director under the Navient Corporation 2024 Omnibus Incentive 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.

Dividend equivalent rights (186.324 units) issued on previously unvested restricted are included in the reporting person's common stock holding balance. Each dividend equivalent right is the economic equivalent of one share of Navient Corporation common stock.

Represents phantom stock units acquired pursuant to the terms of the Navient Corporation Deferred Compensation Plan for Directors. Phantom stock units are settled in shares of Navient Corporation common stock, on a one-to-one basis, upon distribution. The Phantom stock units will vest with continued active service on the Navient Board of Directors as follows: 25% will vest on the grant date (June 4, 2026); 25% will vest on August 1, 2026; 25% will vest on November 1, 2026; and 25% will vest on February 1, 2027.

Dividend equivalent rights (3,617.0899 units) accrued on phantom stock units pursuant to the terms of the Navient Corporation Deferred Compensation Plan for Directors are included in the reporting person's holding balance.

As previously reported, on May 23, 2024, the reporting person was granted 7,697 RSUs under the Navient Corporation 2024 Omnibus Incentive Plan representing the right to receive shares of Navient Corporation common stock in the future, which vest in one-third increments on each of the first, second and third anniversaries of the grant date. On May 22, 2026, 2,482 shares of such RSUs were settled and an additional 263.033 shares were issued to the reporting person upon the vesting of the related dividend equivalent rights. In connection with this settlement, 1,125 shares were withheld by Navient, as approved by the Navient Compensation and Human Resources Committee, to satisfy the reporting person's tax withholding obligations.

Dividend equivalent rights 2,325.796 issued on RSUs are included in the reporting person's common stock holding balance. Each dividend equivalent right is the economic equivalent of one share of Navient Corporation common stock.

As previously reported, on May 23, 2024, the reporting person was granted 5,020 RSUs under the Navient Corporation 2024 Omnibus Incentive Plan representing the right to receive shares of Navient Corporation common stock in the future, which vest in one-third increments on each of the first, second and third anniversaries of the grant date. On May 22, 2026, 1,673 shares of such RSUs were settled and an additional 175.319 shares were issued to the reporting person upon the vesting of the related dividend equivalent rights. In connection with this settlement, 816 shares were withheld by Navient, as approved by the Navient Compensation and Human Resources Committee, to satisfy the reporting person's tax withholding obligations.

Dividend equivalent rights 3,386.837 issued on RSUs are included in the reporting person's common stock holding balance. Each dividend equivalent right is the economic equivalent of one share of Navient Corporation common stock.

Represents a grant of common stock to the reporting person in the form of RSUs pursuant to the Navient Corporation 2024 Omnibus Incentive Plan. The RSUs will be settled solely by delivery of shares of Navient common stock and vest in one-third increments on each of the first, second and third anniversaries of the grant date.

Represents a grant of common stock to the reporting person in the form of RSUs pursuant to the Navient Corporation 2024 Omnibus Incentive Plan. The RSUs will be settled solely by delivery of shares of Navient common stock and vest in one-third increments on each of the first, second and third anniversaries of the grant date.

Represents performance stock units ("PSUs") awarded to the reporting person under the Navient Corporation 2014 Omnibus Incentive Plan and previously reported on February 6, 2023. Each PSU represents the right to receive one share of Navient Corporation ("Navient") common stock in the future, which target amount vests at a specified percentage and is settled based upon achieving certain performance conditions over a three-year performance period ending on the final day of fiscal year 2025. On January 22, 2026, the Compensation and Human Resources Committee approved the achievement of the 2023-2025 PSUs at 59% of target resulting in the settling on March 2, 2026, of 3,626.73 shares of such PSUs and an additional 486.693 shares were issued to the reporting person upon the vesting of the related dividend equivalent rights.

In connection with this settlement, 1,783 shares were withheld by Navient (as approved by the Navient Compensation and Human Resources Committee) to satisfy the reporting person's tax withholding obligations.

The reporting person's common stock balance reflects the forfeiture of 2,858.481 PSUs from the reporting person's beneficial ownership because the Company failed to meet the threshold performance level established for the PSUs granted for the 2023 - 2025 performance period.

Represents performance stock units ("PSUs") awarded to the reporting person under the Navient Corporation 2014 Omnibus Incentive Plan and previously reported on February 6, 2023. Each PSU represents the right to receive one share of Navient Corporation ("Navient") common stock in the future, which target amount vests at a specified percentage and is settled based upon achieving certain performance conditions over a three-year performance period ending on the final day of fiscal year 2025. On January 22, 2026, the Compensation and Human Resources Committee approved the achievement of the 2023-2025 PSUs at 59% of target resulting in the settling on March 2, 2026, of 9,671.870 shares of such PSUs and an additional 1,297.927 shares were issued to the reporting person upon the vesting of the related dividend equivalent rights.

In connection with this settlement, 4,838 shares were withheld by Navient (as approved by the Navient Compensation and Human Resources Committee) to satisfy the reporting person's tax withholding obligations.

The reporting person's common stock balance reflects the forfeiture of 7,623.080 PSUs from the reporting person's beneficial ownership because the Company failed to meet the threshold performance level established for the PSUs granted for the 2023 - 2025 performance period.

As previously reported, on February 9, 2024, the reporting person was granted 12,507 RSUs under the Navient Corporation 2014 Omnibus Incentive Plan representing the right to receive shares of Navient Corporation common stock in the future, which vest in one-third increments on each of the first, second and third anniversaries of the grant date. On February 9, 2026, 4,031 shares of such RSUs were settled and an additional 383.583 shares were issued to the reporting person upon the vesting of the related dividend equivalent rights. In connection with this settlement, 1,810 shares were withheld by Navient, as approved by the Navient Compensation and Human Resources Committee, to satisfy the reporting person's tax withholding obligations.

As previously reported, on February 9, 2024, the reporting person was granted 18,529 RSUs under the Navient Corporation 2014 Omnibus Incentive Plan representing the right to receive shares of Navient Corporation common stock in the future, which vest in one-third increments on each of the first, second and third anniversaries of the grant date. On February 9, 2026, 6,177 shares of such RSUs were settled and an additional 578.062 shares were issued to the reporting person upon the vesting of the related dividend equivalent rights. In connection with this settlement, 2,979 shares were withheld by Navient, as approved by the Navient Compensation and Human Resources Committee, to satisfy the reporting person's tax withholding obligations.

As previously reported, on February 7, 2025, the reporting person was granted 31,296 RSUs under the Navient Corporation 2024 Omnibus Incentive Plan representing the right to receive shares of Navient Corporation common stock in the future, which vest in one-third increments on each of the first, second and third anniversaries of the grant date. On February 7, 2026, 10,432 shares of such RSUs were settled and an additional 510.898 shares were issued to the reporting person upon the vesting of the related dividend equivalent rights. In connection with this settlement, 5,167 shares were withheld by Navient, as approved by the Navient Compensation and Human Resources Committee, to satisfy the reporting person's tax withholding obligations.

As previously reported, on February 7, 2025, the reporting person was granted 22,091 RSUs under the Navient Corporation 2024 Omnibus Incentive Plan representing the right to receive shares of Navient Corporation common stock in the future, which vest in one-third increments on each of the first, second and third anniversaries of the grant date. On February 7, 2026, 7,106 shares of such RSUs were settled and an additional 357.451 shares were issued to the reporting person upon the vesting of the related dividend equivalent rights. In connection with this settlement, 3,059 shares were withheld by Navient, as approved by the Navient Compensation and Human Resources Committee, to satisfy the reporting person's tax withholding obligations.

As previously reported, on February 6, 2023, the reporting person was granted 15,856 restricted stock units (RSUs) under the Navient Corporation 2014 Omnibus Incentive Plan representing the right to receive shares of Navient Corporation common stock in the future, which vest in one-third increments on each of the first, second and third anniversaries of the grant date. On February 6, 2026, 5,285 shares of such RSUs were settled and an additional 709.68 shares were issued to the reporting person upon the vesting of the related dividend equivalent rights. In connection with this settlement, 2,962 shares were withheld by Navient, as approved by the Navient Compensation and Human Resources Committee, to satisfy the reporting person's tax withholding obligations.

Dividend equivalent rights 4,900.1110 issued on RSUs are included in the reporting person's common stock holding balance. Each dividend equivalent right is the economic equivalent of one share of Navient Corporation common stock.

This filing includes a previously unreported acquisition of common stock under the Navient Corporation Employee Stock Purchase Plan of 462.710 shares, which was inadvertently omitted from prior Form 4's and is being reported at this time upon discovery. The acquisition occurred on July 31, 2024.

As previously reported, on February 6, 2023, the reporting person was granted 5,946 restricted stock units (RSUs) under the Navient Corporation 2014 Omnibus Incentive Plan representing the right to receive shares of Navient Corporation common stock in the future, which vest in one-third increments on each of the first, second and third anniversaries of the grant date. On February 6, 2026, 1,914 shares of such RSUs were settled and an additional 263.354 shares were issued to the reporting person upon the vesting of the related dividend equivalent rights. In connection with this settlement, 893 shares were withheld by Navient, as approved by the Navient Compensation and Human Resources Committee, to satisfy the reporting person's tax withholding obligations.

Dividend equivalent rights 1,039.9460 issued on RSUs are included in the reporting person's common stock holding balance. Each dividend equivalent right is the economic equivalent of one share of Navient Corporation common stock.

As previously reported, on July 3, 2024, the reporting person was granted 110,957 restricted stock units ("RSUs") under the Navient Corporation 2024 Omnibus Incentive Plan (the "Plan") representing the right to receive shares of Navient Corporation ("Navient") common stock in the future, which vest in one-half increments on each of the first and second anniversaries of the grant date. On December 31, 2025, 55,479 shares of such RSUs were settled and an additional 3,963.316 shares were issued to the reporting person upon the vesting of the related dividend equivalent rights. In connection with this settlement, 24,075 shares were withheld by Navient, as approved by the Navient Compensation and Human Resources Committee (the "Committee"), to satisfy the reporting person's tax withholding obligations.

Dividend equivalent rights 9,909.647 issued on RSUs are included in the reporting person's common stock holding balance. Each dividend equivalent right is the economic equivalent of one share of Navient Corporation common stock.

Represents shares withheld to satisfy the reporting person's tax withholding requirements.

Each restricted stock unit (RSU) represents the right to receive cash in an amount equal to the Fair Market Value of a share of Navient common stock as of the vesting date.

Represents a grant of common stock to the reporting person in the form of RSUs pursuant to the Navient Corporation 2024 Omnibus Incentive Plan. The RSUs will be settled by delivery of cash in an amount equal to the Fair Market Value of a share of Navient common stock on the date of vesting.

The RSUs will vest 50% on the first anniversary of the grant date (July 7, 2026) and 50% on the 18-month anniversary of the grant date (January 7, 2027).

As previously reported, on July 3, 2024, the reporting person was granted 110,957 restricted stock units ("RSUs") under the Navient Corporation 2024 Omnibus Incentive Plan (the "Plan") representing the right to receive shares of Navient Corporation ("Navient") common stock in the future, which vest in one-half increments on each of the first and second anniversaries of the grant date. On July 3, 2025, 55,478 shares of such RSUs were settled and an additional 2,547.390 shares were issued to the reporting person upon the vesting of the related dividend equivalent rights. In connection with this settlement, 23,501 shares were withheld by Navient, as approved by the Navient Compensation and Human Resources Committee (the "Committee"), to satisfy the reporting person's tax withholding obligations.

Dividend equivalent rights 10,873.311 issued on RSUs are included in the reporting person's common stock holding balance. Each dividend equivalent right is the economic equivalent of one share of Navient Corporation common stock.

As previously reported, on May 23, 2024, the reporting person was granted 7,697 restricted stock units ("RSUs") under the Navient Corporation 2014 Omnibus Incentive Plan (the "Plan") representing the right to receive shares of Navient Corporation ("Navient") common stock in the future, which vest in one-third increments on each of the first, second and third anniversaries of the grant date. On May 23, 2025, 2,481 shares of such RSUs were settled and an additional 114.565 shares were issued to the reporting person upon the vesting of the related dividend equivalent rights. In connection with this settlement, 1,057 shares were withheld by Navient, as approved by the Navient Compensation and Human Resources Committee (the "Committee"), to satisfy the reporting person's tax withholding obligations.

Dividend equivalent rights 1,024.3927 issued on RSUs are included in the reporting person's common stock holding balance. Each dividend equivalent right is the economic equivalent of one share of Navient Corporation common stock.

As previously reported, on May 23, 2024, the reporting person was granted 5,020 restricted stock units ("RSUs") under the Navient Corporation 2014 Omnibus Incentive Plan (the "Plan") representing the right to receive shares of Navient Corporation ("Navient") common stock in the future, which vest in one-third increments on each of the first, second and third anniversaries of the grant date. On May 23, 2025, 1,673 shares of such RSUs were settled and an additional 75.383 shares were issued to the reporting person upon the vesting of the related dividend equivalent rights. In connection with this settlement, 789 shares were withheld by Navient, as approved by the Navient Compensation and Human Resources Committee (the "Committee"), to satisfy the reporting person's tax withholding obligations.

Dividend equivalent rights 1,611.603 issued on RSUs are included in the reporting person's common stock holding balance. Each dividend equivalent right is the economic equivalent of one share of Navient Corporation common stock.

To correct an erroneous distribution from the Navient Corporation Deferred Compensation Plan for Directors, as reported on the reporting person's January 23, 2025, Form 4, the reporting person has returned 11,231 shares to Navient Corporation, a portion of which (11,059 units) have been credited to the reporting person's holding balance under the Navient Corporation Deferred Compensation Plan for Directors.

Dividend equivalent rights (92.807 units) issued on previously unvested restricted stock are included in the reporting person's common stock holding balance. Each dividend equivalent right is the economic equivalent of one share of Navient Corporation common stock.

To correct an erroneous distribution from the Navient Corporation Deferred Compensation Plan for Directors, as reported on the reporting person's January 23, 2025, Form 4, the reporting person has returned 11,231 shares to Navient Corporation, a portion of which (11,059 units) have been credited to the reporting person's holding balance under the Navient Corporation Deferred Compensation Plan for Directors.

This amendment is filed to correct the number of phantom stock units credited to the reporting person's holding balance under the Navient Corporation Deferred Compensation Plan for Directors.

Dividends (619.3742 units) accrued on phantom stock units pursuant to the terms of the Navient Corporation Deferred Compensation Plan for Directors are included in the reporting person's holding balance.

Represents performance stock units ("PSUs") awarded to the reporting person under the Navient Corporation 2014 Omnibus Incentive Plan and previously reported on February 4, 2022. Each PSU represents the right to receive one share of Navient Corporation ("Navient") common stock in the future, which target amount vests at a specified percentage and is settled based upon achieving certain performance conditions over a three-year performance period ending on the final day of fiscal year 2024. On January 23, 2025, the Compensation and Human Resources Committee approved the achievement of the 2022-2024 PSUs at 46% of target resulting in the settling on March 3, 2025, of 10,009.140 shares of such PSUs and an additional 1,277.255 shares were issued to the reporting person upon the vesting of the related dividend equivalent rights.

In connection with this settlement, 4,978 shares were withheld by Navient (as approved by the Navient Compensation and Human Resources Committee) to satisfy the reporting person's tax withholding obligations.

The reporting person's common stock balance reflects the forfeiture of 13,249.246 PSUs from the reporting person's beneficial ownership because the Company failed to meet the threshold performance level established for the PSUs granted for the 2022 - 2024 performance period.

Represents performance stock units ("PSUs") awarded to the reporting person under the Navient Corporation 2014 Omnibus Incentive Plan and previously reported on February 4, 2022. Each PSU represents the right to receive one share of Navient Corporation ("Navient") common stock in the future, which target amount vests at a specified percentage and is settled based upon achieving certain performance conditions over a three-year performance period ending on the final day of fiscal year 2024. On January 23, 2025, the Compensation and Human Resources Committee approved the achievement of the 2022-2024 PSUs at 46% of target resulting in the settling on March 3, 2025, of 14,268.280 shares of such PSUs and an additional 1,820.760 shares were issued to the reporting person upon the vesting of the related dividend equivalent rights.

In connection with this settlement, 7,096 shares were withheld by Navient (as approved by the Navient Compensation and Human Resources Committee) to satisfy the reporting person's tax withholding obligations.

The reporting person's common stock balance reflects the forfeiture of 18,887.133 PSUs from the reporting person's beneficial ownership because the Company failed to meet the threshold performance level established for the PSUs granted for the 2022 - 2024 performance period.

Represents performance stock units ("PSUs") awarded to the reporting person under the Navient Corporation 2014 Omnibus Incentive Plan and previously reported on February 4, 2022. Each PSU represents the right to receive one share of Navient Corporation ("Navient") common stock in the future, which target amount vests at a specified percentage and is settled based upon achieving certain performance conditions over a three-year performance period ending on the final day of fiscal year 2024. On January 23, 2025, the Compensation and Human Resources Committee approved the achievement of the 2022-2024 PSUs at 46% of target resulting in the settling on March 3, 2025, of 4,613.800 shares of such PSUs and an additional 588.762 shares were issued to the reporting person upon the vesting of the related dividend equivalent rights.

In connection with this settlement, 2,258 shares were withheld by Navient (as approved by the Navient Compensation and Human Resources Committee) to satisfy the reporting person's tax withholding obligations.

The reporting person's common stock balance reflects the forfeiture of 6,107.356 PSUs from the reporting person's beneficial ownership because the Company failed to meet the threshold performance level established for the PSUs granted for the 2022 - 2024 performance period.

Represents performance stock units ("PSUs") awarded to the reporting person under the Navient Corporation 2014 Omnibus Incentive Plan and previously reported as of February 4, 2022. Each PSU represents the right to receive one share of Navient Corporation ("Navient") common stock in the future, which target amount vests at a specified percentage and is settled based upon achieving certain performance conditions over a three-year performance period ending on the final day of fiscal year 2024. On January 23, 2025, the Compensation and Human Resources Committee approved the achievement of the 2022-2024 PSUs at 46% of target resulting in the settling on March 3, 2025, of 2,839.120 shares of such PSUs and an additional 362.297 shares were issued to the reporting person upon the vesting of the related dividend equivalent rights.

In connection with this settlement, 1,146 shares were withheld by Navient (as approved by the Navient Compensation and Human Resources Committee) to satisfy the reporting person's tax withholding obligations.

The reporting person's common stock balance reflects the forfeiture of 3,758.186 PSUs from the reporting person's beneficial ownership because the Company failed to meet the threshold performance level established for the PSUs granted for the 2022 - 2024 performance period.

As previously reported, on February 9, 2024, the reporting person was granted 12,507 RSUs under the Plan representing the right to receive shares of Navient common stock in the future, which vest in one-third increments on each of the first, second and third anniversaries of the grant date. On February 9, 2025, 4,031 shares of such RSUs were settled and an additional 177.477 shares were issued to the reporting person upon the vesting of the related dividend equivalent rights. In connection with this settlement, 1,713 shares were withheld by Navient, as approved by the Committee, to satisfy the reporting person's tax withholding obligations.

As previously reported, on February 9, 2024, the reporting person was granted 38,604 RSUs under the Plan representing the right to receive shares of Navient common stock in the future, which vest in one-third increments on each of the first, second and third anniversaries of the grant date. On February 9, 2025, 12,868 shares of such RSUs were settled and an additional 548.353 shares were issued to the reporting person upon the vesting of the related dividend equivalent rights. In connection with this settlement, 5,917 shares were withheld by Navient, as approved by the Committee, to satisfy the reporting person's tax withholding obligations.

As previously reported, on February 9, 2024, the reporting person was granted 18,529 RSUs under the Plan representing the right to receive shares of Navient common stock in the future, which vest in one-third increments on each of the first, second and third anniversaries of the grant date. On February 9, 2025, 6,176 shares of such RSUs were settled and an additional 262.652 shares were issued to the reporting person upon the vesting of the related dividend equivalent rights. In connection with this settlement, 2,840 shares were withheld by Navient, as approved by the Committee, to satisfy the reporting person's tax withholding obligations.

RSUs Represents a grant of common stock to the reporting person in the form of RSUs pursuant to the Navient Corporation 2024 Omnibus Incentive Plan. The RSUs will be settled solely by delivery of shares of Navient common stock and vest in one-third increments on each of the first, second and third anniversaries of the grant date.

Represents a grant of common stock to the reporting person in the form of performance stock units ("PSUs") to be settled solely by delivery of shares of Navient common stock. A specified percentage of this target award will vest and be settled based upon the satisfaction of certain performance conditions over a three-year performance period ending on the final day of fiscal year 2027. The performance conditions shall be approved by the Committee in connection with Navient's 2025 Long-Term Incentive Program and shall be set forth in the form of PSU award agreement approved by the Committee.

Represents a grant of common stock to the reporting person in the form of performance stock units ("PSUs") to be settled solely by delivery of shares of Navient common stock. A specified percentage of this target award will vest and be settled based upon the satisfaction of certain performance conditions over a three-year performance period ending on the final day of fiscal year 2027. The performance conditions shall be approved by the Committee in connection with Navient's 2025 Long-Term Incentive Program and shall be set forth in the form of PSU award agreement approved by the Committee.

Represents a grant of common stock to the reporting person in the form of RSUs pursuant to the Navient Corporation 2024 Omnibus Incentive Plan. The RSUs will be settled solely by delivery of shares of Navient common stock and vest in one-third increments on each of the first, second and third anniversaries of the grant date.

Represents phantom stock units acquired pursuant to the terms of the Navient Corporation Deferred Compensation Plan for Directors. Phantom stock units are settled in shares of Navient Corporation common stock, on a one-to-one basis, upon distribution. The phantom stock units will vest with continued active service on the Navient Board of Directors as follows: 25% will vest on the grant date (Feb 7, 2025); 25% will vest on May 1, 2025; 25% will vest on August 1, 2025; and 25% will vest on November 1, 2025.

Dividends 4,699.4423 units accrued on phantom stock units pursuant to the terms of the Navient Corporation Deferred Compensation Plan for Directors are included in the reporting person's holding balance.

Represents phantom stock units acquired pursuant to the terms of the Navient Corporation Deferred Compensation Plan for Directors. Phantom stock units are settled in shares of Navient Corporation common stock, on a one-to-one basis, upon distribution. The phantom stock units will vest with continued active service on the Navient Board of Directors as follows: 25% will vest on the grant date (Feb 7, 2025); 25% will vest on May 1, 2025; 25% will vest on August 1, 2025; and 25% will vest on November 1, 2025.

Dividends 2,040.2991 units accrued on phantom stock units pursuant to the terms of the Navient Corporation Deferred Compensation Plan for Directors are included in the reporting person's holding balance.

Represents a grant of restricted stock to a non-employee director under the Navient Corporation 2024 Omnibus Incentive 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 (Feb 7, 2025); 25% on May 1, 2025; 25% on August 1, 2025; and 25% on November 1, 2025.

Dividend equivalent rights 132.932 units issued on previously unvested restricted are included in the reporting person's common stock holding balance. Each dividend equivalent right is the economic equivalent of one share of Navient Corporation common stock.

Represents a grant of restricted stock to a non-employee director under the Navient Corporation 2024 Omnibus Incentive 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 (Feb 7, 2025); 25% on May 1, 2025; 25% on August 1, 2025; and 25% on November 1, 2025.

Dividend equivalent rights 351.686 units issued on previously unvested restricted are included in the reporting person's common stock holding balance. Each dividend equivalent right is the economic equivalent of one share of Navient Corporation common stock.

Includes 6,151.7286 shares acquired pursuant to a dividend reinvestment plan exempt from reporting pursuant to Rule 16a-11.

Represents a grant of restricted stock to a non-employee director under the Navient Corporation 2024 Omnibus Incentive 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 (Feb 7, 2025); 25% on May 1, 2025; 25% on August 1, 2025; and 25% on November 1, 2025.

Represents a grant of common stock to the reporting person in the form of RSUs pursuant to the Navient Corporation 2024 Omnibus Incentive Plan. The RSUs will be settled solely by delivery of shares of Navient common stock and vest in one-third increments on each of the first, second and third anniversaries of the grant date.

Represents a grant of restricted stock to a non-employee director under the Navient Corporation 2024 Omnibus Incentive 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 (Feb 7, 2025); 25% on May 1, 2025; 25% on August 1, 2025; and 25% on November 1, 2025.

Dividend equivalent rights 132.932 units issued on previously unvested restricted are included in the reporting person's common stock holding balance. Each dividend equivalent right is the economic equivalent of one share of Navient Corporation common stock.

Represents a grant of common stock to the reporting person in the form of performance stock units ("PSUs") to be settled solely by delivery of shares of Navient common stock. A specified percentage of this target award will vest and be settled based upon the satisfaction of certain performance conditions over a three-year performance period ending on the final day of fiscal year 2027. The performance conditions shall be approved by the Committee in connection with Navient's 2025 Long-Term Incentive Program and shall be set forth in the form of PSU award agreement approved by the Committee.