Stephen M. Hauber - Feb 9, 2024 Form 4 Insider Report for NAVIENT CORP (NAVI)

Role: EVP, Chief Risk&Compliance Off
Signature: /s/ Elizabeth Han (POA) for Stephen M. Hauber
Stock symbol: NAVI
Transactions as of: Feb 9, 2024
Transactions value $: $0
Form type: 4
Date filed: 2/13/2024, 05:50 PM
Previous filing: Feb 8, 2024
Next filing: Mar 1, 2024

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	NAVI	Common Stock	Award	$0	+18.5K	+8.05%	$0.00	249K	Feb 9, 2024	Direct	F1
transaction	NAVI	Common Stock	Award	$0	+21K	+8.46%	$0.00	270K	Feb 9, 2024	Direct	F2

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	Represents a grant of common stock to the reporting person in the form of restricted stock units ("RSUs") pursuant to the Navient Corporation 2014 Omnibus Incentive Plan (the "Plan"). The RSUs will be settled solely by delivery of shares of Navient Corporation ("Navient") common stock and vest in one-third increments on each of the first, second and third anniversaries of the grant date.
F2	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 2026. The performance conditions shall be approved by the Navient Compensation and Human Resources Committee (the "Committee") in connection with Navient's 2024 Long-Term Incentive Program and shall be set forth in the form of PSU award agreement approved by the Committee.

Content

Represents a grant of common stock to the reporting person in the form of restricted stock units ("RSUs") pursuant to the Navient Corporation 2014 Omnibus Incentive Plan (the "Plan"). The RSUs will be settled solely by delivery of shares of Navient Corporation ("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 2026. The performance conditions shall be approved by the Navient Compensation and Human Resources Committee (the "Committee") in connection with Navient's 2024 Long-Term Incentive Program and shall be set forth in the form of PSU award agreement approved by the Committee.