Sherborne Strategic Fund F, LLC - 31 Oct 2024 Form 3 Insider Report for NAVIENT CORP (NAVI)

Footnote F1

This Form 3 is filed jointly by Sherborne Strategic Fund F, LLC ("SSFF"), Sherborne Investors LP ("Sherborne Investors LP"), Sherborne Investors Master GP, LLC ("Sherborne Investors Master"), Sherborne Investors Management LP ("Sherborne Investors Management"), Sherborne Investors GP, LLC ("Sherborne GP"), Sherborne Investors Management GP, LLC ("Sherborne Management GP"), Edward Bramson and Stephen Welker (collectively, the "Reporting Persons").

Footnote F2

Each Reporting Person may be deemed to be a member of a Section 13(d) group that collectively beneficially owns more than 10% of the Issuer's outstanding shares of Common Stock. Each Reporting Person disclaims beneficial ownership of the shares of Common Stock reported herein except to the extent of his or its pecuniary interest therein, and this report shall not be deemed to be an admission that any Reporting Person is the beneficial owner of such shares of Common Stock for purposes of Section 16 or for any other purpose.

Footnote F3

Shares of Common Stock distributed from an affiliate, of which SSFF was a member, in connection with an internal restructuring and without the payment of any consideration.

Footnote F4

Shares of Common Stock directly owned by SSFF. Each of Sherborne Investors LP, as the sole member of Sherborne Investors Master, Sherborne Investors Master, as the managing member of SSFF, Sherborne Investors Management, as the investment manager of SSFF, Sherborne GP, as the general partner of Sherborne Investors LP, Sherborne Management GP, as the general partner of Sherborne Investors Management, and Messrs. Bramson and Welker, as managing directors of each of Sherborne Management GP and Sherborne GP, may be deemed to be the beneficial owner of the shares of Common Stock directly owned by SSFF.