Sec Form 4 Filing - KANE JOHN M @ NAVIENT CORP - 2023-02-04

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person KANE JOHN M 2. Issuer Name and Ticker or Trading Symbol NAVIENT CORP [ NAVI] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) EVP & Group President (Last) (First) (Middle) 123 S. JUSTISON STREET, SUITE 300 3. Date of Earliest Transaction (MM/DD/YY) 02/04/2023 (Street) WILMINGTON, DE19801 4. If Amendment, Date Original Filed (MM/DD/YY) 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 (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 02/04/2023 F 4,711 ( 1 ) D $ 18.92 602,591.8489 D Common Stock 02/04/2023 F 3,889 ( 2 ) D $ 18.92 598,702.8489 D Common Stock 02/06/2023 A 29,069 ( 3 ) A $ 0 627,771.8489 D Common Stock 02/06/2023 A 30,054 ( 4 ) A $ 0 657,825.8489 D Common Stock 02/06/2023 F 6,270 ( 5 ) D $ 18.92 651,555.0017 ( 6 ) D Common Stock 8,006.4281 ( 7 ) I By 401(k)

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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 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

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other KANE JOHN M 123 S. JUSTISON STREET SUITE 300 WILMINGTON, DE19801 EVP & Group President Signatures /s/ Elizabeth Han (POA) for John M. Kane 02/07/2023 Signature of Reporting Person Date

Explanation of Responses:

( 1 )As previously reported, on February 4, 2021, the reporting person was granted 40,650 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 February 4, 2023, 13,550 shares of such RSUs were settled and an additional 1,077 shares were issued to the reporting person upon the vesting of the related dividend equivalent rights. In connection with this settlement, 4,711 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. ( 2 )As previously reported, on February 4, 2022, the reporting person was granted 34,736 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 4, 2023, 11,578 shares of such RSUs were settled and an additional 496 shares were issued to the reporting person upon the vesting of the related dividend equivalent rights. In connection with this settlement, 3,889 shares were withheld by Navient, as approved by the Committee, to satisfy the reporting person's tax withholding obligations. ( 3 )Represents a grant of common stock to the reporting person in the form of restricted stock units pursuant to the 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. ( 4 )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 the Company's 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 2025. The performance conditions shall be approved by the Committee in connection with the Company's 2023 Long-Term Incentive Program and shall be set forth in the form of PSU award agreement approved by the Committee. ( 5 )As previously reported, on February 6, 2020, the reporting person was granted 35,460 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 6, 2023, 11,820 shares of such RSUs were settled and an additional 2,042.8472 shares were issued to the reporting person upon the vesting of the related dividend equivalent rights. In connection with this settlement, 6,270 shares were withheld by Navient, as approved by the Committee, to satisfy the reporting person's tax withholding obligations. ( 6 )Reflects the disposition of 0.8472 shares settled in cash upon the delivery of the related dividend equivalent rights, in accordance with the terms of the Plan. ( 7 )Between January 3, 2023, and February 6, 2023, the reporting person acquired 44.9211 share equivalents of Navient common stock under the Navient 401(k) Savings Plan. The information in this report is based on the reporting person's actual account balance as of February 6, 2023.

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