HELEEN MARK L

SEC source: 0001127602-24-014305 · form4.xml · nonDerivative · entry 1

HELEEN MARK L · CIK 0001451729 · EVP, CLO & Secretary

10b5-1 filing: Plan reported

Ownership: Direct

Disclosed balance after: 393,611.4226

F1 · kind: The transaction reported on this Form 4 was effected pursuant to a Rule 10b5-1 trading plan entered into by the reporting person on August 9, 2023.

SEC source: 0001127602-24-007874 · form4.xml · nonDerivative · entry 1

HELEEN MARK L · CIK 0001451729 · EVP, CLO & Secretary

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 403,611.4226

F1 · shares: Represents performance stock units ("PSUs") awarded to the reporting person under the Navient Corporation 2014 Omnibus Incentive Plan and previously reported on February 4, 2021. 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 2023. On January 26, 2024, the Compensation and Human Resources Committee approved the achievement of the 2021-2023 PSUs at 46.36% of target resulting in the settling on February 28, 2024, of 14.683.1392 shares of such PSUs and an additional 1,754.4984 shares were issued to the reporting person upon the vesting of the related dividend equivalent rights.

F2 · shares: In connection with this settlement, 7,414 shares were withheld by Navient (as approved by the Navient Compensation and Human Resources Committee) to satisfy the reporting person's tax withholding obligations.

F3 · balance_after: Reflects the disposition of 0.6376 shares settled in cash upon the delivery of the related dividend equivalent rights, in accordance with the terms of the 2014 Navient Corporation Omnibus Incentive Plan.

F4 · balance_after: The reporting person's common stock balance reflects the forfeiture of 19,018.8715 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 2021 - 2023 performance period.

SEC source: 0001127602-24-004783 · form4.xml · nonDerivative · entry 3

HELEEN MARK L · CIK 0001451729 · EVP, CLO & Secretary

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 430,044.9317

F3 · shares: 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.

SEC source: 0001127602-24-004783 · form4.xml · nonDerivative · entry 2

HELEEN MARK L · CIK 0001451729 · EVP, CLO & Secretary

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 400,241.9317

F2 · shares: 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.

SEC source: 0001127602-24-004036 · form4.xml · nonDerivative · entry 1

HELEEN MARK L · CIK 0001451729 · EVP, CLO & Secretary

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 373,991.9317

F1 · shares: As previously reported, on February 6, 2023, the reporting person was granted 21,540 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 6, 2024, 7,180 shares of such RSUs were settled and an additional 268 shares were issued to the reporting person upon the vesting of the related dividend equivalent rights. In connection with this settlement, 3,110 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.

SEC source: 0001127602-24-003406 · form4.xml · nonDerivative · entry 3

HELEEN MARK L · CIK 0001451729 · EVP, CLO & Secretary

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 377,101.9317

F4 · shares: As previously reported, on February 4, 2022, the reporting person was granted 27,216 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, 2024, 8,688 shares of such RSUs were settled and an additional 708 shares were issued to the reporting person upon the vesting of the related dividend equivalent rights. In connection with this settlement, 3,924 shares were withheld by Navient, as approved by the Committee, to satisfy the reporting person's tax withholding obligations.

SEC source: 0001127602-24-003406 · form4.xml · nonDerivative · entry 2

HELEEN MARK L · CIK 0001451729 · EVP, CLO & Secretary

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 381,025.9317

F2 · shares: As previously reported, on February 4, 2021, the reporting person was granted 30,487 restricted stock unit ("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, 2024, 9,731 shares of such RSUs were settled and an additional 1,167.2001 shares were issued to the reporting person upon the vesting of the related dividend equivalent rights. In connection with this settlement, 4,551 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.

F3 · balance_after: Reflects the disposition of 0.2001 shares settled in cash upon the delivery of the related dividend equivalent rights, in accordance with the terms of the Plan.

SEC source: 0001127602-24-003120 · form4.xml · nonDerivative · entry 1

HELEEN MARK L · CIK 0001451729 · EVP, CLO & Secretary

10b5-1 filing: Plan reported

Ownership: Direct

Disclosed balance after: 385,577.1318

F1 · kind: The transaction reported on this Form 4 was effected pursuant to a Rule 10b5-1 trading plan entered into by the reporting person on August 9, 2023.

F2 · price: Represents the weighted average price per share of stock sold by the reporting person between $17.01 and $17.28. The reporting person undertakes to provide to Navient Corporation, any security holder of Navient Corporation or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price.

SEC source: 0001127602-23-029870 · form4.xml · nonDerivative · entry 1

HELEEN MARK L · CIK 0001451729 · EVP, CLO & Secretary

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 395,577.1318

F1 · shares: Represents shares withheld to satisfy the reporting person's tax withholding requirements.

F2 · balance_after: Dividend equivalent rights (1,196.9365) issued on restricted stock units and performance stock units are included in the reporting person's common stock holding balance.

SEC source: 0001127602-23-027018 · form4.xml · nonDerivative · entry 1

HELEEN MARK L · CIK 0001451729 · EVP, CLO & Secretary

10b5-1 filing: Plan reported

Ownership: Direct

Disclosed balance after: 395,330.1953

F1 · kind: The transaction reported on this Form 4 was effected pursuant to a Rule 10b5-1 trading plan entered into by the reporting person on August 9, 2023.

F2 · price: Represents the weighted average price per share of stock sold by the reporting person between $16.90 and $17.06. The reporting person undertakes to provide to Navient Corporation, any security holder of Navient Corporation or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price.

F3 · balance_after: Dividend equivalent rights (1,274.5650 units) issued on restricted stock units and performance stock units are included in the reporting person's common stock holding balance.

SEC source: 0001127602-23-021850 · form4.xml · nonDerivative · entry 1

HELEEN MARK L · CIK 0001451729 · EVP, CLO & Secretary

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 404,055.6303

F1 · price: Represents the weighted average price per share of stock sold by the reporting person between $18.91 and $19.14. The reporting person undertakes to provide to Navient Corporation, any security holder of Navient Corporation or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price.

F2 · balance_after: Dividend equivalent rights (2,703.55 units) issued on restricted stock units and performance stock units are included in the reporting person's common stock holding balance.

SEC source: 0001127602-23-008463 · form4.xml · nonDerivative · entry 1

HELEEN MARK L · CIK 0001451729 · EVP, CLO & Secretary

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 421,352.0762

F1 · shares: Represents performance stock units ("PSUs") awarded to the reporting person under the Navient Corporation 2014 Omnibus Incentive Plan and previously reported on February 6, 2020. 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 2022. On January 27, 2023, the Compensation and Human Resources Committee approved the achievement of the 2020-2022 PSUs at 115% of target resulting in the settling on February 28, 2023, of 30,584.2500 shares of such PSUs and an additional 5,283.4459 shares were issued to the reporting person upon the vesting of the related dividend equivalent rights.

F2 · shares: In connection with this settlement, 16,177 shares were withheld by Navient (as approved by the Navient Compensation and Human Resources Committee) to satisfy the reporting person's tax withholding obligations.

F3 · balance_after: Reflects the disposition of 0.6959 shares settled in cash upon the delivery of the related dividend equivalent rights, in accordance with the terms of the 2014 Navient Corporation Omnibus Incentive Plan.

SEC source: 0001127602-23-003894 · form4.xml · nonDerivative · entry 5

HELEEN MARK L · CIK 0001451729 · EVP, CLO & Secretary

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 432,851.377

F5 · shares: As previously reported, on February 6, 2020, the reporting person was granted 26,595 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, 8,489 shares of such RSUs were settled and an additional 1,466.6401 shares were issued to the reporting person upon the vesting of the related dividend equivalent rights. In connection with this settlement, 3,085 shares were withheld by Navient, as approved by the Committee, to satisfy the reporting person's tax withholding obligations.

F6 · balance_after: Reflects the disposition of 0.6401 shares settled in cash upon the delivery of the related dividend equivalent rights, in accordance with the terms of the Plan.

SEC source: 0001127602-23-003894 · form4.xml · nonDerivative · entry 4

HELEEN MARK L · CIK 0001451729 · EVP, CLO & Secretary

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 435,937.0171

F4 · shares: 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.

SEC source: 0001127602-23-003894 · form4.xml · nonDerivative · entry 3

HELEEN MARK L · CIK 0001451729 · EVP, CLO & Secretary

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 412,713.0171

F3 · shares: 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.

SEC source: 0001127602-23-003894 · form4.xml · nonDerivative · entry 2

HELEEN MARK L · CIK 0001451729 · EVP, CLO & Secretary

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 390,250.0171

F2 · shares: As previously reported, on February 4, 2022, the reporting person was granted 27,216 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, 8,688 shares of such RSUs were settled and an additional 373 shares were issued to the reporting person upon the vesting of the related dividend equivalent rights. In connection with this settlement, 2,515 shares were withheld by Navient, as approved by the Committee, to satisfy the reporting person's tax withholding obligations.

SEC source: 0001127602-23-003894 · form4.xml · nonDerivative · entry 1

HELEEN MARK L · CIK 0001451729 · EVP, CLO & Secretary

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 392,765.0171

F1 · shares: As previously reported, on February 4, 2021, the reporting person was granted 30,487 restricted stock unit ("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, 9,732 shares of such RSUs were settled and an additional 777 shares were issued to the reporting person upon the vesting of the related dividend equivalent rights. In connection with this settlement, 2,917 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.

SEC source: 0001127602-23-002908 · form4.xml · derivative · entry 4

HELEEN MARK L · CIK 0001451729 · EVP, CLO & Secretary

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 0

Underlying: Common Stock · 86,872 shares

Expires 2023-02-05

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

SEC source: 0001127602-23-002908 · form4.xml · nonDerivative · entry 2

HELEEN MARK L · CIK 0001451729 · EVP, CLO & Secretary

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 395,682.0171

SEC source: 0001127602-23-002908 · form4.xml · nonDerivative · entry 1

HELEEN MARK L · CIK 0001451729 · EVP, CLO & Secretary

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 466,157.0171

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F1 · balance_after: Dividend equivalent rights (1,489.7482 units) issued on restricted stock units and performance stock units and 26 shares withheld to satisfy the reporting person's various tax withholding requirements are included in the reporting person's common stock holding balance.

SEC source: 0001127602-22-027040 · form4.xml · nonDerivative · entry 1

HELEEN MARK L · CIK 0001451729 · EVP, CLO & Secretary

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 377,821.2689

F1 · shares: Represents shares withheld to satisfy the reporting person's various tax withholding requirements.

F2 · balance_after: Dividend equivalent rights (4,923.0125 units) issued on restricted stock units and performance stock units are included in the reporting person's common stock holding balance.

SEC source: 0001127602-22-007985 · form4.xml · nonDerivative · entry 1

HELEEN MARK L · CIK 0001451729 · EVP, CLO & Secretary

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 374,073.2564

F1 · shares: Represents performance stock units ("PSUs") awarded to the reporting person under the Navient Corporation 2014 Omnibus Incentive Plan and previously reported on February 5, 2019. 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 2021. On January 27, 2022, the Compensation and Human Resources Committee approved the achievement of the 2019-2021 PSUs at 119% of target resulting in the settling on March 1, 2022, of 39,007.0100 shares of such PSUs and an additional 7,046.5693 shares were issued to the reporting person upon the vesting of the related dividend equivalent rights. In connection with this settlement, 21,581 shares were withheld by Navient (as approved by the Navient Compensation and Human Resources Committee) to satisfy the reporting person's tax withholding obligations.

F2 · balance_after: Reflects the disposition of 0.5793 shares settled in cash upon the delivery of the related dividend equivalent rights, in accordance with the terms of the 2014 Navient Corporation Omnibus Incentive Plan.

SEC source: 0001127602-22-003747 · form4.xml · nonDerivative · entry 5

HELEEN MARK L · CIK 0001451729 · EVP, CLO & Secretary

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 388,301.7432

F7 · shares: As previously reported, on February 6, 2020, the reporting person was granted 26,595 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, 2022, 8,489 shares of such RSUs were settled and an additional 1,057 shares were issued to the reporting person upon the vesting of the related dividend equivalent rights. In connection with this settlement, 2,818 shares were withheld by Navient, as approved by the Committee, to satisfy the reporting person's tax withholding obligations.

SEC source: 0001127602-22-003747 · form4.xml · nonDerivative · entry 4

HELEEN MARK L · CIK 0001451729 · EVP, CLO & Secretary

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 391,119.7432

F5 · shares: As previously reported, on February 5, 2019, the reporting person was granted 32,779 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 5, 2022, 10,463 shares of such RSUs were settled and an additional 1,896.9558 shares were issued to the reporting person upon the vesting of the related dividend equivalent rights. In connection with this settlement, 3,648 shares were withheld by Navient, as approved by the Committee, to satisfy the reporting person's tax withholding obligations.

F6 · balance_after: Reflects the disposition of 0.9558 shares settled in cash upon the delivery of the related dividend equivalent rights, in accordance with the terms of the Plan.

SEC source: 0001127602-22-003747 · form4.xml · nonDerivative · entry 3

HELEEN MARK L · CIK 0001451729 · EVP, CLO & Secretary

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 394,768.699

F4 · shares: As previously reported, on February 4, 2021, the reporting person was granted 30,487 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, 2022, 9,732 shares of such RSUs were settled and an additional 344 shares were issued to the reporting person upon the vesting of the related dividend equivalent rights. In connection with this settlement, 2,974 shares were withheld by Navient, as approved by the Committee, to satisfy the reporting person's tax withholding obligations.

SEC source: 0001127602-22-003747 · form4.xml · nonDerivative · entry 2

HELEEN MARK L · CIK 0001451729 · EVP, CLO & Secretary

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 397,742.699

F3 · shares: 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. Upon vesting, 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 2024. The performance conditions shall be approved by the Committee in connection with the Company's 2022 Long-Term Incentive Program and shall be set forth in the form of PSU award agreement approved by the Navient Compensation and Personnel Committee (the "Committee").

SEC source: 0001127602-22-003747 · form4.xml · nonDerivative · entry 1

HELEEN MARK L · CIK 0001451729 · EVP, CLO & Secretary

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 367,804.699

F1 · shares: 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 · balance_after: Dividend equivalent rights (1,225.7349) issued on RSUs and PSUs are included in the reporting person's common stock holding balance. Each dividend equivalent right is the economic equivalent of one share of Navient common stock.

SEC source: 0001127602-22-001154 · form4.xml · nonDerivative · entry 1

HELEEN MARK L · CIK 0001451729 · EVP, CLO & Secretary

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 339,362.9641

F1 · shares: Represents shares withheld to satisfy the reporting person's tax withholding requirements.

F2 · balance_after: Dividend equivalent rights (2,505.6428 units) issued on restricted stock units and performance stock units are included in the reporting person's common stock holding balance.

SEC source: 0001127602-21-018609 · form4.xml · derivative · entry 4

HELEEN MARK L · CIK 0001451729 · EVP, CLO & Secretary

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 0

Underlying: Common Stock · 55,762 shares

Expires 2022-02-06

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

SEC source: 0001127602-21-018609 · form4.xml · nonDerivative · entry 2

HELEEN MARK L · CIK 0001451729 · EVP, CLO & Secretary

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 338,185.3213

SEC source: 0001127602-21-018609 · form4.xml · nonDerivative · entry 1

HELEEN MARK L · CIK 0001451729 · EVP, CLO & Secretary

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 389,575.3213

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

SEC source: 0001127602-21-009416 · form4.xml · nonDerivative · entry 1

HELEEN MARK L · CIK 0001451729 · EVP, CLO & Secretary

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 331,966.5359

F1 · shares: Represents performance stock units ("PSUs") awarded to the reporting person under the Navient Corporation 2014 Omnibus Incentive Plan and previously reported on February 5, 2018. 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 2020. On January 29, 2021, the Compensation and Personnel Committee approved the achievement of the 2018 - 2020 PSUs at 83% of target resulting in the settling on March 2, 2021, of 22,834.9600 shares of such PSUs and an additional 4,643.0006 shares were issued to the reporting person upon the vesting of the related dividend equivalent rights. In connection with this settlement, 12,877 shares were withheld by Navient (as approved by the Navient Compensation and Personnel Committee) to satisfy the reporting person's tax withholding obligations.

F2 · balance_after: Reflects the disposition of 0.9606 shares settled in cash upon the delivery of the related dividend equivalent rights, in accordance with the terms of the 2014 Navient Corporation Omnibus Incentive Plan.

F3 · balance_after: The reporting person's common stock balance reflects the forfeiture of 5,628.0160 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 2018 - 2020 performance period.

SEC source: 0001127602-21-004434 · form4.xml · nonDerivative · entry 5

HELEEN MARK L · CIK 0001451729 · EVP, CLO & Secretary

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 350,472.5125

F7 · shares: As previously reported, on February 6, 2020, the reporting person was granted 26,595 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, 2021, 8,490 shares of such RSUs were settled and an additional 733 shares were issued to the reporting person upon the vesting of the related dividend equivalent rights. In connection with this settlement, 2,723 shares were withheld by Navient, as approved by the Committee, to satisfy the reporting person's tax withholding obligations.

SEC source: 0001127602-21-004434 · form4.xml · nonDerivative · entry 4

HELEEN MARK L · CIK 0001451729 · EVP, CLO & Secretary

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 353,195.5125

F6 · shares: As previously reported, on February 5, 2019, the reporting person was granted 32,779 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 5, 2021, 10,464 shares of such RSUs were settled and an additional 1,477 shares were issued to the reporting person upon the vesting of the related dividend equivalent rights. In connection with this settlement, 3,525 shares were withheld by Navient, as approved by the Committee, to satisfy the reporting person's tax withholding obligations.

SEC source: 0001127602-21-004434 · form4.xml · nonDerivative · entry 3

HELEEN MARK L · CIK 0001451729 · EVP, CLO & Secretary

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 356,720.5125

F4 · shares: As previously reported, on February 5, 2018, the reporting person was granted 11,005 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 5, 2021, 3,668 shares of such RSUs were settled and an additional 746.6696 shares were issued to the reporting person upon the vesting of the related dividend equivalent rights. In connection with this settlement, 1,642 shares were withheld by Navient, as approved by the Committee, to satisfy the reporting person's tax withholding obligations.

F5 · balance_after: Reflects the disposition of 0.6696 shares settled in cash upon the delivery of the related dividend equivalent rights, in accordance with the terms of the Plan.

SEC source: 0001127602-21-004434 · form4.xml · nonDerivative · entry 2

HELEEN MARK L · CIK 0001451729 · EVP, CLO & Secretary

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 358,363.1821

F3 · shares: Represents a grant of common stock to the reporting person in the form of PSUs to be settled solely by delivery of shares of the Company's common stock. Upon vesting, 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 2023. The performance conditions shall be approved by the Committee in connection with the Company's 2021 Long-Term Incentive Program and shall be set forth in the form of PSU award agreement approved by the Navient Compensation and Personnel Committee (the "Committee").

SEC source: 0001127602-21-004434 · form4.xml · nonDerivative · entry 1

HELEEN MARK L · CIK 0001451729 · EVP, CLO & Secretary

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 326,691.1821

F1 · shares: 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 · balance_after: Dividend equivalent rights (2,616.4072 units) issued on RSUs and performance stock units ("PSUs") are included in the reporting person's common stock holding balance. Each dividend equivalent right is the economic equivalent of one share of Navient common stock.

SEC source: 0001127602-20-030689 · form4.xml · nonDerivative · entry 1

HELEEN MARK L · CIK 0001451729 · EVP, CLO & Secretary

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 293,587.7749

F1 · shares: Represents shares withheld to satisfy the reporting person's tax withholding requirements.

F2 · balance_after: Dividend equivalent rights (18,885.4968 units) issued on restricted stock units and performance stock units ("PSUs") are included in the reporting person's common stock holding balance.

SEC source: 0001127602-20-015434 · form4.xml · nonDerivative · entry 1

HELEEN MARK L · CIK 0001451729 · EVP, CLO & Secretary

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 288,823.5554

F1 · shares: Represents the weighted average price per share of stock purchased by the reporting person between $6.75 and $6.78. The reporting person undertakes to provide to Navient Corporation, any security holder of Navient Corporation or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price.

F2 · balance_after: Dividend equivalent rights issued on restricted stock units ("RSUs") and performance stock units ("PSUs") 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.

SEC source: 0001127602-20-009463 · form4.xml · nonDerivative · entry 1

HELEEN MARK L · CIK 0001451729 · EVP & Chief Legal Officer

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 277,730.2162

F1 · shares: Represents performance stock units ("PSUs") awarded under the Navient Corporation 2014 Omnibus Incentive Plan and previously reported on February 6, 2017. 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 2019. On January 30, 2020, the Compensation and Personnel Committee approved the achievement of the 2017 - 2019 PSUs at 109% of target resulting in the settling on March 2, 2020, of 26,404.16 shares of such PSUs and an additional 4,168.2896 shares were issued to the reporting person upon the vesting of the related dividend equivalent rights. In connection with this settlement, 14,327 shares were withheld by Navient (as approved by the Navient Compensation and Personnel Committee) to satisfy the reporting person's tax withholding obligations.

F2 · balance_after: Reflects the disposition of 0.4496 shares settled in cash upon the delivery of the related dividend equivalent rights, in accordance with the terms of the 2014 Navient Corporation Omnibus Incentive Plan.

SEC source: 0001127602-20-006160 · form4.xml · derivative · entry 4

HELEEN MARK L · CIK 0001451729 · EVP & Chief Legal Officer

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 0

Underlying: Common Stock · 79,868 shares

Expires 2021-02-03

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

SEC source: 0001127602-20-006160 · form4.xml · nonDerivative · entry 2

HELEEN MARK L · CIK 0001451729 · EVP & Chief Legal Officer

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 289,533.3351

SEC source: 0001127602-20-006160 · form4.xml · nonDerivative · entry 1

HELEEN MARK L · CIK 0001451729 · EVP & Chief Legal Officer

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 348,943.3351

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

SEC source: 0001127602-20-004337 · form4.xml · nonDerivative · entry 5

HELEEN MARK L · CIK 0001451729 · EVP & Chief Legal Officer

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 269,075.3351

F7 · shares: Grant of PSUs which is classified as "Common Stock," as permitted, since the PSUs will be settled solely by delivery of shares of the Company's common stock upon vesting. 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 2022. The performance conditions to be used shall be those approved by the Committee in connection with the Company's 2020 Long-Term Incentive Program and shall be set forth in the form of PSU award agreement approved by the Committee. Each vested PSU will be settled in shares of the Company's common stock.

SEC source: 0001127602-20-004337 · form4.xml · nonDerivative · entry 4

HELEEN MARK L · CIK 0001451729 · EVP & Chief Legal Officer

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 242,480.3351

F6 · shares: Grant of RSUs under the Navient Corporation 2014 Omnibus Incentive Plan, which is classified as "Common Stock," as permitted, since the RSUs will be settled solely by delivery of shares of Navient common stock. These RSUs vest in one-third increments on each of the first, second and third anniversaries of the grant date.

SEC source: 0001127602-20-004337 · form4.xml · nonDerivative · entry 3

HELEEN MARK L · CIK 0001451729 · EVP & Chief Legal Officer

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 215,885.3351

F4 · shares: As previously reported, on February 6, 2017, the reporting person was granted 14,534 RSUs under the Navient Corporation 2014 Omnibus Incentive 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, 2020, 4,845 shares of such RSUs were settled and an additional 765.6991 shares were issued to the reporting person upon the vesting of the related dividend equivalent rights. In connection with this settlement, 1,902 shares were withheld by Navient, as approved by the Committee, to satisfy the reporting person's tax withholding obligations.

F5 · balance_after: Reflects the disposition of 0.6991 shares settled in cash upon the delivery of the related dividend equivalent rights, in accordance with the terms of the 2014 Navient Corporation Omnibus Incentive Plan.

SEC source: 0001127602-20-004337 · form4.xml · nonDerivative · entry 2

HELEEN MARK L · CIK 0001451729 · EVP & Chief Legal Officer

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 217,788.0342

F3 · shares: As previously reported, on February 5, 2019, the reporting person was granted 32,779 RSUs under the Navient Corporation 2014 Omnibus Incentive 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 5, 2020, 10,463 shares of such RSUs were settled and an additional 527 shares were issued to the reporting person upon the vesting of the related dividend equivalent rights. In connection with this settlement, 3,244 shares were withheld by Navient, as approved by the Committee, to satisfy the reporting person's tax withholding obligations.

SEC source: 0001127602-20-004337 · form4.xml · nonDerivative · entry 1

HELEEN MARK L · CIK 0001451729 · EVP & Chief Legal Officer

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 221,032.0342

F1 · shares: As previously reported, on February 5, 2018, the reporting person was granted 11,005 restricted stock units ("RSUs") under the Navient Corporation 2014 Omnibus Incentive 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 5, 2020, 3,669 shares of such RSUs were settled and an additional 395 shares were issued to the reporting person upon the vesting of the related dividend equivalent rights. In connection with this settlement, 1,511 shares were withheld by Navient, as approved by the Navient Compensation and Personnel Committee (the "Committee"), to satisfy the reporting person's tax withholding obligations.

F2 · balance_after: Dividend equivalent rights issued on RSUs and performance stock units ("PSUs") 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.

SEC source: 0001127602-19-034766 · form4.xml · nonDerivative · entry 1

HELEEN MARK L · CIK 0001451729 · EVP & Chief Legal Officer

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 220,922.4739

F1 · shares: Represents shares withheld to satisfy the reporting person's various tax withholding requirements.

F2 · balance_after: Dividend equivalent rights (5,085.8983 units) issued on restricted stock units and performance stock units ("PSUs") are included in the reporting person's common stock holding balance.

SEC source: 0001127602-19-009467 · form4.xml · nonDerivative · entry 1

HELEEN MARK L · CIK 0001451729 · EVP & Chief Legal Officer

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 216,624.5756

F1 · shares: Represents performance stock units ("PSUs") awarded under the Navient Corporation 2014 Omnibus Incentive Plan and previously reported on February 3, 2016. 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 2018. On January 30, 2019, the Compensation and Personnel Committee approved the achievement of the 2016 - 2018 PSUs at 125% of target resulting in the settling on February 28, 2019, of 41,190 shares of such PSUs and an additional 6,438.3413 shares were issued to the reporting person upon the vesting of the related dividend equivalent rights. In connection with this settlement, 21,129 shares were withheld by Navient (as approved by the Navient Compensation and Personnel Committee) to satisfy the reporting person's tax withholding obligations.

F2 · balance_after: Reflects the disposition of 0.3413 shares settled in cash upon the delivery of the related dividend equivalent rights, in accordance with the terms of the 2014 Navient Corporation Omnibus Incentive Plan.