HAUBER STEPHEN M 4
4 · NAVIENT CORP · Filed Feb 10, 2026
Research Summary
AI-generated summary of this filing
Navient (NAVI) CFO Stephen Hauber Sells Shares for Tax Withholding
What Happened
Stephen M. Hauber, Navient’s Executive Vice President, CFO & PAO, had a total of 11,108 shares withheld and disposed by the company to satisfy tax withholding on vested restricted stock units (RSUs). The withholdings occurred in three settlements: 2,962 shares on Feb 6, 2026 (@ $10.05, $29,768), 5,167 shares on Feb 7, 2026 (@ $10.05, $51,928), and 2,979 shares on Feb 9, 2026 (@ $10.03, $29,879). Aggregate value ≈ $111,575. These transactions are coded F (payment of exercise price or tax liability), i.e., employer withholding to cover taxes, not open-market selling for investment purposes.
Key Details
- Transaction dates & prices:
- Feb 6, 2026: 2,962 shares @ $10.05 = $29,768 (withheld on RSU settlement; see F1)
- Feb 7, 2026: 5,167 shares @ $10.05 = $51,928 (withheld on RSU settlement; see F4)
- Feb 9, 2026: 2,979 shares @ $10.03 = $29,879 (withheld on RSU settlement; see F5)
- Total shares withheld/disposed: 11,108; total value ≈ $111,575.
- Shares owned after transaction: filing excerpt does not state total post-transaction holdings; filing notes inclusion of dividend-equivalent rights (4,900.1110) and a previously unreported ESPP acquisition of 462.710 shares (acquired July 31, 2024) now added to holdings (F2, F3).
- Notable footnotes:
- F1/F4/F5: These withholdings arose from RSU vesting (grants from Feb 6, 2023; Feb 7, 2025; Feb 9, 2024) and related dividend-equivalent issuances; committee-approved withholding satisfied tax obligations.
- F2: Dividend equivalent rights (4,900.1110) are included in reported holdings.
- F3: The filing also corrects/updates a previously omitted ESPP purchase of 462.710 shares from July 31, 2024.
- Timeliness: The Feb 6–9, 2026 transactions were reported in the Feb 10, 2026 Form 4. The ESPP acquisition from 2024 was previously omitted and is being reported now (late disclosure for that specific acquisition).
Context
These are routine employer tax-withholdings on vested RSUs (transaction code F). They are not open-market sales driven by the insider deciding to liquidate—rather, Navient withheld company shares to cover withholding taxes arising from vesting events. For retail investors, purchases by insiders are generally more informative than routine withholding disposals; this filing mainly documents compensation-related vesting and associated tax-related share withholding.
Insider Transaction Report
- Tax Payment
Common Stock
[F1][F2][F3]2026-02-06$10.05/sh−2,962$29,768→ 298,109.716 total - Tax Payment
Common Stock
[F4]2026-02-07$10.05/sh−5,167$51,928→ 292,942.716 total - Tax Payment
Common Stock
[F5]2026-02-09$10.03/sh−2,979$29,879→ 289,963.716 total
Footnotes (5)
- [F1]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.
- [F2]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.
- [F3]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.
- [F4]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.
- [F5]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.