HAUBER STEPHEN M 4

What Happened

• Stephen M. Hauber, EVP, Chief Financial Officer & Principal Accounting Officer of Navient, had 816 shares of NAVI common stock withheld (disposed) on May 22, 2026 to satisfy tax withholding tied to vested restricted stock units (RSUs). The shares were valued at $8.44 each, totaling $6,887.
• The filing notes Hauber was granted 5,020 RSUs on May 23, 2024 that vest in thirds. On May 22, 2026, 1,673 RSUs settled and an additional 175.319 shares were issued as dividend equivalent rights; 816 of the newly issued/settled shares were withheld by Navient as approved by the Compensation and Human Resources Committee.

Key Details

• Transaction date: May 22, 2026; Filing date: May 26, 2026 (filed on time).
• Reported disposition: 816 shares withheld @ $8.44 per share, proceeds/value $6,887. (Transaction code F = payment of exercise price or tax liability.)
• RSU grant background: 5,020 RSUs awarded May 23, 2024; 1,673 RSUs vested/settled on 5/22/2026; 175.319 dividend-equivalent shares issued on vesting.
• Holdings note: Footnote reports 3,386.837 dividend equivalent rights on RSUs are included in the reporting person’s common-stock holding balance. The Form 4 does not list a complete post-transaction total share balance beyond these items.
• Filing timeliness: Reported within required window (filed May 26 for a May 22 transaction; May 25 was a federal holiday).

Context

• This was a tax-withholding/settlement transaction (common when RSUs vest), not an open-market sale. Shares withheld by the company to cover taxes are routine and do not necessarily reflect the insider’s market view.
• RSUs are a form of deferred compensation that convert to shares on vesting; dividend-equivalent rights are the cash/share equivalents paid on those RSUs and were added to the settled amount here.