YOWAN DAVID L. 4
4 · NAVIENT CORP · Filed Jun 5, 2026
Research Summary
AI-generated summary of this filing
Navient (NAVI) CEO David Yowan Receives Award, Exercises Options
What Happened
- David L. Yowan, President & CEO (and Director) of Navient (NAVI), received equity awards and completed derivative exercises on June 4, 2026. The filing reports: 36,235.221 performance stock units (PSUs) settled (150% of target for the 2025 legacy expense goal), exercise/conversion of 107,363.314 derivative shares, a separate grant of 18,018 restricted shares (valued at $140,000), and cash-settled Cash RSUs that vested on termination. To satisfy tax and payment obligations, 14,676 shares and 43,482.142 shares were withheld, and 63,881.172 shares were surrendered to the issuer. Reported dollar amounts include withholdings of $114,033 and $337,856 and a disposition to the issuer valued at $496,357.
Key Details
- Transaction date: June 4, 2026 (Form 4 filed June 5, 2026). Price per share used in withholding/disposition entries: $7.77.
- Awards and exercises:
- 36,235.221 PSUs awarded/settled (150% payout of target; includes dividend equivalents).
- 107,363.314 derivative shares exercised/converted (reported as acquired and also as disposed in derivative-related entries).
- 18,018 restricted shares granted as a director award (restrictions lift quarterly; 25% vested on the reporting date).
- Cash RSUs vested on termination; related dividend-equivalent rights (DERs) paid in cash.
- Withholding/dispositions (codes F and D): 14,676 shares withheld (taxes), 43,482.142 withheld (taxes), and 63,881.172 shares disposed to issuer (all at $7.77).
- Footnotes of note:
- F1: PSUs represent 1 share per PSU; first tranche (15%) vested on an accelerated basis; payout was above target (150%).
- F2/F3/F8: Filing reflects forfeiture of certain previously reported PSUs, and inclusion of various dividend equivalent rights (DERs) in beneficial ownership; some DERs paid in cash.
- F5: Cash RSUs vested on termination and were paid in cash (DERs accrued and paid cash-in-lieu).
- Timeliness: Filing covers transactions on 2026-06-04 and was filed 2026-06-05 — not indicated as late.
Context
- These transactions are largely awards and the conversion/exercise of derivatives with shares withheld/surrendered to cover tax and other obligations — a common, routine outcome of equity compensation (codes A and M for awards/exercises; F and D for tax withholding/surrender).
- The PSU payout was above target (150%) for a specific performance metric; that is an earned award rather than an open-market purchase (not a direct bullish purchase signal).
- The filing includes adjustments to the reported beneficial ownership (forfeitures and DERs). The excerpt provided does not state a final total share count owned after the transactions.
Insider Transaction Report
Form 4
NAVIENT CORPNAVI
YOWAN DAVID L.
DirectorPresident & CEO
Transactions
- Award
Common Stock
[F1][F2][F3]2026-06-04+36,235.221→ 407,919.051 total - Tax Payment
Common Stock
[F4]2026-06-04$7.77/sh−14,676$114,033→ 393,243.051 total - Exercise/Conversion
Common Stock
[F5]2026-06-04+107,363.314→ 500,606.365 total - Tax Payment
Common Stock
[F6]2026-06-04$7.77/sh−43,482.142$337,856→ 457,124.223 total - Disposition to Issuer
Common Stock
2026-06-04$7.77/sh−63,881.172$496,357→ 393,243.051 total - Award
Common Stock
[F7]2026-06-04$7.77/sh+18,018$140,000→ 411,261.051 total - Exercise/Conversion
Restricted Stock Units
[F5][F8]2026-06-04−107,363.314→ 0 total→ Common Stock (107,363.314 underlying)
Footnotes (8)
- [F1]This transaction represents performance stock units ("PSUs") awarded under the Navient Corporation 2024 Omnibus Incentive Plan (the "Plan"). Each PSU represents the right to receive one share of Navient Corporation ("Navient") common stock and is settled solely through the delivery of shares of Navient common stock. A specified percentage of the target award vests and settles based on the achievement of performance conditions over a 3-year performance period ending on the final day of 2027. The first tranche (15%) of PSUs reported (23,121.30) vested on an accelerated basis upon the reporting person's satisfaction of the applicable performance and service conditions and an additional 1,035.514 shares were issued to the reporting person upon the vesting of the related dividend equivalent rights ("DERs"). The number of PSUs reported (36,235.221) reflects an above-target payout equal to 150% of the target award (24,156.814 inclusive of DERs) related to the 2025 legacy expense goal.
- [F2]The reporting person's common stock beneficial ownership balance reflects the forfeiture of PSUs (158,835 PSUs and 19,432.355 DERs), which that were previously voluntarily reported on Form 4, because Navient failed to meet the threshold level established for the PSUs granted for the 2023 - 2025 performance period, as reported in Navient's 2026 Proxy Statement on Form DEF 14A.
- [F3]DERs (3,548.752) issued on RSUs are included in the reporting person's common stock beneficial ownership balance. Each DER is the economic equivalent of one share of Navient common stock.
- [F4]In connection with this settlement, 14,676 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 July 7, 2025, the reporting person was awarded cash restricted stock units ("Cash RSUs") under the Plan. The Cash RSUs are settled solely in cash and do not represent the right to receive shares of Navient common stock. The Cash RSUs vested in full on June 4, 2026, upon termination of the reporting person's employment by the Company for a reason other than Cause, in accordance with the terms of the applicable award agreement, resulting in payment of the earned amount. Payment is subject to applicable tax withholding obligations. DERs accrue with respect to the Cash RSUs and are payable in cash upon settlement.
- [F6]In connection with this settlement, 43,482.142 shares were withheld by Navient (as approved by the Navient Compensation and Human Resources Committee) to satisfy the reporting person's tax withholding obligations.
- [F7]Represents a grant of restricted stock to Mr. Yowan in respect of his role as a non-employee director (effective June 5, 2025) under the Plan. The restrictions lift on a quarterly basis subject to continued active service on the Navient Board of Directors as follows: 25% on the grant date (June 4, 2026); 25% on August 1, 2026; 25% on November 1, 2026; and 25% on February 1, 2027.
- [F8]DERs accrue on the reporting person's Cash RSUs when and as dividends are paid on Navient common stock and vest along with the Cash RSUs on which they accrued. The reporting person has received 4,602.314 DERs relating to their July 7, 2025, grant of Cash RSUs, all of which vested on June 4, 2026, and are included in the reporting person's common stock holding balance. Each DER converts into one share of Navient common stock on the date of vesting, and the reporting person receives the cash value thereof in lieu of the delivery of stock. Each DER is the economic equivalent of one share of Navient common stock.
Signature
/s/ Matthew Sheldon (POA) for David Yowan|2026-06-05