YOWAN DAVID L. 4

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.