X0202 SCHEDULE 13D/A 0001406672 XXXXXXXX LIVE 12 Common Stock, par value $0.01 per share 04/16/2026 false 0001593538 63938C108 NAVIENT CORP

13865 SUNRISE VALLEY DRIVE HERNDON VA 20171

EDWARD BRAMSON 212-735-1000 SHERBORNE INVESTORS MANAGEMENT LP 135 East 57th Street New York NY 10022 STEPHEN WELKER 212-735-1000 SHERBORNE INVESTORS MANAGEMENT LP 135 East 57th Street New York NY 10022 KENNETH MANTEL, ESQ. 212-451-2300 OLSHAN FROME WOLOSKY LLP 1325 Avenue of the Americas New York NY 10019 0001406672 N Sherborne Investors Management LP AF N DE 0.00 29449997.00 0.00 29449997.00 29449997.00 N 31.3 PN 0002039965 N Sherborne Strategic Fund F, LLC WC N DE 0.00 29449997.00 0.00 29449997.00 29449997.00 N 31.3 OO 0002013694 N Sherborne Investors Master GP, LLC AF N DE 0.00 29449997.00 0.00 29449997.00 29449997.00 N 31.3 OO 0001406888 N Sherborne Investors LP AF N DE 0.00 29449997.00 0.00 29449997.00 29449997.00 N 31.3 PN 0001373507 N Sherborne Investors GP, LLC AF N DE 0.00 29449997.00 0.00 29449997.00 29449997.00 N 31.3 OO 0001406671 N Sherborne Investors Management GP, LLC AF N DE 0.00 29449997.00 0.00 29449997.00 29449997.00 N 31.3 OO 0001016268 N BRAMSON EDWARD J OO N X1 0.00 29449997.00 0.00 29449997.00 29449997.00 N 31.3 IN 0001914277 N Welker Stephen OO N X1 0.00 29449997.00 0.00 29449997.00 29449997.00 N 31.3 IN Common Stock, par value $0.01 per share NAVIENT CORP 13865 SUNRISE VALLEY DRIVE HERNDON VA 20171 The following constitutes Amendment No. 12 to the Schedule 13D filed by the undersigned ("Amendment No. 12"). This Amendment No. 12 is being filed to reflect a change in beneficial ownership solely as a result of a decrease in the number of outstanding Shares as reported in the Issuer's Definitive Proxy Statement on Schedule 14A, which was filed with the Securities and Exchange Commission on April 16 2026, and not as a result of an acquisition of Shares by the Reporting Persons. Item 4 is hereby amended to add the following: On April 8, 2026, the Issuer announced that it had appointed Edward Bramson as its President and Chief Executive Officer, effective on June 5, 2026. Mr. Bramson currently serves as the Chair of the Board of Directors. Item 5 is hereby amended and restated to read as follows: A. SSFF As of the date hereof, SSFF beneficially owned 29,449,997 Shares. Percentage: Approximately 31.3% B. Sherborne Master Sherborne Master, as the managing member of SSFF, may be deemed the beneficial owner of the 29,449,997 Shares owned by SSFF. Percentage: Approximately 31.3% C. Sherborne Investors LP Sherborne Investors LP, as the sole member of Sherborne Master, may be deemed the beneficial owner of the 29,449,997 Shares owned by SSFF. Percentage: Approximately 31.3% D. Sherborne Investors Management Sherborne Investors Management, as the investment manager of SSFF, may be deemed the beneficial owner of the 29,449,997 Shares owned by SSFF. Percentage: Approximately 31.3% E. Sherborne GP Sherborne GP, as the general partner of Sherborne Investors LP, may be deemed the beneficial owner of the 29,449,997 Shares owned by SSFF. Percentage: Approximately 31.3% F. Sherborne Management GP Sherborne Management GP, as the general partner of Sherborne Investors Management, may be deemed the beneficial owner of the 29,449,997 Shares owned by SSFF. Percentage: Approximately 31.3% G. Messrs. Bramson and Welker Each of Messrs. Bramson and Welker, as a managing director of each of Sherborne GP and Sherborne Management GP, may be deemed the beneficial owner of the 29,449,997 Shares owned by SSFF. Percentage: Approximately 31.3% A. SSFF 1. Sole power to vote or direct vote: 0 2. Shared power to vote or direct vote: 29,449,997 3. Sole power to dispose or direct the disposition: 0 4. Shared power to dispose or direct the disposition: 29,449,997 B. Sherborne Master 1. Sole power to vote or direct vote: 0 2. Shared power to vote or direct vote: 29,449,997 3. Sole power to dispose or direct the disposition: 0 4. Shared power to dispose or direct the disposition: 29,449,997 C. Sherborne Investors LP 1. Sole power to vote or direct vote: 0 2. Shared power to vote or direct vote: 29,449,997 3. Sole power to dispose or direct the disposition: 0 4. Shared power to dispose or direct the disposition: 29,449,997 D. Sherborne Investors Management 1. Sole power to vote or direct vote: 0 2. Shared power to vote or direct vote: 29,449,997 3. Sole power to dispose or direct the disposition: 0 4. Shared power to dispose or direct the disposition: 29,449,997 E. Sherborne GP 1. Sole power to vote or direct vote: 0 2. Shared power to vote or direct vote: 29,449,997 3. Sole power to dispose or direct the disposition: 0 4. Shared power to dispose or direct the disposition: 29,449,997 F. Sherborne Management GP 1. Sole power to vote or direct vote: 0 2. Shared power to vote or direct vote: 29,449,997 3. Sole power to dispose or direct the disposition: 0 4. Shared power to dispose or direct the disposition: 29,449,997 G. Messrs. Bramson and Welker 1. Sole power to vote or direct vote: 0 2. Shared power to vote or direct vote: 29,449,997 3. Sole power to dispose or direct the disposition: 0 4. Shared power to dispose or direct the disposition: 29,449,997 A. SSFF SSFF has not entered into any transactions in the Shares in the past 60 days. B. Sherborne Master Sherborne Master has not entered into any transactions in the Shares in the past 60 days. C. Sherborne Investors LP Sherborne Investors LP has not entered into any transactions in the Shares in the past 60 days. D. Sherborne Investors Management Sherborne Investors Management has not entered into any transactions in the Shares in the past 60 days. E. Sherborne GP Sherborne GP has not entered into any transactions in the Shares in the past 60 days. F. Sherborne Management GP Sherborne Management GP has not entered into any transactions in the Shares in the past 60 days. G. Messrs. Bramson and Welker Messrs. Bramson and Welker have not entered into any transactions in the Shares in the past 60 days. Sherborne Investors Management LP /s/ Stephen Welker 04/17/2026 Sherborne Strategic Fund F, LLC /s/ Stephen Welker 04/17/2026 Sherborne Investors Master GP, LLC /s/ Stephen Welker 04/17/2026 Sherborne Investors LP /s/ Stephen Welker 04/17/2026 Sherborne Investors GP, LLC /s/ Stephen Welker 04/17/2026 Sherborne Investors Management GP, LLC /s/ Stephen Welker 04/17/2026 BRAMSON EDWARD J /s/ Edward J Bramson 04/17/2026 Welker Stephen /s/ Stephen Welker 04/17/2026