X0306 4 2019-02-28 0001593538 NAVIENT CORP NAVI 0001605711 KANE JOHN M 123 S. JUSTISON STREET SUITE 300 WILMINGTON DE 19801 1 EVP & Group President Common Stock 2019-02-28 4 F 0 49049 12.22 D 404223.1644 D Common Stock 4129.7471 I By 401(k) Represents performance stock units ("PSUs") awarded under the Navient Corporation 2014 Omnibus Incentive Plan and previously reported on February 3, 2016. Each PSU represents the right to receive one share of Navient Corporation ("Navient") common stock in the future, which target amount vests at a specified percentage and is settled based upon achieving certain performance conditions over a three-year performance period ending on the final day of fiscal year 2018. On January 30, 2019, the Compensation and Personnel Committee approved the achievement of the 2016 - 2018 PSUs at 125% of target resulting in the settling on February 28, 2019, of 89,868.75 shares of such PSUs and an additional 14,047.2365 shares were issued to the reporting person upon the vesting of the related dividend equivalent rights. In connection with this settlement, 49,049 shares were withheld by Navient (as approved by the Navient Compensation and Personnel Committee) to satisfy the reporting person's tax withholding obligations. Reflects the disposition of 0.9865 shares settled in cash upon the delivery of the related dividend equivalent rights, in accordance with the terms of the 2014 Navient Corporation Omnibus Incentive Plan. Between February 6, 2019, and February 28, 2019, the reporting person acquired 789.3583 share equivalents of Navient common stock under the Navient 401(k) Savings Plan. The information in this report is based on the reporting person's actual account balance as of February 28, 2019. /s/ Kurt T. Slawson (POA) for John M. Kane 2019-03-04