UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE
SECURITIES EXCHANGE ACT OF 1934

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Preliminary Proxy Statement

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Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

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Definitive Proxy Statement

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Definitive Additional Materials

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Soliciting Material Pursuant to Section 240.14a-12

Navient Corporation

(Name of Registrant as Specified in Its Charter)

(Name of Person(s) Filing Proxy Statement if Other Than the Registrant)

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Fee paid previously with preliminary materials.

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Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

13865 Sunrise Valley Drive

Herndon, Virginia 20171

April 16, 2026

Dear Fellow Shareholders:

Please join us for Navient Corporation’s 2026 Annual Meeting of Shareholders (the “Annual Meeting”), which will be held virtually on Thursday, June 4, at 10:30 a.m., Eastern Daylight Time. Read on for instructions on how to participate in the Annual Meeting.

We remain focused on meeting the needs of our customers, while at the same time continuing to execute strategic actions that strengthen the foundation we have built and positions us for future success.

To date, we have made substantial progress on the strategic initiatives that we announced in January 2024 to simplify our company, reduce our expense base, and enhance our flexibility. We adopted a variable, outsourced servicing model and completed the divestiture of our business processing unit, which increased the opportunities for shared cost reduction. We are also reshaping our shared services functions and corporate footprint to align with the needs of a more focused, flexible and streamlined company.

In 2025, as it relates to the strategic initiatives:

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We exceeded our $400 million expense reduction objective set out in 2024.

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We enhanced the value of our growth business related to in-school and refinance private education loan originations in 2025, with total originations increasing 77% from a year ago.

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We provided transition services related to the outsourcing of loan servicing and divestiture of the business processing segment, all of which were completed by October 2025.

We believe these actions will increase the value shareholders derive from our loan portfolios and the returns we can achieve on business-building investments.

In 2026, we are focused on completing Phase 2 of our strategic transformation which prioritizes strong growth in our originations businesses while remaining focused on continuing to lower central costs and corporate footprint and returning value to our shareholders. We look forward to sharing future updates on these actions with you.

As we continue with the next phase of our strategic transformation, we recently announced that David Yowan will transition out of his role as President and CEO in June 2026. He will continue providing leadership as a member of the Board of Directors (the “Board”), on which he has served since April 2017. Mr. Yowan was named President and CEO in May 2023. Mr. Yowan successfully led the Company through Phase 1 of its multi-year strategic transformation, right sizing the corporate functions and establishing a strong foundation and a more focused and flexible business.

Edward Bramson, Chair of the Board, has been appointed President and CEO of Navient, effective June 5, 2026. Mr. Bramson has served on the Board since May 2022 and was elected Chair in June 2025. As CEO, Bramson will focus on completing Phase 2 of the Company’s strategic transformation, working with the management team to create greater long-term value for shareholders. He will continue to serve as Chair of the Board. Larry Klane, Board member since 2019, will serve as lead independent director.

Finally, we share that Jane Thompson will be retiring from the Board after 12 years of service. We thank her for her many contributions.

At our Annual Meeting, we will consider the matters described in this proxy statement. You will be able to attend the Annual Meeting, vote your shares electronically and submit questions during the meeting by visiting www.virtualshareholdermeeting.com/NAVI2026.

Additional information regarding attending the Annual Meeting, voting your shares and submitting questions can be found in the proxy statement accompanying this Notice of Annual Meeting.

The Notice of Annual Meeting sets forth the proposals that will be presented at the Annual Meeting, which are described in more detail in the proxy statement. Our board of directors recommends that you vote “FOR” each of the director nominees, “FOR” Proposals 2 and 3 and “ONE YEAR” for Proposal 4, as set forth in the proxy statement. Only shareholders who own shares of our common stock as of the close of business on April 6, 2026, the record date, are entitled to receive notice of and to vote at the Annual Meeting or any adjournment or postponement thereof.

This document contains important information about our company and the proposals that will be presented at the Annual Meeting, and we urge you to read it carefully. Your vote is important, and we strongly encourage you to vote your shares using one of the voting methods described in the proxy statement.

Our proxy materials are available to you electronically. We hope that this continues to offer you a convenient way to review the materials while allowing us to reduce our environmental footprint and expense.


David Yowan President and Chief Executive Officer	Edward J. Bramson Chair of the Board of Directors

13865 Sunrise Valley Drive

Herndon, Virginia 20171

April 16, 2026

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NOTICE OF 2026 ANNUAL MEETING OF SHAREHOLDERS OF

NAVIENT CORPORATION

__________________________

Navient Corporation (“Navient” or the “Company”) will hold its 2026 Annual Meeting of Shareholders (the “Annual Meeting”) as follows:

Date:

Thursday, June 4, 2026

Time:

10:30 a.m., Eastern Daylight Time

Access:

We have determined that the Annual Meeting will be held as a virtual meeting conducted solely via live webcast at www.virtualshareholdermeeting.com/NAVI2026. If you plan to participate in the virtual meeting, please refer to the information on page 6 of the proxy statement.

Items of Business:

(1)

Elect the 6 nominees named in the proxy statement to serve as directors until the 2027 Annual Meeting of Shareholders or until their successors have been duly elected and qualified;

(2)

Ratify the appointment of KPMG LLP as Navient’s independent registered public accounting firm for the fiscal year ending December 31, 2026;

(3)

Approve, in a non-binding advisory vote, the compensation paid to Navient’s named executive officers;

(4)

Hold a non-binding advisory vote on whether a shareholder vote to approve the compensation paid to our named executive officers should occur every one, two or three years; and

(5)

Act on any other business as may properly come before the Annual Meeting or any adjournment or postponement thereof.

Record Date:

Only shareholders of record as of the close of business on April 6, 2026 are entitled to receive notice of and to vote at the Annual Meeting or any adjournment thereof.

Your participation in the Annual Meeting is important regardless of the number of shares you own. We encourage you to vote your shares prior to the Annual Meeting regardless of whether you intend to attend. You can vote by telephone, Internet or, if you request that proxy materials be mailed to you, by completing and signing the proxy card enclosed with those materials and returning it in the envelope provided. Your proxy is revocable in accordance with the procedures set forth in the proxy statement.

If your shares are held in “street name,” that is, held for your account by a broker, bank, trustee or other nominee, you will receive instructions from the broker, bank, trustee or other nominee that you must follow for your shares to be voted.

By Order of the Board of Directors,

Description: A close-up of a signature AI-generated content may be incorrect.

Elizabeth Han
Vice President, Associate General Counsel & Corporate Secretary

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Shareholders to be Held on June 4, 2026.

This notice and proxy statement and our Annual Report on Form 10-K for the year ended December 31, 2025 (the “2025 Form 10-K”) are available free of charge at http://materials.proxyvote.com.

You may also obtain these materials at the Securities and Exchange Commission (“SEC”) website at www.sec.gov or by contacting the Office of the Corporate Secretary, 13865 Sunrise Valley Drive, Herndon, Virginia 20171. Navient will provide a copy of its 2025 Form 10-K without charge to any shareholder upon written request.

Except to the extent specifically referenced herein, information contained or referenced on our website is not incorporated by reference into and does not form a part of this proxy statement.

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

Our shareholder letter and this proxy statement contain forward-looking statements, within the meaning of the Private Securities Litigation Reform Act of 1995, about our business and prospects. These forward-looking statements are subject to risks and uncertainties and are based on the beliefs and assumptions of our management based on information currently available. Use of words such as “believes,” “assumes,” “expects,” “anticipates,” “intends,” “plans,” “should,” “may,” “could,” “likely” or similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain these words. Our future results may differ materially from our past results and from those projected in the forward-looking statements due to various uncertainties and risks, including, but not limited to, those described in Item 1A of Part I (Risk Factors) of our 2025 Form 10-K and from time to time in our other filings with the SEC. We disclaim any obligation to update any forward-looking statements contained herein after the date of this proxy statement, except as otherwise required by law.

No Incorporation By Reference

This proxy statement includes several website addresses and references to additional materials found on those websites. These websites and materials are not incorporated by reference herein.

Table of Contents

Proxy Summary	1
Annual Meeting of Shareholders	1
Meeting Agenda Voting Matters	1
Board and Governance Practices	3
Board of Directors Composition	4
Director Nominees	4
General Information	5
Questions and Answers about the Annual Meeting and Voting	6
Overview of Proposals	10
Proposal 1 - Election of Directors	11
Agreements with the Sherborne Group	18
Corporate Governance	19
Company Leadership Update	19
Role and Responsibilities of the Board of Directors	19
Board Governance Guidelines	19
Board Leadership Structure	20
Board Succession Planning	20
Management Succession Planning	20
Director Independence	21
Board Meetings and Attendance at Annual Meeting	21
Committee Membership	21
Audit Committee	22
Compensation and Human Resources Committee	22
Nominations and Governance Committee	23
Executive Committee	23
Compensation Consultant and Independence	23
Compensation Committee Interlocks and Insider Participation	23
The Board of Directors’ Role in Risk Oversight	24
Risk Appetite Framework	24
Enterprise Risk Domains	24
Cybersecurity Risk Oversight	25
Data Security	26
Risk Assessment of Compensation Policies	26
Nominations Process	26
Proxy Access	27
Director Orientation and Continuing Education	27
Our Commitment to Corporate Social Responsibility	27
Environment and Sustainability	28
Our Employees, Our Customers and Our Communities	28
Governance	28
Code of Business Conduct	28
Policy on Review and Approval of Transactions with Related Parties	28
Insider Trading Policy	29
Anti-Hedging and Pledging Policy	29
Rule 10b5-1 Trading Plans	29
Shareholder Engagement	30
Communications with the Board of Directors	30
Director Compensation	31
Director Compensation Elements	31
Share Ownership Guidelines	31

Other Compensation	32
Deferred Compensation Plan for Directors	32
Director Compensation Table	32
All Other Director Compensation	33
Proposal 2 - Ratification of the Appointment of the Independent Registered Public Accounting Firm	34
Independent Registered Public Accounting Firm	35
Fees Paid to Independent Registered Public Accounting Firms for 2025 and 2024	35
Pre-approval Policies and Procedures	35
Report of the Audit Committee	36
Ownership of Common Stock	37
Ownership of Common Stock by Directors and Executive Officers	37
Executive Officers	39
Proposal 3 - Advisory Vote on Executive Compensation	40
Proposal 4 - Advisory Vote on Say-on-Pay Frequency	41
Executive Compensation	42
Compensation and Human Resources Committee Report	42
Compensation Discussion and Analysis	43
Executive Summary	43
Leadership Changes	43
Navient’s 2025 Performance	43
Navient’s 2025 Compensation Decisions	44
Navient’s Compensation Philosophy and Objectives	45
How Compensation Decisions Are Made	46
Role of the Compensation Consultant	46
Use of Peer Groups	47
Consideration of Say-on-Pay Vote Results	47
2025 Executive Compensation Program	48

SEC Form DEF 14A filed by Navient Corporation