| Item 1. | Security and Issuer |
| (a) | Title of Class of Securities:
Common Stock, par value $0.01 per share |
| (b) | Name of Issuer:
NAVIENT CORP |
| (c) | Address of Issuer's Principal Executive Offices:
13865 SUNRISE VALLEY DRIVE, HERNDON,
VIRGINIA
, 20171. |
Item 1 Comment:
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. | Purpose of Transaction |
| | 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. | Interest in Securities of the Issuer |
| (a) | 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% |
| (b) | 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 |
| (c) | 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. |
