Navient : Amendment No. 1 to 2024 Proxy Statement

EXPLANATORY NOTE

Navient Corporation is filing this Amendment No. 1 to its definitive proxy statement on Schedule 14A (the "Proxy Statement"), originally filed with the Securities and Exchange Commission (the "SEC") on April 11, 2024 (the "Original Filing"), for the purpose of (i) including the cover page required under 17 CFR § 240.14a-101 that was inadvertently omitted from the Original Filing; (ii) clarifying the "Voting Options", "Vote Required for Approval" and "Abstentions" correcting certain columns in the table on page 20 of the Original Filing and conforming certain corresponding disclosures on page 11 of the Original Filing; (iii) revising the formatting of our Board Diversity Matrix included on page 13 of the Original Filing; (iv) reflecting certain clarifying edits to our pay versus performance disclosure; (v) attaching a copy of our proxy card; and (vi) updating page numbers to reflect the page numbers of this Proxy Statement.

Except as described above, no other changes have been made to the Original Filing, and this Proxy Statement does not modify, amend or update any of the other information contained in the Original Filing. The information contained in this Proxy Statement is as of the date of the Original Filing and does not reflect any information or events occurring after the date of the Original Filing.

13865 Sunrise Valley Drive

Herndon, Virginia 20171

April 11, 2024

Dear Fellow Shareholders:

Please join us for Navient's 2024 Annual Meeting of Shareholders, which will be held virtually on Thursday, May 23, at 8:00 a.m., Eastern Daylight Time. Read on for instructions on how to participate in the meeting.

Navient is focused on meeting the needs of our customers and clients, while at the same time carrying out strategic actions that we believe will establish a new foundation for future success. As announced in January, we are working to simplify our company, reduce our expense base, and enhance our flexibility as a result of an in-depthreview overseen by the Board of Directors.

We are carrying out three strategic actions that we expect will be largely complete over the next 18 to 24 months:

• Adopt a variable, outsourced servicing model. Navient has entered into a binding letter of intent that will transition our student loan servicing to MOHELA, a leading provider of student loan servicing for government and commercial enterprises. This transaction is intended to create a variable cost structure for the servicing of our student loan portfolios and provides attractive unit economics across a wide range of servicing volume scenarios. Navient and MOHELA will work toward ensuring a seamless transition in the coming months and providing customers with uninterrupted servicing of their loans.
• Explore strategic options for the business processing division. Navient has launched a process to explore a range of value-creatingoptions for our business processing division. Through various subsidiary brands, this division provides high-qualitybusiness processing services for a variety of government and healthcare clients, including hospitals, toll-roadauthorities, state revenue divisions, and federal agencies. With the decision to outsource student loan servicing, exploring options for the business processing division increases the opportunities for shared cost reduction. Navient is working with financial and legal advisors to assist the company in exploring strategic options for this division, which may include a sale of the division in whole or in part.
• Streamline shared services infrastructure and corporate footprint. As we implement these actions, we also plan to reshape our shared services functions and corporate footprint to align with the needs of a more focused, flexible and streamlined company.

Over the longer-term, we believe these actions will increase the value shareholders derive from our loan portfolios and the returns we can achieve on business-building investments. We look forward to sharing future updates.

In the meantime, at our Annual Meeting, we will consider the matters described in this proxy statement. This document contains important information, 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 this proxy statement.

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

13865 Sunrise Valley Drive

Herndon, Virginia 20171

April 11, 2024

NOTICE OF 2024 ANNUAL MEETING OF SHAREHOLDERS OF

NAVIENT CORPORATION

To Our Shareholders:

Navient Corporation ("Navient" or the "Company") will hold its 2024 Annual Meeting of Shareholders (the "Annual Meeting") as follows:

Date: Thursday, May 23, 2024

Time: 8:00 a.m., Eastern Daylight Time

Access: Meeting Live via the Internet

Please visitwww.virtualshareholdermeeting.com/NAVI2024

Items of Business:

1. Elect the 8 nominees named in the proxy statement to serve as directors for one-year terms 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 2024;
3. Approve, in a non-binding advisory vote, the compensation paid to Navient's named executive officers;
4. Approve the Navient Corporation 2024 Omnibus Incentive Plan to replace the expiring 2014 Omnibus Incentive Plan; and
5. Act on such other business as may properly come before the Annual Meeting or any adjournment or postponement of the meeting.

Record Date:

You may vote if you were a shareholder of record as of the close of business on March 25, 2024.

We have determined that the 2024 Annual Meeting will be held in a virtual meeting format only, via the Internet. If you plan to participate in the virtual meeting, please refer to instructions on page 12 of this proxy statement.

Your participation in the Annual Meeting is important. 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. If you wish to attend and participate in the virtual meeting, you must provide evidence of your ownership as of March 25, 2024, or a valid proxy showing that you are representing a shareholder who owned shares as of that date.

Thank you for your interest in Navient.

By Order of the Board of Directors,

Mark L. Heleen

Secretary

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Shareholders to be Held on May 23, 2024.

This notice and proxy statement and our Annual Report on Form 10-K for the year ended December 31, 2023 (the "2023

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.govor by

contacting the Office of the Corporate Secretary, 13865 Sunrise Valley Drive, Herndon, Virginia 20171. Navient will provide a copy of our 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 Federal securities laws, 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," "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 2023 Form 10-K. We disclaim any obligation to update any forward-looking statements contained herein after the date of this proxy statement.

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.