Form S-8

(Form Type)

Navient Corporation

(Exact Name of Registrant as Specified in its Charter)

Security

Type

Security

Class Title

Fee

Calculation Rule

Amount

Registered (1)

Proposed

Maximum Offering

Price Per Unit

Maximum

Aggregate

Offering Price

Fee Rate

Amount of

Registration Fee

Equity

Common Stock, $0.01 par value per share

Other (3)

10,000,000 (2)

$15.26 (3)

$152,600,000 (3)

0.00014760

$22,523.76

Total Offering Amounts

$152,600,000

$22,523.76

Total Fee Offsets

—

Net Fee Due

$22,523.76

(1)

In accordance with Rule 416 under the Securities Act of 1933, as amended, this registration statement shall be deemed to cover any additional securities that may from time to time be offered or issued to prevent dilution resulting from stock splits, stock dividends or similar transactions.

(2)

Consists of 10,000,000 shares issuable under the Navient Corporation 2024 Omnibus Incentive Plan.

(3)

Estimated solely for the purpose of calculating the registration fee pursuant to Rules 457(c) and 457(h) of the Securities Act of 1933, as amended, and based upon the average of the high and low prices of the Registrant’s Common Stock as reported on the Nasdaq Global Select Market on May 21, 2024.