Item 1.01.
Entry into a Definitive Material Agreement.

On December 20, 2024, Sherborne Investors Management LP and certain of its affiliates (collectively, “Sherborne”) and Navient Corporation (the “Company”) entered into a second amendment (the “Second Amendment”) to the Nomination and Cooperation Agreement, dated April 14, 2022, as amended by Amendment No. 1 to the Nomination and Cooperation Agreement, dated as of December 14, 2023 (as amended, the “Agreement”). The Second Amendment extends the “Covered Period”, during which certain customary standstill provisions and other terms apply, at least through the earlier of (x) the closing of the Company’s 2025 annual meeting of stockholders and (y) 5:00 p.m. Eastern Time on June 30, 2025.

The Amendment deleted in its entirety Section 5(a) of the Agreement and replaced it with the following:

“(a) This Agreement is effective as of the date hereof and shall remain in full force and effect for the period (the “Covered Period”) commencing on the date hereof and ending on the date that is the earlier of (A) the later of the date that is (i) the earlier of (x) the closing of the 2025 annual meeting of stockholders of the Company and (y) 5:00 p.m. Eastern Time on June 30, 2025, and (ii) the date that is twenty (20) business days following the date the Sherborne Designee ceases to be a member of the Board; and (B) the election to terminate this Agreement by the non-breaching Party, upon a judicial determination that the Sherborne Group or the Company has materially breached any of the terms of this Agreement or the Confidentiality Agreement and has failed to cure any such breach within twenty (20) days of receipt of written notice of such determination.”