Initial Statement of Beneficial Ownership (Form 3)

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL OMB Number: 3235-0104 Estimated average burden hours per response... 0.5

(Print or Type Responses)

1. Name and Address of Reporting Person * STANDISH TROY 2. Date of Event Requiring Statement (Month/Day/Year) 10/28/2026 3. Issuer Name and Ticker or Trading Symbol Navient Holdings, Inc. [NAVI] (Last) (First) (Middle) 13865 SUNRISE VALLEY DRIVE 4. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) EVP & Chief Operating Officer 5. If Amendment, Date Original Filed (Month/Day/Year) (Street) HERNDON, VA 20171 6. Individual or Joint/Group Filing (Check Applicable Line) _X_ Form filed by One Reporting Person ___ Form filed by More than One Reporting Person (City) (State) (Zip) Table I - Non-Derivative Securities Beneficially Owned

1.Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5) Common Stock 256,159.9314(1) D Common Stock 16,713.2998(2) I By 401(k)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.			SEC 1473 (7-02)
	Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Phantom Stock Units	(3)	(3)	Common Stock	891.8194	$0	D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
STANDISH TROY 13865 SUNRISE VALLEY DRIVE HERNDON, VA 20171			EVP & Chief Operating Officer

Signatures

/s/ Matthew Sheldon (POA) for Troy Standish		11/09/2026
**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 5(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1)	The reporting person's common stock balance includes 120,753.302 restricted stock units and performance stock units that were received in respect of, and remain subject to vesting terms applicable to, restricted stock units and performance stock units granted by, and as reported on Form 4 filings with respect to, Navient Corporation, as Navient Holdings, Inc., is the successor to Navient Corporation under the Securities Exchange Act of 1934, as amended.
(2)	The information in this report is based on the reporting person's actual account balance as of October 28, 2026.
(3)	Each share of phantom stock is the economic equivalent of one share of common stock. The shares of phantom stock will be settled in cash or shares of Navient common stock based on the reporting person's deferral and distribution elections in the Navient Supplemental 401(k) Savings Plan and the Navient Holdings, Inc., Deferred Compensation Plan for Key Employees.
Remarks: Exhibit 24 - Power of Attorney

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, See Instruction 6 for procedure. Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.