Common Stock, par value $0.01 per share

NAVIENT CORP

13865 SUNRISE VALLEY DRIVE, HERNDON, VA, 20171

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 30.2% 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 30.2% 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 30.2% 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 30.2% 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 30.2% 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 30.2% 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 30.2%

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

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.