Navient : Form of prospectus disclosing information, facts, events covered in both forms 424B2, 424B3

DESCRIPTION OF NOTES

The following description is only a summary of certain provisions of the Indenture and the notes, copies of which are available upon request to us at the address set forth under 'Where You Can Find More Information.' In this description, the term 'Navient' refers only to Navient Corporation and not to any of its subsidiaries or affiliates. Certain capitalized terms used in this description but not defined below have the meanings assigned to them in the Indenture. We urge you to read the Indenture and the notes because they, and not this description, define your rights as holders of the notes.

General

Navient will issue the notes as a series of debt securities under a base indenture, dated as of July 18, 2014, between Navient, as the company, and The Bank of New York Mellon, as trustee (the 'Trustee'), as supplemented by a supplemental indenture to be entered into between Navient and the Trustee. The term 'Indenture' in this description of notes refers to the base indenture as supplemented by the supplemental indenture.

The notes will mature on , 20 . Interest (computed on the basis of a 360-dayyear consisting of twelve 30-daymonths) on the notes will accrue at the rate of % per year and will be payable semi-annually in arrears on each and , commencing on , 20 ; interest payable on each interest payment date will include interest accrued from , 2020, or from the most recent interest payment date to which interest has been paid or duly provided for.

Navient will make each interest payment to the holders of record of the notes on the business day immediately preceding an interest payment date. The registered holder of a note will be treated as the owner of it for all purposes. Only registered holders will have rights under the Indenture.

The notes will be senior, unsecured obligations of Navient and will rank equally with all of Navient's other existing and future unsecured and unsubordinated indebtedness. As of September 30, 2019, (i) we had an approximately $10.5 billion aggregate principal amount of unsecured senior indebtedness outstanding with which the notes will rank pari passu and (ii) our subsidiaries had no unsecured senior indebtedness outstanding.

The notes will be represented by Global Securities, which will be deposited with, or on behalf of, The Depository Trust Company ('DTC'), New York, New York, and registered in the name of DTC's nominee. Each note represented by a Global Security is referred to herein as a 'Book-Entry Note.'

The Indenture does not limit the amount of notes or other debt securities of Navient that may be issued under the Indenture. Navient may also at any time and from time to time, without notice to or consent of the holders, issue additional debt securities of the same tenor, coupon and other terms as the notes, (except for the issue date and public offering price) so that such debt securities and the notes offered pursuant to this prospectus supplement and the accompanying prospectus shall form a single series. References herein to the notes shall include (unless the context otherwise requires) any further notes issued as described in this paragraph.

Unless otherwise provided and except with respect to Book-Entry Notes, principal of and premium, if any, and interest, if any, on the notes will be payable, and the transfer of notes will be registrable, at the Corporate Trust Office of the Trustee, except that, at the option of Navient, interest may be paid by mailing a check to the holder of the notes entitled thereto or, in accordance with arrangements satisfactory to the Trustee, at the option of the holder of the notes by wire transfer to an account designated by such holder.

For a description of payments of principal of, and premium, if any, and interest on, and transfer of, Book-Entry Notes and exchanges of Global Securities representing Book-Entry Notes, see '-Book-Entry, Delivery and Form.'

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