Navient (JSM) completes $500M 9.375% Senior Notes due 2031 offering

Navient (JSM) completes $500M 9.375% Senior Notes due 2031 offering

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Q: What did Navient Corporation (JSM) announce in this 8-K?

Q: What are the key terms of Navient’s new 9.375% Senior Notes due 2031?

Q: Which banks underwrote Navient’s $500 million Senior Notes offering?

Q: How was Navient’s 9.375% Senior Notes offering registered with the SEC?

8-K Event Classification

Key Figures

Key Terms

What did Navient Corporation (JSM) announce in this 8-K?

What are the key terms of Navient’s new 9.375% Senior Notes due 2031?

Under what legal framework were Navient’s 2031 Senior Notes issued?

Which banks underwrote Navient’s $500 million Senior Notes offering?

How was Navient’s 9.375% Senior Notes offering registered with the SEC?

Positive

Negative

Navient reported completion of a public offering of $500,000,000 aggregate principal amount of its 9.375% Senior Notes due 2031 . The notes were sold to underwriters for resale, under an effective shelf registration statement on Form S-3 with an accompanying prospectus and prospectus supplement.

The new Navient securities are Senior Notes with a fixed interest rate of 9.375% and a stated maturity in 2031 . The total aggregate principal amount issued is $500,000,000 , and they were sold in a registered public offering through a syndicate of underwriters.

Navient entered an Underwriting Agreement dated May 26, 2026 with BofA Securities, Barclays Capital, J.P. Morgan Securities, and RBC Capital Markets as representatives of the underwriters. These banks purchased the notes from Navient for resale to the investing public in the offering.

The offering was conducted under Navient’s Form S-3 shelf registration statement No. 333-286944 filed on May 2, 2025 . A related base prospectus and a prospectus supplement filed May 27, 2026 provided the specific terms for the 9.375% Senior Notes due 2031.

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

8-K

Navient Corporation completed a public debt offering of $500,000,000 aggregate principal amount of its 9.375% Senior Notes due 2031. The notes were sold to an underwriting syndicate for resale to the public under Navient’s effective shelf registration statement on Form S-3, using a related prospectus and prospectus supplement.

The notes were issued under Navient’s existing base indenture dated July 18, 2014, as amended by a seventeenth supplemental indenture dated May 29, 2026, with The Bank of New York Mellon serving as trustee. The underwriting agreement includes customary covenants, representations, warranties, indemnification and contribution provisions.

Navient adds $500M of 9.375% debt maturing in 2031.

Navient issued $500,000,000 of 9.375% Senior Notes due 2031 through a public offering under its shelf registration. The transaction uses a standard underwriting structure with major banks and relies on Navient’s existing indenture framework with The Bank of New York Mellon as trustee.

The notes are senior obligations, so they sit high in the capital structure. A 9.375% coupon indicates a relatively elevated borrowing cost, but the excerpt does not provide balance-sheet or coverage data to gauge impact. Overall, this is a routine capital markets financing; its effect depends on how the proceeds are managed.

3 items: 1.01, 2.03, 9.01

3 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement Financial

The company incurred a new significant debt or off-balance-sheet obligation.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Senior notes principal: $500,000,000 aggregate principal amount Coupon rate: 9.375% interest rate Shelf registration statement: Form S-3 No. 333-286944 +3 more

6 metrics

Senior notes principal $500,000,000 aggregate principal amount 9.375% Senior Notes due 2031 public offering

Coupon rate 9.375% interest rate Senior Notes due 2031

Shelf registration statement Form S-3 No. 333-286944 Filed with SEC on May 2, 2025

Base indenture date July 18, 2014 Indenture between Navient and The Bank of New York Mellon

Seventeenth supplemental indenture date May 29, 2026 Amends base indenture for 9.375% Senior Notes due 2031

Existing listed notes 6% Senior Notes due December 15, 2043 Navient securities listed on Nasdaq Global Select Market

shelf registration statement, Underwriting Agreement, Indenture, prospectus supplement, +1 more

5 terms

shelf registration statement regulatory

"pursuant to the Company’s shelf registration statement on Form S-3"

A shelf registration statement is a document a company files with regulators that allows it to sell shares or bonds quickly when it’s a good time to raise money. It’s like having a pre-approved plan ready so the company can act fast without going through lengthy paperwork each time they want to sell, making fundraising more flexible.

Underwriting Agreement financial

"the Company entered into an Underwriting Agreement, dated May 26, 2026"

An underwriting agreement is a contract where a company selling new stocks or bonds hires financial firms to buy those securities and resell them to investors. It matters because the agreement sets the offering price, number of securities, fees and which party bears the risk if sales fall short—think of it as a promise that the sale will happen and a roadmap investors can use to understand how the new securities reach the market.

Indenture financial

"The Notes were issued under the base indenture, dated as of July 18, 2014"

An indenture is a legal agreement between a company that borrows money by issuing bonds and the people who buy those bonds. It explains the rules the company must follow, like paying back the money and keeping certain financial promises. This document helps both sides understand their rights and responsibilities.

prospectus supplement regulatory

"including a related prospectus and prospectus supplement filed with the SEC"

A prospectus supplement is an additional document provided alongside a company's main offering details, offering updated or extra information about a specific financial product being sold. It helps investors understand the latest terms, risks, and details of the investment, similar to how an update or revision clarifies or expands on original instructions, ensuring they have current and complete information before making a decision.

Senior Notes financial

"completed a public offering of $500,000,000 aggregate principal amount of its 9.375% Senior Notes"

Senior notes are a type of loan that a company borrows from investors, promising to pay it back with interest. They are called "senior" because in case the company faces financial trouble, these lenders are paid back before others. This makes senior notes safer for investors compared to other types of loans or bonds.

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Understanding 8-K Material Events →

Available on EDGAR 05/29/2026 - 04:43 PM Accepted by SEC EDGAR 05/29/2026 - 04:42 PM

Navient reported completion of a public offering of $500,000,000 aggregate principal amount of its 9.375% Senior Notes due 2031. The notes were sold to underwriters for resale, under an effective shelf registration statement on Form S-3 with an accompanying prospectus and prospectus supplement.

The new Navient securities are Senior Notes with a fixed interest rate of 9.375% and a stated maturity in 2031. The total aggregate principal amount issued is $500,000,000, and they were sold in a registered public offering through a syndicate of underwriters.

The 9.375% Senior Notes due 2031 were issued under Navient’s base indenture dated July 18, 2014, as amended by a seventeenth supplemental indenture dated May 29, 2026. The Bank of New York Mellon acts as trustee under this indenture structure for the notes.

Navient entered an Underwriting Agreement dated May 26, 2026 with BofA Securities, Barclays Capital, J.P. Morgan Securities, and RBC Capital Markets as representatives of the underwriters. These banks purchased the notes from Navient for resale to the investing public in the offering.

The offering was conducted under Navient’s Form S-3 shelf registration statement No. 333-286944 filed on May 2, 2025. A related base prospectus and a prospectus supplement filed May 27, 2026 provided the specific terms for the 9.375% Senior Notes due 2031.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):

May 29, 2026 (May 26, 2026)

NAVIENT CORPORATION

(Exact name of registrant as specified in its charter)

Delaware

001-36228

46-4054283

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)


13865 Sunrise Valley Drive, Herndon, Virginia		20171
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (302) 283-8000

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 ((§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common stock, par value $.01 per share	NAVI	The Nasdaq Global Select Market
6% Senior Notes due December 15, 2043	JSM	The Nasdaq Global Select Market
Preferred Stock Purchase Rights	None	The Nasdaq Global Select Market

Item 1.01.

Entry into a Material Definitive Agreement.

On May 29, 2026, Navient Corporation (the “Company”) completed a public offering of $500,000,000 aggregate principal amount of its 9.375% Senior Notes due 2031 (the “Notes”).

The offering of the Notes was made pursuant to the Company’s shelf registration statement on Form S-3 (Registration No. 333-286944) filed with the Securities and Exchange Commission (the “SEC”) on May 2, 2025 including a related prospectus and prospectus supplement filed with the SEC on May 2, 2025 and May 27, 2026, respectively.

In connection with the offering of the Notes, the Company entered into an Underwriting Agreement, dated May 26, 2026 (the “Underwriting Agreement”), among the Company, BofA Securities, Inc., Barclays Capital Inc., J.P. Morgan Securities LLC and RBC Capital Markets, LLC, as representatives of the underwriters named therein (together, the “Underwriters”). Pursuant to the Underwriting Agreement, the Company agreed to sell the Notes to the Underwriters, and the Underwriters agreed to purchase the Notes for resale to the public. The Underwriting Agreement includes customary representations, warranties and covenants by the Company. It also provides for customary indemnification by each of the Company and the Underwriters against certain liabilities and customary contribution provisions in respect of those liabilities.

The Notes were issued under the base indenture, dated as of July 18, 2014 (the “Base Indenture”), between the Company and The Bank of New York Mellon, as trustee, as amended by a seventeenth supplemental indenture, dated as of May 29, 2026 (the “Seventeenth Supplemental Indenture,” and together with the Base Indenture, the “Indenture”).

The Underwriting Agreement, the Indenture and the form of global note for the offering are filed as exhibits to this Form 8-K and are incorporated herein by reference.

Item 2.03.

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information related to the Indenture in Item 1.01 of this Form 8-K is hereby incorporated by reference into this Item 2.03.

Item 9.01(d).

Financial Statements and Exhibits.

In reviewing the agreements included as exhibits to this report, please remember they are included to provide you with information regarding their terms and are not intended to provide any other factual or disclosure information about the Company or the other parties to the agreements. The agreements contain representations and warranties by each of the parties to the applicable agreement. These representations and warranties have been made solely for the benefit of the other parties to the applicable agreement and:

•

should not in all instances be treated as categorical statements of fact, but rather as a way of allocating the risk to one of the parties if those statements prove to be inaccurate;

•

may have been qualified by disclosures that were made to the other party in connection with the negotiation of the applicable agreement, which disclosures are not necessarily reflected in the agreement;

•

may apply standards of materiality in a way that is different from what may be viewed as material to you or other investors; and

•

were made only as of the date of the applicable agreement or such other date or dates as may be specified in the agreement and are subject to more recent developments.

Accordingly, these representations and warranties may not describe the actual state of affairs as of the date they were made or at any other time. Additional information about the Company may be found elsewhere in this report and the Company’s other public filings, which are available without charge through the SEC’s website at http://www.sec.gov.


Exhibit No.		Description

Exhibit 1.1*		Underwriting Agreement, dated May 26, 2026, among the Company and BofA Securities, Inc., Barclays Capital Inc., J.P. Morgan Securities LLC and RBC Capital Markets, LLC, as representatives of the Underwriters named therein.

Exhibit 4.1		Indenture, dated as of July 18, 2014, between the Company and The Bank of New York Mellon, as trustee (Incorporated by reference to Exhibit 4.1 of the Company’s Form S-3 filed on July 18, 2014).

Exhibit 4.2*		Seventeenth Supplemental Indenture, dated as of May 29, 2026, between the Company and The Bank of New York Mellon, as trustee.

Exhibit 4.3*		Form of Note for 9.375% Senior Notes due 2031 - included as part of Exhibit 4.2 hereto.

Exhibit 5.1*		Opinion of Skadden, Arps, Slate, Meagher & Flom LLP.

Exhibit 23.1*		Consent of Skadden, Arps, Slate, Meagher & Flom LLP - included as part of Exhibit 5.1 hereto.

104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

*	Filed herewith.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

[Signature Page to Closing 8-K]

Source: View Original Filing on SEC EDGAR

7 documents

NAVIENT CORPORATION

(REGISTRANT)

Date: May 29, 2026

/s/ Roger Yankoupe

Name: Roger Yankoupe

Title: Senior Vice President and Treasurer