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Navient plans Q4 2026 reorganization, 1-for-1 share swap

The planned exchange would make existing stockholders owners of Navient Holdings, while Navient LLC would assume the listed notes.

(Moderate)

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Form Type
8-K

Rhea-AI Filing Summary

Navient Corporation plans an internal reorganization in the fourth quarter of 2026, creating Navient Holdings, Inc. as parent of Navient LLC and E Parent, Inc. (Earnest). Navient Corporation would merge into Relay Merger Sub LLC, which would survive as Navient LLC. Existing common shares would convert one-for-one into Navient Holdings common shares, with no stockholder action required under Section 251(g); the company says the plan could be delayed or not completed.

Upon completion, Navient LLC is to assume the obligations of Navient Corporation’s listed 6% Senior Notes due December 15, 2043 and remain a reporting company. The presentation says Navient LLC will hold legacy loans and Earnest loans originated through December 31, 2026, while Earnest will originate and service new loans. As of June 30, 2026, total loan assets were $42.2 billion, including $31.9 billion in non-strategic legacy assets.

The presentation’s portfolio projection as of June 30, 2026 lists $4.7 billion of discretionary cash before overhead and taxes through 2045, after repayment of secured borrowings. It reports a 9.0% Adjusted Tangible Equity percentage as of June 30, 2026, and an 8%–12% range for the current rating. The common stock is expected to continue trading under NAVI, and the company states holders would not recognize U.S. federal income tax gain or loss on the exchange.

Filing Explained

If the planned reorganization takes effect, Navient Holdings would file consolidated SEC reports and its equity securities would be SEC-registered, while Navient LLC would file standalone financial statements and its debt securities would remain SEC-registered—separating the reporting and registration arrangements between the new parent and Navient LLC.

Item 7.01 Regulation FD Disclosure Disclosure
Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.
Item 8.01 Other Events Other
Voluntary disclosure of events the company deems important to shareholders but not covered by other items.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, or exhibit attachments filed with this report.
Common-share exchange ratio 1-for-1 Existing Navient Corporation common shares exchanged for Navient Holdings common shares
Total loan assets $42.2 billion As of June 30, 2026
Non-strategic legacy loan assets $31.9 billion As of June 30, 2026
Projected discretionary cash before overhead and taxes $4.7 billion Portfolio projection as of June 30, 2026, through 2045 after repayment of secured borrowings
Adjusted Tangible Equity percentage 9.0% As of June 30, 2026
Adjusted Tangible Equity range for current rating 8%–12% Range stated in the investor presentation
Earnest originations $3.8 billion 2026 forecast
Section 251(g) regulatory
"pursuant to Section 251(g) of the Delaware General Corporation Law"
Adjusted Tangible Equity financial
"Adjusted Tangible Equity (“ATE”) percentage"
FFELP technical
"Holds all legacy loans (FFELP and Legacy Private)"
Floor Income financial
"our ability to earn Floor Income"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What does Navient (JSM)'s planned reorganization change?

Navient Corporation plans to make Navient Holdings, Inc. the parent of Navient LLC and E Parent, Inc. (Earnest). Existing Navient Corporation common shares would convert one-for-one into Navient Holdings common shares, and the common stock is expected to continue trading under NAVI.

What happens to Navient (JSM)'s senior notes in the reorganization?

Upon completion, Navient LLC will assume the obligations of Navient Corporation’s listed 6% Senior Notes due December 15, 2043 and continue as a reporting company.

How will the legacy business and Earnest be arranged in Navient (JSM)'s reorganization?

Navient LLC is to hold legacy loans and Earnest loans originated through December 31, 2026. Earnest is to originate and service new loans.

Does Navient (JSM)'s reorganization require stockholder action?

No stockholder action is required under Section 251(g) of the Delaware General Corporation Law.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR Accepted by SEC EDGAR Learn about SEC filing dates

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): October 21, 2026
 


Navient Corporation
(Exact name of registrant as specified in its charter)



Delaware
001-36228
42-4701395
(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

(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))
 
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 $0.01 per share
 
NAVI
  The NASDAQ Global Select Market
6% Senior Notes due December 15, 2043
 
JSM
  The NASDAQ Global Select Market
 
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. ☐



Explanatory Note

On October 21, 2026, Navient Corporation (the “Company”) announced plans to implement a new holding company pursuant to an internal reorganization (the “Reorganization”) during the fourth quarter of 2026 by executing a tax-free merger of the Company with and into Relay Merger Sub LLC (“Merger Sub”), a subsidiary of Navient Holdings, Inc. (“Navient Holdings”), with Merger Sub continuing as the surviving entity with the name Navient LLC.

As a result of the Reorganization, Navient Holdings is expected to become the new holding company of Navient LLC and E Parent, Inc. The Company’s common stock would be exchanged on a one-for-one basis for Navient Holdings’ common stock, and Navient Holdings’ common stock would continue to trade under the symbol “NAVI” on the Nasdaq Global Select Market. Accordingly, upon consummation of the Reorganization, the Company’s stockholders immediately prior to the consummation of the Reorganization would become stockholders of Navient Holdings. The stockholders of the Company would not recognize gain or loss for U.S. federal income tax purposes upon the conversion of their shares of common stock of the Company for shares of common stock of Navient Holdings.  Upon the completion of the reorganization, Navient LLC will assume the obligations of the listed notes currently held at the Company and continue to be a reporting company.

The Reorganization will be conducted pursuant to Section 251(g) of the General Corporation Law of the State of Delaware, which permits an internal reorganization to implement a holding company without a vote of the stockholders of the constituent corporation. Immediately after consummation of the Reorganization, Navient Holdings would have, on a consolidated basis, the same directors, assets, businesses and operations as the Company had immediately prior to the consummation of the Reorganization. The directors of the Company and their committee memberships and titles would be the same as the directors of the Company immediately prior to the Reorganization. The executive officers and officers of Navient Holdings would be the same as the executive officers and officers, respectively, of the Company immediately prior to the Reorganization.

The Company may determine not to implement the Reorganization, or the completion of the Reorganization could be delayed beyond the currently anticipated timeframe, including due to factors beyond the Company’s control.

Item 7.01
Regulation FD Disclosure.

On October 21, 2026, the Company issued a press release announcing the Reorganization (as defined above) and an accompanying investor presentation including additional information related to the planned Reorganization. A copy of the press release and the investor presentation are furnished as Exhibits 99.1 and 99.2, respectively, hereto and are incorporated herein by reference.

The information furnished under this Item 7.01, including Exhibits 99.1 and 99.2, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, except as expressly set forth by specific reference in such a filing.

Item 8.01
Other Events.

The information set forth in the Explanatory Note of this Current Report on Form 8-K is incorporated by reference into this Item 8.01.

Cautionary Note Regarding Forward-Looking Statements.

This Current Report on Form 8-K includes information that constitutes forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act. These forward-looking statements are based on the Company’s current beliefs, assumptions and expectations regarding future events, which in turn are based on information currently available to the Company. Such forward-looking statements include, without limitation, statements regarding the Reorganization and other risks and uncertainties contained in the Company’s filings with the U.S. Securities and Exchange Commission (the “SEC”), including the Company’s most recently filed Annual Report on Form 10-K. By their nature, forward-looking statements address matters that are subject to risks and uncertainties.


These forward-looking statements speak only as of the date of this Current Report on Form 8-K, and the Company undertakes no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events or otherwise, except to the extent required by applicable laws.

Item 9.01
Financial Statements and Exhibits.

(d) Exhibits.

Exhibit
Number
Description
99.1
Press Release, dated October 21, 2026.
   
99.2
Investor Presentation, dated October 21, 2026.
   
104
Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document


SIGNATURE

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.

 
NAVIENT CORPORATION
   
Dated: October 21, 2026
/s/ Matthew Sheldon
 
Matthew Sheldon, Senior Vice President & General Counsel




Exhibit 99.1




NEWS RELEASE
For immediate release


Navient to establish new holding company structure

HERNDON, Va., Oct. 21, 2026—Navient Corporation (Nasdaq: NAVI) today announced it intends to establish a new holding company structure. Under the new structure, the new parent company, named Navient Holdings, Inc., will become the new holding company of Navient LLC and E Parent, Inc. (Earnest). Upon completion of the reorganization, Navient LLC will assume the obligations of the listed notes currently held at Navient Corporation and continue to be a reporting company.

Existing shares of Navient Corporation will automatically convert on a one-for-one basis into shares of common stock of Navient Holdings. Trading is expected to continue uninterrupted under the symbol “NAVI” on the Nasdaq Global Select Market.

“Over the past several years, we have reshaped Navient around the businesses that represent our future growth while strengthening the company’s financial and operating foundation,” said Edward Bramson, Navient’s CEO and chair of the board. “This reorganization builds on that work by creating a clearer and more efficient organizational framework that we believe will support disciplined execution, improve strategic flexibility, and enhance long-term shareholder value.”

The new corporate structure is expected to be in effect during the fourth quarter of 2026. Navient Corporation’s board of directors and its executive officers will continue in their same roles.

The reorganization will be conducted pursuant to Section 251(g) of the Delaware General Corporation Law and no action will be required by Navient Corporation stockholders.

Webcast Details

Navient will host an audio webcast to discuss the reorganization on Thursday, Oct. 22, 2026, at 8:30 a.m. Eastern Time. The presentation will be led by Edward Bramson with Steve Hauber, CFO, and Roger Yankoupe, SVP, treasurer and investor relations, also participating.

The webcast will be available on Navient.com/investors; a replay of the webcast will be available on the site. Supplemental materials will also be available on the website prior to the meeting

* * *

About Navient
Navient (Nasdaq: NAVI) creates long-term value for customers and investors with responsible lending, flexible refinancing, trusted servicing oversight, and decades of education finance and portfolio management expertise. Through our Earnest business, we help customers confidently achieve financial success through digital financial services. Our employees thrive in a culture of belonging, where they are supported and proud to deliver meaningful outcomes. Learn more on Navient.com.

Contact:
Media: Cate Fitzgerald, 703-831-6347, catherine.fitzgerald@navient.com
Investors: Micah Andrews, 571-415-5413, micah.andrews@navient.com
   Roger Yankoupe, 571-592-8569, roger.yankoupe@navient.com

# # #




Exhibit 99.2

 October 21, 2026  Corporate Reorganization  1 
 

 Forward-Looking Statements and Non-GAAP Financial Measures  The following information is current as of June 30, 2026 (unless otherwise noted) and should be read in connection with Navient Corporation’s (“Navient”) Annual Report on 2025 Form 10-K for the year ended December 31, 2025 (the “2025 Form 10-K”), filed by Navient with the Securities and Exchange Commission (the “SEC”) on February 26, 2026 and subsequent reports filed by Navient with the SEC. Definitions for capitalized terms in this presentation not defined herein can be found in the 2025 Form 10-K. This presentation contains “forward-looking statements,” within the meaning of the federal securities laws, about our business, and prospectus and other information that is based on management’s current expectations as of the date of this presentation. Statements that are not historical facts, including statements about our beliefs, opinions, or expectations and statements that assume or are dependent upon future events, are forward-looking statements and often contain words such as “expect,” “anticipate,” “assume,” “intend,” “plan,” “believe,” “seek,” “see,” “will,” “would,” “may,” “could,” “should,” “goals,” or “target.” Such statements are based on management's expectations as of the date of this release and involve many risks and uncertainties that could cause our actual results to differ materially from those expressed or implied in our forward-looking statements.      For Navient, these factors include, among other things:  • general economic conditions, including the potential impact of inflation and interest rates on Navient and its clients and customers and on the creditworthiness of third parties; and   • increased defaults on education loans held by us.      The company could also be affected by, among other things:  • unanticipated repayment trends on education loans including prepayments or deferrals resulting from new interpretations or the timing of the execution and implementation of current laws, rules or regulations or future laws, executive orders or other policy initiatives that operate to encourage or require consolidation, abolish existing or create additional income-based repayment or debt forgiveness programs or establish other policies and programs or extensions of previously announced deadlines which may increase or decrease the prepayment rates on education loans and accelerate or slow down the repayment of the bonds in our securitization trusts;  • a reduction in our credit ratings; • changes to applicable laws, rules, regulations and government policies and expanded regulatory and governmental oversight;  • changes in the general interest rate environment, including the availability of any relevant money-market index rate or the relationship between the relevant money-market index rate and the rate at which our assets are priced;  • the interest rate characteristics of our assets do not always match those of our funding arrangements;   • adverse market conditions or an inability to effectively manage our liquidity risk or access liquidity could negatively impact us; • the cost and availability of funding in the capital markets; our ability to earn Floor Income and our ability to enter into hedges relative to that Floor Income are dependent on the future interest rate environment and therefore is variable; • our use of derivatives exposes us to credit and market risk; • our ability to continually and effectively align our cost structure with our business operations; • a failure or breach of our operating systems, infrastructure or information technology systems; • failure by any third party providing us material services or products or a breach or violation of law by one of these third parties; • our current or previous work with government clients exposes us to additional risks inherent in the government contracting environment; • acquisitions, strategic initiatives and investments or divestitures that we pursue; • shareholder activism; reputational risk and social factors; and   • the other factors that are described in the “Risk Factors” section of Navient’s Annual Report on Form 10-K for the year ended December 31, 2025, and in our other reports filed with the SEC.   The preparation of our consolidated financial statements also requires management to make certain estimates and assumptions including estimates and assumptions about future events. These estimates or assumptions may prove to be incorrect and actual results could differ materially. All forward-looking statements contained in this release are qualified by these cautionary statements and are made only as of the date of this release. The company does not undertake any obligation to update or revise these forward-looking statements except as required by law.  Navient reports financial results on a GAAP basis and also provides certain non-GAAP performance measures, including Core Earnings, Adjusted Tangible Equity Ratio, and various other non-GAAP financial measures derived from Core Earnings.  When compared to GAAP results, Core Earnings exclude the impact of: (1) mark-to-market gains/losses on derivatives; and (2) goodwill and acquired intangible asset amortization and impairment.  Navient provides Core Earnings measures because this is what management uses when making management decisions regarding Navient’s performance and the allocation of corporate resources. Navient Core Earnings are not defined terms within GAAP and may not be comparable to similarly titled measures reported by other companies.  For additional information, see Core Earnings in Navient’s second quarter 2026 earnings release for a complete reconciliation between GAAP net income and Core Earnings.  2 
 

 New corporate structure  Legacy business: Navient LLC(1)  Holds all legacy loans (FFELP and Legacy Private) and all Earnest loans originated through December 31, 2026  Files standalone financial statements with SEC  Debt securities remain SEC-registered  Separates Legacy and Continuing businesses into two subsidiaries, each wholly-owned by a newly formed holding company – Navient Holdings, Inc.  Continuing business: Earnest(2)  Originates and services new loans  Navient Holdings, Inc.  Holds all shares of subsidiaries  Files consolidated financial statements with SEC  Equity securities are SEC-registered  Existing Navient Corporation becomes Navient LLC as a result of corporate reorganization  E Parent, Inc.  3 
 

 Illustrative post-reorganization balance sheets at 6/30/26(3)  Figures in $ millions  (1) E Parent, Inc.  (2) Earnest numbers exclude any required working capital  (3) Navient Holdings, Inc.’s net assets agree to Navient’s June 30, 2026 total equity. Earnest’s net assets are the net assets that reside in the legal entities of Earnest as of June 30, 2026 as well as a preliminary estimate of the goodwill that would be allocated to such business based on the relative fair value of the related businesses that will reside at Earnest and Navient LLC. The Navient LLC net assets are the difference between the net assets at Navient Holdings, Inc. and Earnest.  4  Goodwill $46  Other, net $16  Net Assets(2) $62  Navient Holdings, Inc.  100% Ownership  100% Ownership  Investment in  Consolidated  Subsidiaries $2,398  Net Assets $2,398  Cash $770  Net Assets $2,336  Earnest(1)  Navient LLC 
 

 (1) Also includes Earnest loans originated through December 31, 2026  Objectives of new corporate structure  5  Legacy business  Focus on maximizing cash flow generation from Navient’s portfolio of non-strategic legacy assets that we no longer originate(1)  Principal metric: cash after unsecured debt service  Continuing business  Focus more attention on Earnest, which has attractive growth characteristics and lower capital intensity  Principal metric: long-term return on attributable equity  Facilitate separation of businesses if / when appropriate 
 

 Legacy business: Navient LLC  Large portfolio, majority comprised of legacy assets that we no longer originate  Run-off depresses earnings and ROE trends  Run-off portfolios projected to generate robust discretionary cash     Available for distribution to Holdings for growth or shareholder distributions  As of June 30, 2026   Projections are based on internal estimates and assumptions and are subject to ongoing review and modification. Projections are forecasted as of June 30, 2026, are through 2045 after repayment of secured borrowings, use a SOFR forward curve, are agnostic to timing discrepancies, and assume funding spreads remain static. These projections may prove to be incorrect.  Outsourced servicing function on a variable expense basis beginning in 2024  6  ($ billions)  December 31, 2024  June 30, 2026  FFELP  $30.9  $26.6  Private – Legacy  6.5  5.4   Subtotal Non-Strategic Loan Assets  $37.4  $31.9  Earnest (through 12/31/26)  9.2  10.3   Total Loan Assets  $46.6  $42.2  ($ billions)  As of June 30, 2026  Unrestricted Cash Balance(1)  $0.8  Forecasted Portfolio Cash Inflows(2)  11.8  Forecasted Variable Servicing Expense(3)  (0.6)   Projected Net Sources of Cash  $12.0  Repayment of Unsecured Debt Principal  (5.3)  Interest Expense on Unsecured Debt  (1.9)   Projected Discretionary Cash Before Overhead and Taxes  $4.7 
 

 Originations are 2026 forecast; direct non-marketing operating expenses as % of originations is based on forecasted expenses and originations; all other metrics are 2026 actual through June 30, 2026  Weighted average for Refinance and In-School/Grad products  Reflects Earnest’s direct non-marketing operating expenses as represented in Navient's Consumer Lending segment, excluding all sales and marketing costs (primarily loan acquisition) and unallocated shared service expenses (reported in Navient’s “Other” segment). Earnest’s direct non-marketing operating expenses represent $64M and $84M of 2024 actual expenses and 2026 forecasted expenses, respectively, of Navient’s Consumer Lending segment total expenses of $143M in 2024 and $176M forecasted for 2026. These figures are used to evaluate non-marketing expenses relative to loan origination volume and to calculate the percentage of such expenses to loans originated and forecasted to be originated in 2024 and 2026.  Weighted average for Refinance product  Continuing business: Earnest  Increasing growth and credit quality  Strong capital and operating efficiency trends  Expect to add additional products, over time, that have marketing and cost of acquisition synergies  7  2024  2026(1)  Originations ($ millions)  $1,401  $3,800F  FICO(2)  756  774  % of originations  2024  2026(1)  Direct Non-Marketing Operating Expenses(3)  4.6%  2.2%  AAA Debt % of Financing(4)  89%  94% 
 

 Source: Moody’s, Rating Methodology – Finance Companies (July 18, 2024)  As of June 30, 2026; item is a non-GAAP financial measure. See Appendix for further detail.  ATE percentage  8  Adjusted Tangible Equity (“ATE”) percentage is a significant component of Navient’s unsecured debt rating  Defined as tangible equity as a percent of tangible assets  Effectively excludes government guaranteed loans  GAAP requires consolidation of assets securitized, notwithstanding “true sale”  Range of ATE for current rating   8-12%(1)  ATE percentage currently   9.0%(2) 
 

 Item is a non-GAAP financial measure. See Appendix for further detail. Reconciliations of forward-looking non-GAAP financial measures are not provided because the company is unable to provide such reconciliations without unreasonable effort due to the uncertainty and inherent difficulty of predicting the occurrence and financial impact of certain items, including, but not limited to, the impact of any mark-to-market gains/losses resulting from our use of derivative instruments to hedge our economic risks  Assumes 2027 originations of $3.8 billion, equal to 2026 forecasted originations and adjusted tangible equity remaining unchanged; excludes further growth in originations from 2026 level.  Impact of continued growth on ATE percentage(1)  Without the corporate reorganization, ATE percentage would begin to constrain growth in 2027(2)  9 
 

 Corporate reorganization improves future ATE trends  10  Starting in 2027, a portion of newly securitized assets may be held on Holdings’ standalone balance sheet  Expect to operate Navient LLC with ATE percentage significantly in excess of minimum 
 

 Other items  11  Exploring re-segmentation during 2027  Legacy activities  Continuing activities  Considering adopting Fair Value Option for additional products  Evaluating further optimization of loan portfolios  Classifying an additional $1.4 billion of Legacy loans to Held for Sale in Q3 2026 
 

 Appendix  12 
 

 Non-GAAP Financial Measures  In addition to financial results reported on a GAAP basis, Navient also provides certain performance measures which are non-GAAP financial measures. The definition for the non-GAAP financial measure and reconciliation found in this presentation is provided below:     Adjusted Tangible Equity Ratio (ATE) - The Adjusted Tangible Equity Ratio measures Navient’s tangible equity, relative to its tangible assets. We adjust this ratio to exclude the assets and equity associated with our FFELP portfolio because FFELP Loans are no longer originated and the FFELP portfolio bears a 3% maximum loss exposure under the terms of the federal guaranty. Management believes that excluding this portfolio from the ratio enhances its usefulness to investors. To determine Adjusted Tangible Equity Ratios, we calculate the Adjusted Tangible Equity (GAAP Total Equity less Goodwill & Acquired Intangible Assets less Equity held for FFELP Loans) and divide by Adjusted Tangible Assets (Total Assets less Goodwill & Acquired Intangible Assets less FFELP Loans).   13 



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