Form 8-K

8-K — Navient Holdings, Inc.

Accession: 0001193125-26-447477

Filed: 2026-11-04

Period: 2026-11-04

CIK: 0002152623

SIC: 6211 (SECURITY BROKERS, DEALERS & FLOTATION COMPANIES)

Item: Results of Operations and Financial Condition

Item: Financial Statements and Exhibits

Documents

8-K — navi-20261104.htm (Primary)

EX-99.1 (navi-ex99_1.htm)

EX-99.2 (navi-ex99_2.htm)

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8-K

8-K (Primary)

Filename: navi-20261104.htm · Sequence: 1

8-K

0002152623false00021526232026-11-042026-11-04

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): November 04, 2026

Navient Holdings, Inc.

(Exact name of Registrant as Specified in Its Charter)

Delaware

001-43525

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

(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 $.01 per share

NAVI

The Nasdaq Global 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. ☐

ITEM 2.02 RESULTS OF OPERATIONS AND FINANCIAL CONDITION.

On November 4, 2026, Navient Holdings, Inc. (the “Company”) issued an informational press release announcing its financial results for the quarter ended September 30, 2026 were available on the “Investor” page of its website located at https://www.Navient.com/investors. Additionally, on November 4, 2026, the Company posted its financial results for the quarter ended September 30, 2026 to its above-referenced web location. A copy of each press release is furnished as Exhibit 99.1 and Exhibit 99.2 hereto.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.

(d) Exhibits

Exhibit

Number

Description

99.1*

Press Release, dated November 4, 2026.

99.2*

Financial Press Release, dated November 4, 2026.

104

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

* Furnished 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.

NAVIENT HOLDINGS, INC.

Date: November 4, 2026

By:

/s/ STEVE HAUBER

Steve Hauber

Chief Financial Officer

EX-99.1

Filename: navi-ex99_1.htm · Sequence: 2

EX-99.1

Exhibit 99.1

NEWS RELEASE

For immediate release

Navient posts third quarter 2026 financial results

HERNDON, Va., Nov. 4, 2026— Navient (Nasdaq: NAVI) today posted its 2026 third quarter financial results. Complete financial results are available on the company’s website at Navient.com/investors. The materials will also be available on a Form 8-K on the SEC’s website at www.sec.gov.

Navient will hold a live audio webcast today, Nov. 4, 2026, at 5 p.m. ET, hosted by Edward Bramson, CEO and chair of the board, and Steve Hauber, CFO.

The webcast will be available on Navient.com/investors. Supplemental financial information and presentation slides used during the call will be available no later than the start time. A replay of the webcast will be available shortly after the event's conclusion.

* * *

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

# # #

EX-99.2

Filename: navi-ex99_2.htm · Sequence: 3

EX-99.2

Exhibit 99.2

NAVIENT REPORTS THIRD-QUARTER

2026 FINANCIAL RESULTS

HERNDON, Va., November 4, 2026 — Navient (Nasdaq: NAVI) today announced third-quarter 2026 net income of $15 million ($0.16 per diluted share) on a GAAP basis.

Earnings for the period included derivative hedging gains and a tax benefit aggregating $12 million on an after-tax basis ($0.13 per diluted share). Navient’s definition of Core Earnings excludes these items and, accordingly, Core Earnings(1) for the period were $3 million ($0.03 per diluted share).

Earnings in the quarter were increased by $23 million ($0.18 per diluted share) as a result of a net fair value increase from applying the fair value option to In-School Loans originated in the quarter and were reduced by loan loss provisions on newly originated Refinance Loans and Personal Loans in the quarter of $16 million ($0.13 per diluted share).

Loan originations for the third quarter, under the Earnest brand, were $1.4 billion, an increase of 77% from the third quarter of the prior year. Third-quarter 2026 originations included $46 million of Personal Loans resulting from Earnest’s continuing test program for this new product, versus no originations in the prior year as the Personal Loan product was launched in the fourth quarter of 2025. Refinance Loan originations in the quarter were $870 million and In-School Loan originations were $479 million, resulting in increases of 65% and 84%, respectively, versus the prior year period.

Average FICO scores for Personal Loans, Refinance Loans and In-School Loans in the quarter were 768, 775, and 770, respectively, reflecting the company’s strategy since 2024 to focus on originating loans to higher credit quality borrowers.

Net income and earnings per diluted share reported for the third quarter 2026 include a number of significant items. These significant items, set forth below, resulted in a net reduction in pre-tax earnings of $34 million ($0.27 per diluted share) and apply both to GAAP and Core Earnings.

PORTFOLIO OPTIMIZATION

$162 million ($1.31 per diluted share) of gains from the sale of approximately $750 million of Legacy Private Education Loans. This gain includes $91 million ($0.73 per diluted share) relating to an original acquisition discount on these loans.

$29 million ($0.23 per diluted share) net reduction in the fair value (reflected in provision for loan losses) of approximately $1.4 billion of Legacy Private Education Loans as a result of classifying them as held for sale as of September 30, 2026. The company had established an allowance for loan losses in the amount of $92 million for these loans.

CHANGES IN LOAN LOSS RESERVES (excluding allowance for loan losses on newly originated loans)

$42 million ($0.34 per diluted share) benefit from the release of allowance for loan losses related to classifying approximately $1.0 billion of In-School Loans as held for sale at September 30, 2026.

$178 million ($1.44 per diluted share) of provision for loan losses for Legacy Private Education Loans primarily related to recent and forecasted delinquencies and charge-offs persisting at elevated levels for a longer duration than previously anticipated.

$33 million ($0.27 per diluted share) of provision for loan losses for Refinance Loans. These principally relate to loans originated prior to the change in credit policy for such loan originations beginning in 2024.

$13 million ($0.10 per diluted share) of provision for loan losses for the FFELP government-guaranteed portfolio. This is primarily the result of an increase in premium allocated to future defaults, as well as the continued extension of the portfolio.

(1) Item is a non-GAAP financial measure. For a description and reconciliation, see “Non-GAAP Financial Measures” on pages 18 – 28.

OTHER ITEMS

$15 million ($0.12 per diluted share) benefit, principally from the receipt of insurance proceeds related to prior litigation.

Financial statements for the quarter are attached to this release.

Commenting on the results, Edward Bramson, CEO and chair of the board of directors, said, “These results continue Navient’s trend of growing originations while maintaining high credit quality. During the quarter, we also made further progress in diversifying our origination mix by increasing the proportion of In-School and Personal Loans. We continued the transition of our loan portfolios toward more market-based measures, classifying approximately $2.4 billion of additional loans as held for sale and electing the fair value option for newly originated In-School Loans. We also sold approximately $750 million of Legacy Private Education Loans at a gain as part of our ongoing portfolio optimization strategy. We are evaluating additional loan sales as we continue to optimize the portfolio and reallocate capital toward more strategic uses.”

Navient will hold a live audio webcast today, November 4, 2026, at 5 p.m. ET, hosted by Edward Bramson, CEO and chair of the board, and Steve Hauber, CFO. The webcast will be available on Navient.com/investors. Supplemental financial information and presentation slides used during the call will be available no later than the start time. A replay of the webcast will be available shortly after the event’s conclusion.

Definitions for capitalized terms in this release can be found in Navient’s Annual Report on Form 10-K for the year ended December 31, 2025 (filed with the SEC on February 26, 2026).

This news release contains “forward-looking statements,” within the meaning of the federal securities law, about our business and prospectus and other information that is based on management’s current expectations as of the date of this release.

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,” “assume,” “anticipate,” “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 artificial intelligence, inflation and interest rates on Navient and its clients and customers and on the creditworthiness of third parties; increased defaults on education loans held by us; 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 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, as well as changing 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 are 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; acquisitions, new products, 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 Securities and Exchange Commission. 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.

* * *

About Navient

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

# # #

SEGMENT RESULTS — CORE EARNINGS

CONSUMER LENDING

In this segment, Navient owns and manages a portfolio of Consumer Loans. Through our Earnest brand, we also originate and refinance Consumer Loans.

FINANCIAL RESULTS AND KEY PERFORMANCE METRICS

(Dollars in millions)

3Q26

2Q26

3Q25

Net interest income

Less: Provision for loan losses

214

155

Gains on sales of loans

162

—

Net fair value changes of loans

—

Other revenue

Total revenue

(54

)

Expenses

Pre-tax income

(99

)

Net income

(76

)

Segment net interest margin

2.09

2.26

2.39

Private Education Loans (including Refinance Education Loans):

Private Education Loan spread

2.20

2.38

2.48

Provision for loan losses

210

155

Net charge-offs

Net charge-off rate (1)

1.49

1.84

2.50

Greater than 30-days delinquency rate (1)

5.1

5.4

6.1

Greater than 90-days delinquency rate (1)

2.2

2.4

2.8

Forbearance rate (1)

1.9

1.8

1.5

Average Private Education Loans

15,980

15,985

15,894

Ending Private Education Loans, net

15,254

15,674

15,456

Refinance Education Loans:

Net charge-offs

Greater than 90-day delinquency rate

Average Refinance Education Loans

9,575

9,271

8,649

Ending Refinance Education Loans, net

9,600

9,258

8,571

Refinance Education Loan originations

870

735

528

Personal Loans:

Originations

—

Ending balance, net

—

(1) Third-quarter 2026 excludes $2.4 billion of Private Education Loans that were classified as held for sale as of September 30, 2026 and $235 million of In-

School Private Education Loans carried at fair value, and their corresponding delinquencies, forbearances and charge-offs. Second-quarter 2026 excludes $528

million of Legacy Private Education Loans that were classified as held for sale as of June 30, 2026, and their corresponding delinquencies, forbearances and

charge-offs.

DISCUSSION OF RESULTS — 3Q26 vs. 3Q25

•

Originated $1.4 billion of Consumer Loans, a 77% increase compared to $788 million.

Refinance Education Loan originations were $870 million compared to $528 million.

In-School Education Loan originations were $479 million compared to $260 million.

Personal Loan originations were $46 million compared to $0 million.

•

Net income was $2 million compared to net loss of $76 million.

•

Net interest income decreased $11 million, primarily due to the changing product mix with Refinance Education Loans increasing as a percentage of the portfolio. The Refinance Education Loan portfolio earns a lower net interest margin compared to the non-refinance portfolio, due to lower expected credit losses, which reduces the overall net interest margin.

•

Provision for loan losses increased $59 million. The provision for loan losses of $214 million in the current quarter included $16 million associated with loan originations and $29 million a result of classifying $1.4 billion of Legacy Private Education Loans as held for sale as of September 30, 2026. An additional $211 million of provision in the current quarter primarily relates to recent and forecasted delinquencies and charge-offs persisting at elevated levels for a longer duration than previously anticipated. This was partially offset by a $42 million decrease as a result of classifying $1.0 billion of In-School Education Loans as held for sale as of September 30, 2026. The

provision for loan losses of $155 million in the year-ago quarter included $17 million associated with loan originations and $138 million primarily the result of elevated delinquency balances as well as our forecasted macroeconomic outlook.

Net charge-offs were $59 million, down $37 million compared to $96 million in the year-ago quarter.

Private Education Loan delinquencies greater than 90 days: $274 million, down $159 million from $433 million.

Private Education Loan forbearances: $244 million, up $5 million from $239 million.

•

There were $162 million of gains on sale in the current period related to the sale of $750 million of Legacy Private Education Loans in connection with our broader effort to redeploy capital and align our balance sheet with today's lending products. There were no sales in the year-ago period.

•

There were $23 million of net fair value changes of loans related to electing the fair value option for In-School Education Loan originations beginning July 1, 2026. Of the $23 million net fair value changes of loans, $11 million relates to loans disbursed and recorded as loans on our balance sheet and $12 million relates to loan commitments to be disbursed in a future period (with the fair value of the lending commitment recorded in Other Assets on our balance sheet).

•

Expenses increased $12 million primarily reflecting seasonal marketing and other expenses associated with the growth of our consumer lending businesses.

FEDERAL EDUCATION LOANS

In this segment, Navient owns and manages a portfolio of FFELP federally guaranteed student loans.

FINANCIAL RESULTS AND KEY PERFORMANCE METRICS

(Dollars in millions)

3Q26

2Q26

3Q25

Net interest income

Less: Provision for loan losses

Other revenue

Total revenue

Expenses

Pre-tax income

Net income

Segment net interest margin

.69

.68

.84

FFELP Loans:

FFELP Loan spread

.76

.90

Provision for loan losses

Net charge-offs

Net charge-off rate

.20

.18

.15

Greater than 30-days delinquency rate

15.5

14.7

18.1

Greater than 90-days delinquency rate

8.0

10.5

Forbearance rate

12.4

12.8

13.4

Average FFELP Loans

26,364

27,045

29,641

Ending FFELP Loans, net

25,898

26,575

28,952

DISCUSSION OF RESULTS — 3Q26 vs. 3Q25

•

Net income was $22 million compared to $35 million.

•

Net interest income decreased $18 million primarily due to an $18 million benefit (reduced premium amortization) in the year-ago period from a decrease in prepayment rate assumptions as well as the paydown of the loan portfolio.

•

Provision for loan losses remained unchanged at $13 million. The provision for loan losses of $13 million in the current period was primarily the result of an increase in premium allocated to future defaults, as well as the continued extension of the portfolio. The $13 million of provision for loan losses in the year-ago quarter was primarily the result of elevated delinquency balances, our forecasted macroeconomic outlook as well as the continued extension of the portfolio.

Net charge-offs were $11 million compared to $9 million.

Delinquencies greater than 90 days were $1.7 billion compared to $2.5 billion.

Forbearances were $3.1 billion compared to $3.7 billion.

•

Expenses were $3 million lower primarily as a result of the outsourcing of the loan servicing of our portfolio to a third party in 2024. This created a variable cost structure resulting in a reduction in expenses as the portfolio paid down.

SELECTED HISTORICAL FINANCIAL INFORMATION AND RATIOS

QUARTERS ENDED

NINE MONTHS ENDED

(In millions, except per share data)

September 30, 2026

June 30, 2026

September 30, 2025

September 30, 2026

September 30, 2025

GAAP Basis

Net income

(86

)

(75

)

Diluted earnings per common share

.16

.26

(.87

)

.59

(.75

)

Weighted average shares used to compute

diluted earnings per share

100

Return on assets

.13

.22

(.72

.17

(.21

Core Earnings Basis(1)

Net income(1)

(83

)

(36

)

Diluted earnings per common share(1)

.03

.29

(.84

)

.52

(.36

)

Weighted average shares used to compute

diluted earnings per share

100

Net interest margin, Consumer Lending

segment

2.09

2.26

2.39

2.27

2.48

Net interest margin, Federal Education Loans

segment

.69

.68

.84

.67

.72

Return on assets

.03

.24

(.69

.15

(.10

Education Loan Portfolios

Ending Private Education Loans, net

15,254

15,674

15,456

15,254

15,456

Ending FFELP Loans, net

25,898

26,575

28,952

25,898

28,952

Ending total education loans, net

41,152

42,249

44,408

41,152

44,408

Average Private Education Loans

15,980

15,985

15,894

15,974

16,014

Average FFELP Loans

26,364

27,045

29,641

27,097

30,289

Average total education loans

42,344

43,030

45,535

43,071

46,303

(1) Item is a non-GAAP financial measure. For a description and reconciliation, see “Non-GAAP Financial Measures” on pages 18 – 28.

RESULTS OF OPERATIONS

We present the results of operations below first in accordance with GAAP. Following our discussion of earnings results on a GAAP basis, we present our results on a segment basis. We have three reportable operating segments as of September 30, 2026: Consumer Lending, Federal Education Loans and Other. Prior to the divestiture of our healthcare business in third-quarter 2024 and our government services business in first-quarter 2025, we had a fourth reportable operating segment, Business Processing. Our segments operate in distinct business environments and we manage and evaluate the financial performance of our segments using non-GAAP financial measures we call Core Earnings (see “Non-GAAP Financial Measures — Core Earnings” for further discussion).

GAAP INCOME STATEMENTS (UNAUDITED)

September 30, 2026

vs.

June 30, 2026

September 30, 2026

vs.

September 30, 2025

QUARTERS ENDED

Increase

(Decrease)

Increase

(Decrease)

(In millions, except per share data)

September 30, 2026

June 30, 2026

September 30, 2025

Interest income

Private Education Loans

270

273

276

)

FFELP Loans

381

391

484

(10

)

(103

)

(21

)

Personal Loans

—

100

Cash and investments

)

(19

)

Total interest income

669

682

781

(13

)

(112

)

(14

)

Total interest expense

554

560

639

)

(85

)

(13

)

Net interest income

115

122

142

)

(27

)

(19

)

Less: provisions for loan losses

227

168

201

773

Net interest income (loss) after

provisions for loan losses

(112

)

(26

)

(208

)

(217

)

(86

)

(331

)

Other income (loss):

Servicing revenue

—

)

(23

)

Other income

(15

)

(88

)

(80

)

Gains on sales of loans

162

—

162

100

162

100

Net fair value changes of loans

—

100

Gains (losses) on derivative

and hedging activities, net

)

400

225

Total other income

202

174

621

183

963

Expenses:

Operating expenses

105

)

(30

)

(29

)

Goodwill and acquired

intangible asset

impairment and

amortization expense

—

)

(100

)

Restructuring/other

reorganization expenses

)

(33

)

(50

)

Total expenses

110

)

(33

)

(30

)

Income (loss) before income tax

expense

(117

)

(26

)

(67

)

130

111

Income tax expense (benefit)

)

(31

)

(16

)

(114

)

Net income (loss)

(86

)

(10

)

(40

101

117

Basic earnings (loss) per

common share

.16

.27

(.87

)

(.11

)

(41

1.03

118

Diluted earnings (loss) per

common share

.16

.26

(.87

)

(.10

)

(38

1.03

118

Dividends per common share

.16

—

NINE MONTHS ENDED

September 30,

Increase

(Decrease)

(In millions, except per share data)

2026

2025

Interest income

Private Education Loans

820

838

(18

)

FFELP Loans

1,173

1,459

(286

)

(20

)

Personal Loans

—

100

Cash and investments

(13

)

(20

)

Total interest income

2,045

2,361

(316

)

(13

)

Total interest expense

1,677

1,961

(284

)

(14

)

Net interest income

368

400

(32

)

Less: provisions for loan losses

281

236

Net interest income after

provisions for loan losses

164

(77

)

(47

)

Other income (loss):

Servicing revenue

)

(23

)

Asset recovery and business

processing revenue

—

(23

)

(100

)

Other income

(21

)

(48

)

Gains on sales of loans

162

—

162

100

Net fair value changes of loans

—

100

Gains (losses) on derivative and

hedging activities, net

(34

)

132

Total other income

250

177

242

Expenses:

Operating expenses

246

333

(87

)

(26

)

Goodwill and acquired intangible

assets impairment and

amortization expense

150

Restructuring/other

reorganization expenses

)

(33

)

Total expenses

255

341

(86

)

(25

)

Income (loss) before income tax expense

(104

)

186

179

Income tax expense (benefit)

(29

)

190

Net income (loss)

(75

)

131

175

Basic earnings (loss) per

common share

.60

(.75

)

1.35

180

Diluted earnings (loss) per

common share

.59

(.75

)

1.34

179

Dividends per common share

.48

—

GAAP BALANCE SHEETS (UNAUDITED)

(In millions, except per share data)

September 30, 2026

June 30, 2026

September 30, 2025

Assets

Private Education Loans at amortized cost (net of allowance for

loan losses of $299, $263 and $406, respectively)

12,680

15,146

15,456

Private Education Loans at fair value

235

—

Private Education Loans held for sale

2,339

528

—

FFELP Loans at amortized cost (net of allowance for loan losses

of $165, $163 and $186, respectively)

25,898

26,575

28,952

Investments

146

116

147

Cash and cash equivalents

701

770

571

Restricted cash and cash equivalents

1,286

1,369

1,301

Goodwill and acquired intangible assets, net

430

435

Other assets

2,413

2,363

2,444

Total assets

46,128

47,297

49,306

Liabilities

Short-term borrowings

5,751

4,214

4,920

Long-term borrowings

37,429

40,123

41,414

Other liabilities

513

562

533

Total liabilities

43,693

44,899

46,867

Commitments and contingencies

Equity

Series A Junior Participating Preferred Stock, par value $0.20 per share;

2 million shares authorized at December 31, 2021; no shares issued

or outstanding

—

Common stock, par value $0.01 per share; 1.125 billion shares

authorized: 468 million, 468 million and 467 million shares,

respectively, issued

Additional paid-in capital

3,411

3,410

3,398

Accumulated other comprehensive income, net of tax

)

Retained earnings

4,562

4,573

Total stockholders’ equity before treasury stock

8,037

7,990

7,974

Less: Common stock held in treasury at cost: 375 million,

374 million and 369 million shares, respectively

(5,602

)

(5,592

)

(5,535

)

Total equity

2,435

2,398

2,439

Total liabilities and equity

46,128

47,297

49,306

GAAP COMPARISON OF 2026 RESULTS WITH 2025

Three Months Ended September 30, 2026 Compared with Three Months Ended September 30, 2025

For the three months ended September 30, 2026, net income was $15 million, or $0.16 per diluted share, compared with net loss of $86 million, or $0.87 per diluted share, for the year-ago period.

The primary contributors to the change in net income are as follows:

• Net interest income decreased by $27 million primarily due to an $18 million benefit in the year-ago period from a decrease in prepayment rate assumptions on FFELP Loans (reduced premium amortization) as well as the paydown of the FFELP portfolio and the Private Education Loan portfolio's changing product mix with Refinance Education Loans increasing as a percentage of the portfolio. The Refinance Education Loan portfolio earns a lower net interest margin compared to the non-refinance portfolio, due to lower expected credit losses, which reduces the overall net interest margin.

• Provisions for loan losses increased $59 million from $168 million to $227 million.

○ The provision for Private Loan losses increased $59 million from $155 million to $214 million.

○ The provision for FFELP Loan losses remained unchanged at $13 million.

The provision for Private Loan losses of $214 million in the current quarter included $16 million associated with loan originations and $29 million a result of classifying $1.4 billion of Legacy Private Education Loans as held for sale as of September 30, 2026. An additional $211 million of provision in the current quarter primarily relates to recent and forecasted delinquencies and charge-offs persisting at elevated levels for a longer duration than previously anticipated. This was partially offset by a $42 million decrease as a result of classifying $1.0 billion of In-School Education Loans as held for sale as of September 30, 2026. The provision for loan losses of $155 million in the year-ago quarter included $17 million associated with loan originations and $138 million primarily the result of elevated delinquency balances as well as our forecasted macroeconomic outlook.

The provision for FFELP Loan losses of $13 million in the current period was primarily the result of an increase in premium allocated to future defaults, as well as the continued extension of the portfolio. The provision of $13 million in the year-ago quarter was primarily the result of an increase in delinquency balances, our forecasted macroeconomic outlook, as well as the continued extension of the portfolio.

• Other income decreased $8 million primarily related to a $7 million decrease in transition services revenue we had earned related to our various strategic initiatives. The transition services related to the outsourcing of loan servicing and the sale of our healthcare services business ended in May 2025. The transition services related to the sale of our government services business ended in October 2025.

• There were $162 million of gains on sale in the current period related to the sale of $750 million of Legacy Private Education Loans in connection with our broader effort to redeploy capital and align our balance sheet with today's lending products. There were no sales in the year-ago period.

• There were $23 million of net fair value changes of loans related to electing the fair value option for In-School Education Loan originations beginning July 1, 2026. Of the $23 million net fair value changes of loans, $11 million relates to loans disbursed and recorded as loans on our balance sheet and $12 million relates to loan commitments to be disbursed in a future period (with the fair value of the lending commitment recorded in Other Assets on our balance sheet). Valuations of education loans fluctuate based upon many factors including changes in prepayment rates, loss rates and discount rates. As a result, net fair value changes of loans may vary significantly in future periods.

• Net gains on derivative and hedging activities increased $9 million due primarily to interest rate fluctuations. Valuations of derivative instruments fluctuate based upon many factors including changes in interest rates and other market factors. As a result, net gains and losses on derivative and hedging activities may vary significantly in future periods.

• Operating expenses decreased $30 million, $7 million of which was due to a decline in expenses in connection with providing transition services related to our various strategic initiatives. As of October 2025 we had no further obligations to provide these transition services. There was also a $16 million decrease in regulatory-related expenses primarily related to a $16 million benefit in the current period due to insurance proceeds received in connection with prior litigation matters. These decreases were offset by a $12 million increase in seasonal marketing and other expenses associated with the growth of our consumer lending businesses. The remaining $19 million decrease primarily relates to cost saving initiatives implemented, which have reduced our operating costs mostly in connection with our shared service functions and corporate footprint.

• Restructuring and other reorganization expenses decreased $2 million primarily due to a decrease in severance-related costs incurred in connection with the various strategic initiatives that have been and continue to be implemented to simplify the company, continue to reduce our expense base and enhance our flexibility.

• The effective income tax rates for the current and year-ago quarters were (18)% and 27%, respectively. The decrease in the effective income tax rate in the current quarter is due to changes in the valuation allowance attributed to state operating loss carryovers.

We repurchased 1.1 million and 2.0 million shares of our common stock during the third quarters of 2026 and 2025, respectively. As a result of repurchases, our average outstanding diluted shares decreased by 4 million common shares (or 4%) from the year-ago period.

Nine Months Ended September 30, 2026 Compared with Nine Months Ended September 30, 2025

For the nine months ended September 30, 2026, net income was $56 million, or $0.59 per diluted share, compared with net loss of $75 million, or $0.75 per diluted share, for the year-ago period.

The primary contributors to the change in net income are as follows:

• Net interest income decreased by $32 million primarily due to the paydown of the FFELP portfolio and the Private Education Loan portfolio's changing product mix with Refinance Education Loans increasing as a percentage of the portfolio. The Refinance Education Loan portfolio earns a lower net interest margin compared to the non-refinance portfolio, due to lower expected credit losses, which reduces the overall net interest margin. In addition, there was an $18 million benefit in the year-ago period from a decrease in prepayment rate assumptions on FFELP Loans (reduced premium amortization). This was partially offset by a $21 million increase in mark-to-market gains on fair value hedges recorded in interest expense.

• Provisions for loan losses increased $45 million from $236 million to $281 million.

○ The provision for Private Loan losses increased $44 million from $207 million to $251 million.

○ The provision for FFELP Loan losses increased $1 million from $29 million to $30 million.

The provision for Private Loan losses of $251 million in the current period included $42 million associated with loan originations and $10 million a result of classifying $2.0 billion of Legacy Private Education Loans as held for sale during the period. An additional $241 million of provision in the current period primarily relates to recent and forecasted delinquencies and charge-offs persisting at elevated levels for a longer duration than previously anticipated. This was partially offset by a $42 million decrease as a result of classifying $1.0 billion of In-School Education Loans as held for sale as of September 30, 2026. The provision of $207 million in the year-ago period included $32 million associated with loan originations and $175 million primarily the result of elevated delinquency balances as well as our forecasted macroeconomic outlook.

The provision for FFELP Loan losses of $30 million in the current period was primarily the result of increased charge-offs due to prior disaster forbearance volume, as well as the continued extension of the portfolio. The provision of $29 million in the year-ago period was primarily the result of an increase in delinquency balances, our forecasted macroeconomic outlook, as well as the continued extension of the portfolio.

• Asset recovery and business processing revenue decreased $23 million as a result of the sale of our government services business in February 2025. With the sale of our government services business, Navient no longer provides business processing segment services.

• Other income decreased $21 million primarily related to a $32 million decrease in transition services revenue we had earned related to our various strategic initiatives. The transition services related to the outsourcing of loan servicing and the sale of our healthcare services business ended in May 2025. The transition services related to the sale of our government services business ended in October 2025. This $32 million decrease was partially offset by a $12 million gain on an investment in the current period.

• There were $23 million of net fair value changes of loans related to electing the fair value option accounting model for In-School Education Loan originations beginning July 1, 2026. Of the $23 million net fair value changes of loans, $11 million relates to loans disbursed and recorded as loans on our balance sheet and $12 million relates to loan commitments to be disbursed in a future period (with the fair value of the lending commitment recorded in Other Assets on our balance sheet). Valuations of education loans fluctuate based upon many factors including changes in prepayment rates, loss rates and discount rates. As a result, net fair value changes of loans may vary significantly in future periods.

• Net gains on derivative and hedging activities increased $45 million due primarily to interest rate fluctuations. Valuations of derivative instruments fluctuate based upon many factors including changes in interest rates and other market factors. As a result, net gains and losses on derivative and hedging activities may vary significantly in future periods.

• Operating expenses decreased $87 million, $23 million of which was due to a decline in business processing expenses as a result of the sale of our government services business in February 2025 ($20 million of the reduction is in the Business Processing segment and $3 million of the reduction is in the Other segment). In addition, there was a $30 million decline in expenses in connection with providing transition services related to our various strategic initiatives. As of October 2025, we had no further obligations to provide these transition services. There was also a $17 million decrease in regulatory-related expenses primarily related to a $16 million benefit in the current period due to insurance proceeds received in connection with prior litigation matters. These decreases were offset by a $23 million increase in marketing and other expenses associated with the growth of our consumer lending businesses. The remaining $40 million decrease primarily relates to cost saving initiatives implemented, which have reduced our operating costs mostly in connection with our shared service functions and corporate footprint.

We repurchased 3.7 million and 6.4 million shares of our common stock during the nine months ended September 30, 2026 and September 30, 2025, respectively. As a result of repurchases, our average outstanding diluted shares decreased by 5 million common shares (or 5%) from the year-ago period.

PRIVATE EDUCATION LOANS PORTFOLIO PERFORMANCE

Private Education Loan Delinquencies and Forbearance

September 30,

June 30,

September 30,

2026

2025

(Dollars in millions)

Balance

Loans in-school/grace/deferment(1)

216

357

402

Loans in forbearance(2)

244

271

239

Loans in repayment and percentage

of each status:

Loans current

11,881

94.9

13,985

94.6

14,291

93.9

Loans delinquent 31-60 days(3)

233

1.9

279

1.9

315

2.1

Loans delinquent 61-90 days(3)

131

1.0

168

1.1

182

1.2

Loans delinquent greater than

90 days(3)

274

2.2

349

2.4

433

2.8

Total Private Education Loans in

repayment

12,519

100

14,781

100

15,221

100

Total Private Education Loans, gross (5)

12,979

15,409

15,862

Private Education Loan allowance for

loan losses

(299

)

(263

)

(406

)

Private Education Loans, net

12,680

15,146

15,456

Percentage of Private Education

Loans in repayment

96.5

95.9

96.0

Delinquencies as a percentage of

Private Education Loans in

repayment

5.1

5.4

6.1

Loans in forbearance as a percentage

of loans in repayment and

forbearance

1.9

1.8

1.5

Percentage of Private Education

Loans with a cosigner(4)

(1) Loans for customers who are attending school or are in other permitted educational activities and are not yet required to make payments on their

loans, e.g., loans for customers who have requested and qualify for other permitted program deferments such as various military eligible deferments.

(2) Loans for customers who have requested extension of grace period generally during employment transition or who have temporarily ceased making

full payments due to hardship or other factors such as disaster relief consistent with established loan program servicing policies and procedures.

(3) The period of delinquency is based on the number of days scheduled payments are contractually past due.

(4) Excluding Refinance Education Loans, the cosigner rate was 65%, 66% and 67% for third-quarter 2026, second-quarter 2026 and third-quarter 2025, respectively.

(5) September 30, 2026 excludes $2.4 billion of Private Education Loans that were classified as held for sale as of September 30, 2026 and $235 million of In-School Education Loans carried at fair value. June 30, 2026 excludes $528 million of Legacy Private Education Loans classified as held for sale as of June 30, 2026.

ALLOWANCE FOR LOAN LOSSES – EDUCATION LOANS

QUARTER ENDED

September 30, 2026

(Dollars in millions)

Private Education Loans

FFELP

Loans

Total

Allowance at beginning of period

263

163

426

Total provision

210

223

Charge-offs:

Gross charge-offs

(68

)

(11

)

(79

)

Expected future recoveries on current period gross charge-offs

—

Net charge-offs(1)

(59

)

(11

)

(70

)

Write off in connection with classification of loans as held for sale(2)

(121

)

—

(121

)

Decrease in expected future recoveries on previously fully charged-off loans(3)

—

Allowance at end of period (GAAP)

299

165

464

Plus: expected future recoveries on previously fully charged-off loans(3)

157

—

157

Allowance at end of period excluding expected future recoveries on previously fully

charged-off loans (Non-GAAP Financial Measure)(4)

456

165

621

Net charge-offs as a percentage of average loans in repayment (annualized) (5)

1.49

.20

Allowance coverage of charge-offs (annualized)(4) (5)

2.4

3.7

(Non-GAAP)

Allowance as a percentage of the ending total loan balance(4) (5)

3.5

(Non-GAAP)

Allowance as a percentage of the ending loans in repayment(4) (5)

3.6

(Non-GAAP)

Ending total loans(5)

12,979

26,063

Average loans in repayment(5)

12,613

22,022

Ending loans in repayment(5)

12,519

21,872

QUARTER ENDED

June 30, 2026

(Dollars in millions)

Private Education Loans

FFELP

Loans

Total

Allowance at beginning of period

314

165

479

Total provision

Charge-offs:

—

Gross charge-offs

(82

)

(10

)

(92

)

Expected future recoveries on current period gross charge-offs

—

Net charge-offs(1)

(71

)

(10

)

(81

)

Decrease in expected future recoveries on previously fully charged-off loans(3)

—

Allowance at end of period (GAAP)

263

163

426

Plus: expected future recoveries on previously fully charged-off loans(3)

163

—

163

Allowance at end of period excluding expected future recoveries on previously fully

charged-off loans (Non-GAAP Financial Measure)(4)

426

163

589

Net charge-offs as a percentage of average loans in repayment (annualized) (5)

1.84

.18

Allowance coverage of charge-offs (annualized)(4)(5)

1.6

4.0

(Non-GAAP)

Allowance as a percentage of the ending total loan balance(4)(5)

2.8

(Non-GAAP)

Allowance as a percentage of the ending loans in repayment(4)(5)

2.9

(Non-GAAP)

Ending total loans(5)

15,409

26,738

Average loans in repayment(5)

14,803

22,478

Ending loans in repayment(5)

14,781

22,324

QUARTER ENDED

September 30, 2025

(Dollars in millions)

Private Education Loans

FFELP

Loans

Total

Allowance at beginning of period

348

182

530

Total provision

155

168

Charge-offs:

Gross charge-offs

(112

)

(121

)

Expected future recoveries on current period gross charge-offs

—

Net charge-offs(1)

(96

)

(105

)

Decrease in expected future recoveries on previously fully charged-off loans(3)

)

—

)

Allowance at end of period (GAAP)

406

186

592

Plus: expected future recoveries on previously fully charged-off loans(3)

173

—

173

Allowance at end of period excluding expected future recoveries on previously fully

charged-off loans (Non-GAAP Financial Measure)(4)

579

186

765

Net charge-offs as a percentage of average loans in repayment (annualized) (5)

2.50

.15

Allowance coverage of charge-offs (annualized)(4)(5)

1.5

5.1

(Non-GAAP)

Allowance as a percentage of the ending total loan balance(4)(5)

3.7

(Non-GAAP)

Allowance as a percentage of the ending loans in repayment(4)(5)

3.8

(Non-GAAP)

Ending total loans(5)

15,862

29,138

Average loans in repayment(5)

15,259

24,527

Ending loans in repayment(5)

15,221

24,136

NINE MONTHS ENDED

September 30, 2026

(Dollars in millions)

Private Education Loans

FFELP

Loans

Total

Allowance at beginning of period

364

173

537

Total provision

245

275

Charge-offs:

Gross charge-offs

(233

)

(38

)

(271

)

Expected future recoveries on current period gross charge-offs

—

Net charge-offs(1)

(202

)

(38

)

(240

)

Write off in connection with classification of loans as held for sale(2)

(121

)

—

(121

)

Decrease in expected future recoveries on previously fully charged-off loans(3)

—

Allowance at end of period (GAAP)

299

165

464

Plus: expected future recoveries on previously fully charged-off loans(3)

157

—

157

Allowance at end of period excluding expected future recoveries on previously fully

charged-off loans (Non-GAAP Financial Measure)(4)

456

165

621

Net charge-offs as a percentage of average loans in repayment (annualized) (5)

1.65

.23

Allowance coverage of charge-offs (annualized)(4) (5)

2.2

3.2

(Non-GAAP)

Allowance as a percentage of the ending total loan balance(4) (5)

3.5

(Non-GAAP)

Allowance as a percentage of the ending loans in repayment(4) (5)

3.6

(Non-GAAP)

Ending total loans(5)

12,979

26,063

Average loans in repayment(5)

12,450

22,571

Ending loans in repayment(5)

12,519

21,872

NINE MONTHS ENDED

September 30, 2025

(Dollars in millions)

Private Education Loans

FFELP

Loans

Total

Allowance at beginning of period

441

180

621

Total provision

207

236

Charge-offs:

Gross charge-offs

(287

)

(23

)

(310

)

Expected future recoveries on current period gross charge-offs

—

Net charge-offs(1)

(248

)

(23

)

(271

)

Decrease in expected future recoveries on previously fully charged-off loans(3)

—

Allowance at end of period (GAAP)

406

186

592

Plus: expected future recoveries on previously fully charged-off loans(3)

173

—

173

Allowance at end of period excluding expected future recoveries on previously fully

charged-off loans (Non-GAAP Financial Measure)(4)

579

186

765

Net charge-offs as a percentage of average loans in repayment (annualized) (5)

2.16

.13

Allowance coverage of charge-offs (annualized)(4) (5)

1.7

5.8

(Non-GAAP)

Allowance as a percentage of the ending total loan balance(4) (5)

3.7

(Non-GAAP)

Allowance as a percentage of the ending loans in repayment(4) (5)

3.8

(Non-GAAP)

Ending total loans(5)

15,862

29,138

Average loans in repayment(5)

15,368

25,036

Ending loans in repayment(5)

15,221

24,136

(1) Charge-offs are reported net of expected recoveries. For Private Education Loans, we charge off the estimated loss of a defaulted loan balance by charging off the entire defaulted loan balance and estimating recoveries on a pool basis. These estimated recoveries are referred to as “expected future recoveries on previously fully charged-off loans.” For FFELP Loans, the recovery is received at the time of charge-off.

(2) Three and nine months ended September 30, 2026 include $121 million of write-offs related to $1.4 billion of Legacy Private Education Loans that were classified as held for sale as of September 30, 2026. When loans are first classified as held for sale, if the fair value is lower than the carrying value then the expected losses related to credit are first recorded as provision for loan losses and the allowance for loan losses associated with those items is written off, establishing a new cost basis.

(3) At the end of each month, for Private Education Loans that are 212 or more days past due, we charge off the estimated loss of a defaulted loan balance by charging off the entire loan balance and estimating recoveries on a pool basis. These estimated recoveries are referred to as “expected future recoveries on previously fully charged-off loans.” If actual periodic recoveries are less than expected, the difference is immediately reflected as a reduction to expected future recoveries on previously fully charged-off loans. If actual periodic recoveries are greater than expected, they will be reflected as a recovery through the allowance for Private Education Loan losses once the cumulative recovery amount exceeds the cumulative amount originally expected to be recovered. The following table summarizes the activity in the expected future recoveries on previously fully charged-off loans:

QUARTERS ENDED

NINE MONTHS ENDED

(Dollars in millions)

September 30, 2026

June 30, 2026

September 30, 2025

September 30, 2026

September 30, 2025

Beginning of period expected future recoveries on previously fully charged-off loans

163

166

172

170

179

Expected future recoveries of current period defaults

Recoveries (cash collected)

)

(10

)

(29

)

(30

)

Charge-offs (as a result of lower recovery expectations)

)

(15

)

(15

)

End of period expected future recoveries on previously fully charged-off loans

157

163

173

157

173

Change in balance during period

)

(13

)

(4) For Private Education Loans, the item is a non-GAAP financial measure. For a description and reconciliation, see “Non-GAAP Financial Measures.”

(5) Three and nine months ended September 30, 2026 exclude $2.4 billion of Private Education Loans that were classified as held for sale as of September 30, 2026 and $235 million of In-School Education Loans carried at fair value, and their corresponding charge-offs. Second-quarter 2026 excludes $528 million of Legacy Private Education Loans, and the corresponding charge-offs, that were classified as held for sale as of June 30, 2026.

LIQUIDITY AND CAPITAL RESOURCES

We expect to fund our ongoing liquidity needs, including the repayment of $0.7 billion of senior unsecured notes that mature in the short term (i.e., over the next 12 months) and the remaining $4.6 billion of senior unsecured notes that mature in the long term (from 2027 to 2043 with 78% maturing by 2032), through a number of sources. These sources include our cash on hand, unencumbered FFELP Loan and Refinance Education Loan portfolios (see “Sources of Primary Liquidity” below), the predictable operating cash flows provided by operating activities, the repayment of principal on unencumbered education loan assets, and the distribution of overcollateralization from our securitization trusts. We may also, depending on market conditions and availability, draw down on our secured FFELP Loan and Private Education Loan asset-backed commercial paper (ABCP) facilities, issue term asset-backed securities (ABS), enter into additional Private Education Loan and FFELP Loan ABS repurchase facilities, or issue additional unsecured debt.

We originate Consumer Loans (a portion of which is obtained through a forward purchase agreement). We also have purchased and may purchase, in future periods, Private Education Loan portfolios from third parties. Those originations and purchases are part of our ongoing liquidity needs. We repurchased 1.1 million shares of common stock for $10 million in the third quarter of 2026.

SOURCES OF LIQUIDITY

Sources of Primary Liquidity

(Dollars in millions)

September 30, 2026

June 30, 2026

September 30, 2025

Ending Balances:

Unrestricted cash

701

770

571

Unencumbered Refinance Education Loans

175

314

515

Unencumbered In-School Education Loans

Unencumbered FFELP Loans

Total

932

1,131

1,167

QUARTERS ENDED

NINE MONTHS ENDED

(Dollars in millions)

September 30, 2026

June 30, 2026

September 30, 2025

September 30, 2026

September 30, 2025

Average Balances:

Unrestricted cash

621

686

604

620

640

Unencumbered Refinance

Education Loans

468

665

592

607

542

Unencumbered In-School

Education Loans

Unencumbered FFELP Loans

Total

1,152

1,428

1,262

1,296

1,307

Sources of Additional Liquidity

Liquidity may also be available under our secured credit facilities. Maximum borrowing capacity under the FFELP Loan and Private Education Loan ABCP facilities will vary and be subject to each agreement’s borrowing conditions, including, among others, facility size, current usage and availability of qualifying collateral from unencumbered loans. The following tables detail the additional borrowing capacity of these facilities with maturity dates ranging from November 2026 to April 2028.

(Dollars in millions)

September 30, 2026

June 30, 2026

September 30, 2025

Ending Balances:

Private Education Loan ABCP facilities

890

1,841

1,882

FFELP Loan ABCP facilities

113

—

178

Total

1,003

1,841

2,060

QUARTERS ENDED

NINE MONTHS ENDED

(Dollars in millions)

September 30, 2026

June 30, 2026

September 30, 2025

September 30, 2026

September 30, 2025

Average Balances:

Private Education Loan ABCP facilities

1,607

1,678

1,695

1,648

1,586

FFELP Loan ABCP facilities

134

184

129

250

Total

1,697

1,812

1,879

1,777

1,836

At September 30, 2026, we had a total of $2.5 billion of unencumbered tangible assets inclusive of those listed in the table above as sources of primary liquidity. Total unencumbered education loans comprised $912 million of our unencumbered tangible assets of which $867 million and $45 million related to Private Education Loans and FFELP Loans, respectively. In addition, as of September 30, 2026, we had $5.0 billion of encumbered net assets (i.e., overcollateralization) in our various financing facilities (consolidated variable interest entities). We enter into repurchase facilities at times to borrow against the encumbered net assets of these financing vehicles. As of September 30, 2026, $0.5 billion of repurchase facility borrowings were outstanding.

The following table reconciles encumbered and unencumbered assets and their net impact on total Tangible Equity.

(Dollars in billions)

September 30, 2026

June 30, 2026

September 30, 2025

Net assets of consolidated variable interest entities

(encumbered assets) — Private Education Loans

2.5

2.3

2.0

Net assets of consolidated variable interest entities

(encumbered assets) — FFELP Loans

2.5

2.6

2.7

Tangible unencumbered assets(1)

2.5

2.7

2.8

Senior unsecured debt

(5.3

)

(5.3

)

(5.3

)

Mark-to-market on unsecured hedged debt(2)

—

Other liabilities, net

(.4

)

(.3

)

(.2

)

Total Tangible Equity (3)

2.0

(1) Excludes goodwill and acquired intangible assets.

(2) At September 30, 2026, June 30, 2026, and September 30, 2025, there were $(174) million, $(78) million and $(53) million, respectively, of net gains (losses) on derivatives hedging this debt in unencumbered assets, which partially offset these gains (losses).

(3) Item is a non-GAAP financial measure. For a description and reconciliation, see “Non-GAAP Financial Measures.”

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. We present the following non-GAAP financial measures: (1) Core Earnings, (2) Tangible Equity (as well as the Adjusted Tangible Equity Ratio) and (3) Allowance for Loan Losses Excluding Expected Future Recoveries on Previously Fully Charged-off Loans. Definitions for the non-GAAP financial measures and reconciliations are provided below, except that 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.

1. Core Earnings

We prepare financial statements and present financial results in accordance with GAAP. However, we also evaluate our business segments and present financial results on a basis that differs from GAAP. We refer to this different basis of presentation as Core Earnings. We provide this Core Earnings basis of presentation on a consolidated basis and for each business segment because this is what we review internally when making management decisions regarding our performance and how we allocate resources. We also refer to this information in our presentations with credit rating agencies, lenders and investors. Because our Core Earnings basis of presentation corresponds to our segment financial presentations, we are required by GAAP to provide certain Core Earnings disclosures in the notes to our consolidated financial statements for our business segments.

Core Earnings are not a substitute for reported results under GAAP. We use Core Earnings to manage our business segments because Core Earnings reflect adjustments to GAAP financial results for two items, discussed below, that can create significant volatility mostly due to timing factors generally beyond the control of management. Accordingly, we believe that Core Earnings provide management with a useful basis from which to better evaluate results from ongoing operations against the business plan or against results from prior periods. Consequently, we disclose this information because we believe it provides investors with additional information regarding the operational and performance indicators that are most closely assessed by management. When compared to GAAP results, the two items we remove to result in our Core Earnings presentations are:

(1) Mark-to-market gains/losses resulting from our use of derivative instruments to hedge our economic risks that do not qualify for hedge accounting treatment or do qualify for hedge accounting treatment but result in ineffectiveness; and

(2) The accounting for goodwill and acquired intangible assets.

While GAAP provides a uniform, comprehensive basis of accounting, for the reasons described above, our Core Earnings basis of presentation does not. Core Earnings are subject to certain general and specific limitations that investors should carefully consider. For example, there is no comprehensive, authoritative guidance for management reporting. Our Core Earnings are not defined terms within GAAP and may not be comparable to similarly titled measures reported by other companies. Accordingly, our Core Earnings presentation does not represent a comprehensive basis of accounting. Investors, therefore, may not be able to compare our performance with that of other financial services companies based upon Core Earnings. Core Earnings results are only meant to supplement GAAP results by providing additional information regarding the operational and performance indicators that are most closely used by management, our Board of Directors, credit rating agencies, lenders and investors to assess performance.

The following tables show our consolidated GAAP results, Core Earnings results (including for each reportable segment) along with the adjustments made to the income/expense items to reconcile the consolidated GAAP results to the Core Earnings results as required by GAAP.

QUARTER ENDED SEPTEMBER 30, 2026

Adjustments

Reportable Segments

(Dollars in millions)

Total

GAAP

Reclassi-

fications

Additions/

(Subtractions)

Total

Adjustments (1)

Total

Core

Earnings

Consumer Lending

Federal Education Loans

Business Processing

Other

Interest income:

Education loans

651

270

381

—

Personal Loans

—

Cash and investments

—

Total interest income

669

276

389

—

Total interest expense

554

189

342

—

Net interest income

(loss)

115

—

)

111

—

(23

)

Less: provisions for loan

losses

227

214

—

Net interest income

(loss) after provisions

for loan losses

(112

)

(127

)

—

(23

)

Other income (loss):

Servicing revenue

—

Asset recovery and

business processing

revenue

—

Other revenue

—

Gains on sales of loans

162

—

Net fair value changes of loans

—

Total other income

202

—

)

197

187

—

Expenses:

Direct operating

expenses

—

Unallocated shared

services expenses

—

Operating expenses

—

Goodwill and acquired

intangible asset

impairment and

amortization

—

Restructuring/other

reorganization

expenses

—

Total expenses

—

Income (loss) before

income tax expense

(benefit)

—

)

—

(28

)

Income tax expense

(benefit)(2)

)

—

)

Net income (loss)

—

(12

)

(12

)

—

(21

)

(1) Core Earnings adjustments to GAAP:

QUARTER ENDED SEPTEMBER 30, 2026

(Dollars in millions)

Net Impact of

Derivative

Accounting

Net Impact of

Goodwill and

Acquired

Intangibles

Total

Net interest income (loss) after provisions for loan losses

)

—

)

Total other income

)

—

)

Goodwill and acquired intangible asset impairment and amortization

—

Total Core Earnings adjustments to GAAP

)

—

)

Income tax expense (benefit)

Net income (loss)

(12

)

(2) Income taxes are based on a percentage of net income before tax for the individual reportable segment.

QUARTER ENDED JUNE 30, 2026

Adjustments

Reportable Segments

(Dollars in millions)

Total

GAAP

Reclassi-

fications

Additions/

(Subtractions)

Total

Adjustments(1)

Total

Core

Earnings

Consumer Lending

Federal Education Loans

Business Processing

Other

Interest income:

Education loans

664

273

391

—

Cash and investments

—

Total interest income

682

278

399

—

Total interest expense

560

185

351

—

Net interest income

(loss)

122

)

120

—

(21

)

Less: provisions for loan

losses

—

Net interest income

(loss) after provisions

for loan losses

—

(21

)

Other income (loss):

Servicing revenue

—

Asset recovery and

business processing

revenue

—

Other revenue

—

Total other income

)

—

)

—

Expenses:

Direct operating

expenses

—

Unallocated shared

services expenses

—

Operating expenses

—

Goodwill and acquired

intangible asset

impairment and

amortization

—

Restructuring/other

reorganization

expenses

—

Total expenses

—

Income (loss) before

income tax expense

(benefit)

—

)

—

(32

)

Income tax expense

(benefit)(2)

—

)

—

)

Net income (loss)

—

(26

)

(1) Core Earnings adjustments to GAAP:

QUARTER ENDED JUNE 30, 2026

(Dollars in millions)

Net Impact of

Derivative

Accounting

Net Impact of

Goodwill and

Acquired

Intangibles

Total

Net interest income (loss) after provisions for loan losses

)

—

)

Total other income

)

—

)

Goodwill and acquired intangible asset impairment and amortization

—

Total Core Earnings adjustments to GAAP

)

—

)

Income tax expense (benefit)

)

Net income (loss)

(2) Income taxes are based on a percentage of net income before tax for the individual reportable segment.

QUARTER ENDED SEPTEMBER 30, 2025

Adjustments

Reportable Segments

(Dollars in millions)

Total

GAAP

Reclassi-

fications

Additions/

(Subtractions)

Total

Adjustments (1)

Total

Core

Earnings

Consumer Lending

Federal Education Loans

Business Processing

Other

Interest income:

Education loans

760

276

484

—

Cash and investments

—

Total interest income

781

281

494

—

Total interest expense

639

183

429

—

Net interest income

(loss)

142

—

146

—

(17

)

Less: provisions for loan

losses

168

155

—

Net interest income

(loss) after provisions

for loan losses

(26

)

(57

)

—

(17

)

Other income (loss):

Servicing revenue

—

Asset recovery and

business processing

revenue

—

Other revenue (loss)

—

Total other income

)

—

Expenses:

Direct operating

expenses

—

Unallocated shared

services expenses

—

Operating expenses

105

—

105

—

Goodwill and acquired

intangible asset

impairment and

amortization

—

)

—

Restructuring/other

reorganization

expenses

—

Total expenses

110

—

)

109

—

Income (loss) before

income tax expense

(benefit)

(117

)

—

(108

)

(99

)

—

(55

)

Income tax expense

(benefit)(2)

(31

)

—

(25

)

(23

)

—

(13

)

Net income (loss)

(86

)

—

(83

)

(76

)

—

(42

)

(1) Core Earnings adjustments to GAAP:

QUARTER ENDED SEPTEMBER 30, 2025

(Dollars in millions)

Net Impact of

Derivative

Accounting

Net Impact of

Goodwill and

Acquired

Intangibles

Total

Net interest income (loss) after provisions for loan losses

—

Total other income

—

Goodwill and acquired intangible asset impairment and amortization

—

)

Total Core Earnings adjustments to GAAP

Income tax expense (benefit)

Net income (loss)

(2) Income taxes are based on a percentage of net income before tax for the individual reportable segment.

NINE MONTHS ENDED SEPTEMBER 30, 2026

Adjustments

Reportable Segments

(Dollars in millions)

Total

GAAP

Reclassi-

fications

Additions/

(Subtractions)

Total

Adjustments(1)

Total

Core

Earnings

Consumer Lending

Federal Education Loans

Business Processing

Other

Interest income:

Education loans

1,993

820

1,173

—

Personal Loans

—

Cash and investments

—

Total interest income

2,045

835

1,197

—

Total interest expense

1,677

553

1,056

—

Net interest income

(loss)

368

(14

)

(11

)

357

282

141

—

(66

)

Less: provisions for loan

losses

281

251

—

Net interest income

(loss) after provisions

for loan losses

111

—

(66

)

Other income (loss):

Servicing revenue

—

Asset recovery and

business processing

revenue

—

Other revenue

—

Gains on sales of loans

162

—

Net fair value changes of loans

—

Total other income

250

)

(11

)

239

192

—

Expenses:

Direct operating

expenses

182

138

—

Unallocated shared

services expenses

—

Operating expenses

246

—

246

138

—

Goodwill and acquired

intangible asset

impairment and

amortization

—

)

—

Restructuring/other

reorganization

expenses

—

Total expenses

255

—

)

250

138

—

Income (loss) before

income tax expense

(benefit)

(17

)

(17

)

—

(111

)

Income tax expense

(benefit)(2)

—

(11

)

(11

)

—

(26

)

Net income (loss)

—

)

—

(85

)

(1) Core Earnings adjustments to GAAP:

NINE MONTHS ENDED SEPTEMBER 30, 2026

(Dollars in millions)

Net Impact of

Derivative

Accounting

Net Impact of

Goodwill and

Acquired

Intangibles

Total

Net interest income (loss) after provisions for loan losses

(11

)

—

(11

)

Total other income

(11

)

—

(11

)

Goodwill and acquired intangible asset impairment and amortization

—

)

Total Core Earnings adjustments to GAAP

(22

)

(17

)

Income tax expense (benefit)

(11

)

Net income (loss)

)

(2) Income taxes are based on a percentage of net income before tax for the individual reportable segment.

NINE MONTHS ENDED SEPTEMBER 30, 2025

Adjustments

Reportable Segments

(Dollars in millions)

Total

GAAP

Reclassi-

fications

Additions/

(Subtractions)

Total

Adjustments (1)

Total

Core

Earnings

Consumer Lending

Federal Education Loans

Business Processing

Other

Interest income:

Education loans

2,297

838

1,459

—

Cash and investments

—

Total interest income

2,361

853

1,489

—

Total interest expense

1,961

547

1,321

—

Net interest income

(loss)

400

421

306

168

—

(53

)

Less: provisions for loan

losses

236

207

—

Net interest income

(loss) after provisions

for loan losses

164

139

—

(53

)

Other income (loss):

Servicing revenue

—

Asset recovery and

business processing

revenue

—

Other revenue (loss)

)

—

Total other income

(15

)

107

Expenses:

Direct operating

expenses

189

115

—

Unallocated shared

services expenses

144

—

144

Operating expenses

333

—

333

115

144

Goodwill and acquired

intangible asset

impairment and

amortization

—

)

—

Restructuring/other

reorganization

expenses

—

Total expenses

341

—

)

339

115

150

Income (loss) before

income tax expense

(benefit)

(104

)

—

(47

)

116

(159

)

Income tax expense

(benefit)(2)

(29

)

—

(11

)

(36

)

Net income (loss)

(75

)

—

(36

)

(123

)

(1) Core Earnings adjustments to GAAP:

NINE MONTHS ENDED SEPTEMBER 30, 2025

(Dollars in millions)

Net Impact of

Derivative

Accounting

Net Impact of

Goodwill and

Acquired

Intangibles

Total

Net interest income (loss) after provisions for loan losses

—

Total other income

—

Goodwill and acquired intangible asset impairment and amortization

—

)

Total Core Earnings adjustments to GAAP

Income tax expense (benefit)

Net income (loss)

(2) Income taxes are based on a percentage of net income before tax for the individual reportable segment.

The following discussion summarizes the differences between GAAP and Core Earnings net income and details each specific adjustment required to reconcile our GAAP earnings to our Core Earnings segment presentation.

QUARTERS ENDED

NINE MONTHS ENDED

(Dollars in millions)

September 30, 2026

June 30, 2026

September 30, 2025

September 30, 2026

September 30, 2025

GAAP net income

(86

)

(75

)

Core Earnings adjustments to GAAP:

Net impact of derivative accounting

)

(22

)

Net impact of goodwill and acquired

intangible assets

—

Net tax effect

)

(18

)

Total Core Earnings adjustments to GAAP

(12

)

Core Earnings net income

(83

)

(36

)

(1) Derivative Accounting: Core Earnings exclude periodic gains and losses that are caused by the mark-to-market valuations on derivatives that do not qualify for hedge accounting treatment under GAAP, as well as the periodic mark-to-market gains and losses that are a result of ineffectiveness recognized related to effective hedges under GAAP. Under GAAP, for our derivatives that are held to maturity, the mark-to-market gain or loss over the life of the contract will equal $0. In our Core Earnings presentation, we recognize the economic effect of these hedges, which generally results in any net settlement cash paid or received being recognized ratably as an interest expense or revenue over the hedged item’s life.

The table below quantifies the adjustments for derivative accounting between GAAP and Core Earnings net income.

QUARTERS ENDED

NINE MONTHS ENDED

(Dollars in millions)

September 30, 2026

June 30, 2026

September 30, 2025

September 30, 2026

September 30, 2025

Core Earnings derivative adjustments:

(Gains) losses on derivative and hedging

activities, net, included in other income

)

(11

)

Plus: (Gains) losses on fair value hedging

activity included in interest expense

)

(21

)

—

Total (gains) losses in GAAP net income

(14

)

(32

)

Plus: Reclassification of settlement income

(expense) on derivative and hedging

activities, net(1)

—

Mark-to-market (gains) losses on derivative

and hedging activities, net(2)

(14

)

(29

)

Other derivative accounting adjustments(3)

Total net impact of derivative accounting

)

(22

)

(1)

Derivative accounting requires net settlement income/expense on derivatives that do not qualify as hedges to be recorded in a separate income

statement line item below net interest income. Under our Core Earnings presentation, these settlements are reclassified to the income statement line item of the economically hedged item. For our Core Earnings net interest income, this would primarily include reclassifying the net settlement

amounts related to certain of our interest rate swaps to debt interest expense. The table below summarizes these net settlements on derivative and

hedging activities and the associated reclassification on a Core Earnings basis.

QUARTERS ENDED

NINE MONTHS ENDED

(Dollars in millions)

September 30, 2026

June 30, 2026

September 30, 2025

September 30, 2026

September 30, 2025

Reclassification of settlements

on derivative and hedging

activities:

Net settlement income (expense)

on interest rate swaps

reclassified to net interest income

—

Total reclassifications of settlement

income (expense) on derivative

and hedging activities

—

(2) “Mark-to-market (gains) on derivative and hedging activities, net” is comprised of the following:

QUARTERS ENDED

NINE MONTHS ENDED

(Dollars in millions)

September 30, 2026

June 30, 2026

September 30, 2025

September 30, 2026

September 30, 2025

Fair value hedges

)

(10

)

Foreign currency hedges

)

(11

)

Other (a)

)

—

)

Total mark-to-market (gains)

losses on derivative and

hedging activities, net

(14

)

(29

)

(a) Primarily derivatives that are used to economically hedge the origination of fixed rate Private Education Loans that don’t qualify for hedge accounting. We believe that these derivatives are effective economic hedges,and as such, are a critical element of our interest rate risk management strategy.

(3) Other derivative accounting adjustments consist of adjustments related to certain terminated derivatives that did not receive hedge accounting treatment under GAAP but were economic hedges under Core Earnings and, as a result, such gains or losses are amortized into Core Earnings over the life of the hedged item:

Cumulative Impact of Derivative Accounting under GAAP compared to Core Earnings

As of September 30, 2026, derivative accounting has increased GAAP equity by approximately $35 million as a result of cumulative net mark-to-market losses (after tax) recognized under GAAP, but not in Core Earnings. The following table rolls forward the cumulative impact to GAAP equity due to these after-tax mark-to-market net gains and losses related to derivative accounting.

QUARTERS ENDED

NINE MONTHS ENDED

(Dollars in millions)

September 30, 2026

June 30, 2026

September 30, 2025

September 30, 2026

September 30, 2025

Beginning impact of derivative

accounting on GAAP equity

(17

)

(28

)

(30

)

(39

)

Net impact of net mark-to-market

gains (losses) under derivative

accounting(1)

)

(45

)

Ending impact of derivative

accounting on GAAP equity

(17

)

(37

)

(37

)

(1)

Net impact of net mark-to-market gains (losses) under derivative accounting is composed of the following:

QUARTERS ENDED

NINE MONTHS ENDED

(Dollars in millions)

September 30, 2026

June 30, 2026

September 30, 2025

September 30, 2026

September 30, 2025

Total pre-tax net impact of derivative

accounting recognized in net

income(2)

)

(55

)

Tax and other impacts of derivative

accounting adjustments

)

Change in mark-to-market gains

(losses) on derivatives, net of tax

recognized in other comprehensive

income

)

Net impact of net mark-to-market

gains (losses) under derivative

accounting

)

(45

)

(a) See “Core Earnings derivative adjustments” table above.

Hedging Embedded Floor Income

We use pay-fixed swaps and fixed rate debt to economically hedge embedded Floor Income in our FFELP loans. Historically, we have used these instruments on a periodic basis and depending upon market conditions and pricing, we may enter into additional hedges in the future. Under GAAP, the pay-fixed swaps are accounted for as cash flow hedges. The table below shows the amount of Hedged Floor Income that will be recognized in Core Earnings in future periods based on these hedge strategies.

September 30,

June 30,

September 30,

(Dollars in millions)

2026

2025

Total hedged Floor Income, net of tax(1)(2)

(1) $21 million, $26 million and $41 million on a pre-tax basis as of September 30, 2026, June 30, 2026, and September 30, 2025, respectively.

(2) Of the $16 million as of September 30, 2026, approximately $3 million, $7 million and $6 million will be recognized as part of Core

Earnings net income in the remainder of 2026, 2027 and 2028, respectively.

(2) Goodwill and Acquired Intangible Assets: Our Core Earnings exclude goodwill and intangible asset impairment and the amortization of acquired intangible assets. The following table summarizes the goodwill and acquired intangible asset adjustments.

QUARTERS ENDED

NINE MONTHS ENDED

(Dollars in millions)

September 30, 2026

June 30, 2026

September 30, 2025

September 30, 2026

September 30, 2025

Core Earnings goodwill and acquired

intangible asset adjustments

—

2. Tangible Equity and Adjusted Tangible Equity Ratio

Adjusted Tangible Equity measures the ratio of Navient’s Tangible Equity to its tangible assets. We adjust this ratio to exclude the assets and equity associated with our FFELP Loan portfolio because FFELP Loans are no longer originated and the FFELP Loan 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. Management uses this ratio, in addition to other metrics, for analysis and decision making related to capital allocation decisions. The Adjusted Tangible Equity Ratio is calculated as:

(Dollars in millions)

September 30, 2026

June 30, 2026

September 30, 2025

Stockholders' equity

2,435

2,398

2,439

Less: Goodwill and acquired intangible assets

430

435

Tangible Equity

2,005

1,968

2,004

Less: Equity held for FFELP Loans

129

133

145

Adjusted Tangible Equity

1,876

1,835

1,859

Divided by:

Total assets

46,128

47,297

49,306

Less:

Goodwill and acquired intangible assets

430

435

FFELP Loans

25,898

26,575

28,952

Adjusted tangible assets

19,800

20,292

19,919

Adjusted Tangible Equity Ratio

9.5

9.0

9.3

3. Allowance for Loan Losses Excluding Expected Future Recoveries on Previously Fully Charged-off Loans

The allowance for loan losses on the Private Education Loan portfolio used for the three credit metrics below excludes the expected future recoveries on previously fully charged-off loans to better reflect the current expected credit losses remaining in connection with the loans on balance sheet that have not charged off. As of September 30, 2026, the $456 million Private Education Loan allowance for loan losses excluding expected future recoveries on previously fully charged-off loans represents the current expected credit losses that remain in connection with the $12,979 million Private Education Loan portfolio. The $157 million of expected future recoveries on previously fully charged-off loans, which is collected over an average 15-year period, mechanically is a reduction to the overall allowance for loan losses. However, it is not related to the $12,979 million Private Education Loan portfolio on our balance sheet and, as a result, management excludes this impact to the allowance to better evaluate and assess our overall credit loss coverage on the Private Education Loan portfolio. We believe this provides a more meaningful and holistic view of the available credit loss coverage on our non-charged-off Private Education Loan portfolio. We believe this information is useful to our investors, lenders and rating agencies.

Allowance for Loan Losses Metrics – Private Education Loans

QUARTERS ENDED

NINE MONTHS ENDED

(Dollars in millions)

September 30, 2026

June 30, 2026

September 30, 2025

September 30, 2026

September 30, 2025

Allowance at end of period (GAAP)

299

263

406

299

406

Plus: expected future recoveries on previously fully

charged-off loans

157

163

173

157

173

Allowance at end of period excluding expected

future recoveries on previously fully

charged-off loans (Non-GAAP Financial

Measure)

456

426

579

456

579

Ending total loans(1)

12,979

15,409

15,862

12,979

15,862

Ending loans in repayment(1)

12,519

14,781

15,221

12,519

15,221

Net charge-offs

202

248

Allowance coverage of charge-offs (annualized)(1):

GAAP

1.6

1.0

1.1

1.4

1.2

Adjustment(2)

Non-GAAP Financial Measure(2)

2.4

1.6

1.5

2.2

1.7

Allowance as a percentage of the ending total loan

balance(1):

GAAP

2.3

1.7

2.6

2.3

2.6

Adjustment(2)

1.2

1.1

1.2

1.1

Non-GAAP Financial Measure(2)

3.5

2.8

3.7

3.5

3.7

Allowance as a percentage of the ending loans in

repayment(1):

GAAP

2.4

1.8

2.7

2.4

2.7

Adjustment(2)

1.2

1.1

1.2

1.1

Non-GAAP Financial Measure(2)

3.6

2.9

3.8

3.6

3.8

(1) Three and nine months ended September 30, 2026 exclude $2.4 billion of Private Education Loans that were classified as held for sale as of September 30, 2026 and $235 million of In-School Education Loans held at fair value, and their corresponding charge-offs. Second-quarter 2026 excludes $528 million of Legacy Private Education Loans, and their corresponding charge-offs, that were classified as held for sale as of June 30, 2026.

(2) The allowance used for these credit metrics excludes the expected future recoveries on previously fully charged-off loans. See discussion above.

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Document And Entity Information

Nov. 04, 2026

Cover [Abstract]

Document Type

8-K

Amendment Flag

false

Document Period End Date

Nov. 04, 2026

Entity Registrant Name

Navient Holdings, Inc.

Entity Central Index Key

0002152623

Entity Emerging Growth Company

false

Entity File Number

001-43525

Entity Incorporation, State or Country Code

Entity Tax Identification Number

46-4054283

Entity Address, Address Line One

13865 Sunrise Valley Drive

Entity Address, City or Town

Herndon

Entity Address, State or Province

Entity Address, Postal Zip Code

20171

City Area Code

302

Local Phone Number

283-8000

Written Communications

false

Soliciting Material

false

Pre-commencement Tender Offer

false

Pre-commencement Issuer Tender Offer

false

Title of 12(b) Security

Common stock, par value $.01 per share

Trading Symbol

NAVI

Security Exchange Name

NASDAQ

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Cover page.

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For the EDGAR submission types of Form 8-K: the date of the report, the date of the earliest event reported; for the EDGAR submission types of Form N-1A: the filing date; for all other submission types: the end of the reporting or transition period. The format of the date is YYYY-MM-DD.

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The type of document being provided (such as 10-K, 10-Q, 485BPOS, etc). The document type is limited to the same value as the supporting SEC submission type, or the word 'Other'.

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Address Line 1 such as Attn, Building Name, Street Name

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Name of the City or Town

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Code for the postal or zip code

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Name of the state or province.

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A unique 10-digit SEC-issued value to identify entities that have filed disclosures with the SEC. It is commonly abbreviated as CIK.

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Reference 1: http://www.xbrl.org/2003/role/presentationRef

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-Section 12

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- Definition

Indicate if registrant meets the emerging growth company criteria.

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Commission file number. The field allows up to 17 characters. The prefix may contain 1-3 digits, the sequence number may contain 1-8 digits, the optional suffix may contain 1-4 characters, and the fields are separated with a hyphen.

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Two-character EDGAR code representing the state or country of incorporation.

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The exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC.

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The Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS.

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Local phone number for entity.

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.

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Name of the Exchange on which a security is registered.

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.

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Trading symbol of an instrument as listed on an exchange.

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

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