Every material Form 8-K Navient has filed with the SEC since January 28, 2025, read and summarized by AI: what happened, the key figures, whether it reads positive or negative for shareholders, and how big a deal it is (impact 1-5). Newest first; each brief links to its own page and to the filing on SEC.gov.
Navient Corp completed a corporate reorganization on October 28, 2026, where each outstanding share of common stock was automatically converted into one share of Navient Holdings Common Stock. The transaction is intended to be tax-free for US federal income tax purposes, and stockholders maintain the exact same ownership percentages.
At the effective time, each share of Navient common stock converted into one share of Navient Holdings Common Stock on a tax-free basis.
Navient filed a Form 15 with the SEC to terminate the registration of Navient Common Stock under the Securities Exchange Act of 1934.
A Certificate of Elimination was filed on October 28, 2026, to eliminate the unused Series A Junior Participating Preferred Stock.
Navient said it intends to set up Navient Holdings, Inc. as a new holding company over Navient LLC and E Parent, Inc. (Earnest), with existing shares converting one-for-one into Holdings shares. The structure is expected to take effect in the fourth quarter of 2026, and the filing says no stockholder action is required; the filing does not discuss financial results or guidance.
Existing Navient shares convert automatically one-for-one into Navient Holdings common stock
Trading expected to continue uninterrupted under NAVI on the Nasdaq Global Select Market
New structure expected in effect during the fourth quarter of 2026; no stockholder action required
Audio webcast on Thursday, Oct. 22, 2026, at 8:30 a.m. Eastern Time
Navient's board appointed Diane E. Offereins as an independent director effective September 24, 2026, filling a seat left open after a board member retired in June 2026. She will serve on the Audit Committee and the Compensation and Human Resources Committee, and the company said it is not aware of any transactions requiring disclosure under Item 404(a) of Regulation S-K.
Appointment effective September 24, 2026; announced in a news release dated September 25, 2026
Board determined she meets Nasdaq Rule 5605(a)(2) independence qualifications
Will serve on the Audit Committee and the Compensation and Human Resources Committee
Previously spent over 24 years at Discover Financial Services, ending as Executive Vice President, Payment Services
Navient reported second-quarter 2026 GAAP net income of $25 million, or $0.26 per diluted share, up from $14 million, or $0.13, a year earlier. Core Earnings net income was $27 million, or $0.29 per diluted share, compared with $21 million, or $0.20, in the year-ago quarter. Higher profit reflects lower operating expenses, which fell 18% from a year ago, and lower provisions for loan losses, partly offset by a $6 million decline in net interest income.
GAAP net income of $25 million ($0.26 diluted EPS) for the quarter ended June 30, 2026, versus $14 million ($0.13) a year earlier
Core Earnings net income of $27 million ($0.29 diluted EPS), versus $21 million ($0.20) a year earlier
Private Education Loan originations of $815 million, a 63% increase from a year ago; operating expenses of $82 million, down 18%
Company repurchased $2 million of common shares and paid $15 million in common stock dividends during the quarter
Navient disclosed a material cybersecurity incident in which a ransomware attack on a third-party law firm led to unauthorized access to Company-related borrower data, including names, dates of birth, addresses and Social Security numbers. The company says its own systems were not accessed and operations were not disrupted, and it does not believe the incident has had or is reasonably likely to have a material impact on its financial condition or results.
Company became aware of the incident on June 8, 2026, and determined it material on June 29, 2026
Exposed data includes borrower names, dates of birth, addresses and Social Security numbers
Incident was limited to the law firm's environment; no evidence of access to Navient systems and no operational disruption
Notifications to affected individuals and regulators are underway; law enforcement has been notified
Navient Corporation completed a public offering of $500 million in aggregate principal amount of 9.375% senior notes due 2031 on May 29, 2026. The notes were issued under a 2014 base indenture as supplemented, with The Bank of New York Mellon as trustee, and add $500 million of new direct debt for shareholders to weigh.
Offering size: $500 million aggregate principal amount of 9.375% senior notes due 2031, completed May 29, 2026
Underwriting agreement dated May 26, 2026, with BofA Securities, Barclays Capital, J.P. Morgan Securities and RBC Capital Markets as representatives of the underwriters
Notes issued under a base indenture dated July 18, 2014, amended by a seventeenth supplemental indenture dated May 29, 2026, with The Bank of New York Mellon as trustee
Offering made under a Form S-3 shelf registration filed May 2, 2025
Navient reported first-quarter 2026 GAAP net income of $17 million, or $0.17 per diluted share, compared with a net loss of $2 million, or $0.02 per diluted share, a year earlier. Core Earnings net income fell to $19 million ($0.20 per diluted share) from $26 million ($0.25) in the year-ago quarter, so the two headline profit measures moved in opposite directions. Private Education Loan originations rose 61% to $818 million.
GAAP net income of $17 million ($0.17 diluted EPS) for the quarter ended March 31, 2026, versus a net loss of $2 million in the year-ago quarter.
Core Earnings net income of $19 million ($0.20 diluted EPS), down from $26 million ($0.25) a year earlier.
Private Education Loan originations of $818 million, a 61% increase from a year ago.
Repurchased $23 million of common shares and paid $15 million in common stock dividends during the quarter.
Navient said its board chair, Edward Bramson, will become President and Chief Executive Officer on June 5, 2026, and remain chair, while David Yowan leaves the CEO role and stays on the board. Director Jane Thompson will retire at the 2026 annual meeting, and the board will shrink to six members. The filing also discloses a related-party services arrangement with Beatrice Associates, whose chairman is a partner in the Sherborne Group.
Edward Bramson, 75, to serve as President and CEO and Board Chair, effective June 5, 2026; he will receive no salary for his 2026 CEO service at his request
David Yowan leaves the President and CEO role effective June 5, 2026, remains a director, and will receive an accelerated 2026 MIP bonus at 100% of target, payable June 5, 2026
Jane Thompson will retire from the board at the 2026 Annual Meeting, expected June 4, 2026; board size reduced to six members
Beatrice Associates, chaired by Sherborne Group partner Stephen Welker, received approximately $868,328 in compensation for services in 2025
Navient reported a fourth-quarter 2025 GAAP net loss of $5 million, or $0.06 per diluted share, compared with GAAP net income of $24 million a year earlier. On its Core Earnings measure, the company reported net income of $2 million ($0.02 per diluted share), up from a Core Earnings net loss of $25 million in the year-ago quarter, but full-year 2025 GAAP net loss of $80 million compared with net income of $131 million in 2024.
Q4 2025 GAAP net loss of $5 million ($0.06 diluted loss per share) versus GAAP net income of $24 million in Q4 2024.
Q4 2025 Core Earnings net income of $2 million ($0.02 diluted earnings per share) versus a Core Earnings net loss of $25 million in Q4 2024.
Consumer Lending segment recorded a $43 million provision for loan losses, and $14 million of regulatory and restructuring expenses were included in results.
Full-year 2025 GAAP net loss of $80 million ($0.81 diluted loss per share) versus net income of $131 million in 2024.
Navient said its CFO Joe Fisher is out and Steve Hauber, previously chief administrative officer, has taken the CFO role effective January 7, 2026, with Troy Standish adding technology and human resources to his duties. A new CFO role dedicated to subsidiary Earnest has been created and is being searched, which the company says reflects more independent operations for Navient and Earnest.
Joe Fisher leaves as EVP, CFO and principal accounting officer, effective January 6, 2026, and will depart during the first quarter
Steve Hauber's base salary rises to $525,000 effective January 17, 2026, with a target bonus of 125% of salary and equity grants of $637,500 in RSUs and $637,500 in PSUs
Troy Standish's base salary rises to $450,000 effective January 17, 2026, with a target bonus of 125% and equity grants of $450,000 in RSUs and $450,000 in PSUs
Navient reported a GAAP net loss of $86 million, or $0.87 per diluted share, for the quarter ended September 30, 2025, compared with a net loss of $2 million a year earlier. The loss reflects a $168 million provision for loan losses, most of it in Consumer Lending, which the company attributes to elevated delinquencies and its macroeconomic outlook. The board-level share repurchase authorization was expanded with a new $100 million program, which matters to shareholders because it signals capital returned alongside weaker earnings.
GAAP net loss of $86 million ($0.87 diluted loss per share) versus a $2 million net loss ($0.02 per share) in Q3 2024
Provision for loan losses of $168 million, up from $42 million a year earlier; Consumer Lending provision was $155 million
New $100 million share repurchase authorization, in addition to about $26 million of unused authorization as of September 30, 2025
Consumer Lending segment net loss of $76 million; Federal Education Loans segment net income of $35 million
Navient reported second-quarter 2025 results on July 30, 2025, furnished in an 8-K. GAAP net income was $14 million, or $0.13 per diluted share, down from $36 million, or $0.32, a year earlier, though up from a $2 million net loss in the first quarter. Core Earnings were $21 million, or $0.20 per diluted share, compared with $33 million, or $0.29, a year earlier.
GAAP net income $14 million ($0.13 diluted EPS) vs. $36 million ($0.32) in Q2 2024; Q1 2025 was a $2 million net loss
Core Earnings $21 million ($0.20 diluted EPS) vs. $33 million ($0.29) in Q2 2024
Provision for loan losses rose to $37 million from $14 million a year earlier, citing higher delinquencies and a weaker macroeconomic outlook
Repurchased $24 million of common shares in the quarter; $52 million of repurchase authority remains
Navient amended the compensation letter agreement with CEO and President David L. Yowan, effective July 1, 2025. The filing sets a $1 million base salary, a target bonus of 150% of average base salary, and new restricted stock unit and performance-based stock unit grants tied to service and performance goals.
Annual base salary increases to $1 million effective July 1, 2025
New RSU award valued at $1.6 million and PSU award valued at $2.4 million, based on the July 7, 2025 closing price
PSUs tied to legacy expense targets for 2025, 2026 and 2027 (45%) and relative total shareholder return for 2025 through 2027 (55%), with payouts from 0% to 150%
Navient Corporation completed a public offering of $500 million aggregate principal amount of 7.875% Senior Notes due 2032 on May 19, 2025, under a shelf registration on Form S-3. The filing states the notes were issued under a base indenture dated July 18, 2014, as supplemented, which adds about $500 million of direct financial obligations for the company.
Offering size: $500 million aggregate principal amount of 7.875% Senior Notes due 2032, completed May 19, 2025
Underwriters: RBC Capital Markets, Barclays Capital, BofA Securities and J.P. Morgan Securities, under an underwriting agreement dated May 14, 2025
Issued under a sixteenth supplemental indenture dated May 19, 2025, with The Bank of New York Mellon as trustee
Offered under a shelf registration statement on Form S-3 filed with the SEC on May 2, 2025
Navient reported a first-quarter 2025 GAAP net loss of $2 million, or $0.02 per diluted share, compared with net income of $73 million, or $0.64 per diluted share, a year earlier. Core Earnings were $26 million ($0.25 per diluted share), down from $54 million ($0.47) in the first quarter of 2024, though up from a Core loss of $25 million in the fourth quarter of 2024. For shareholders, the year-over-year decline in both GAAP and Core Earnings is the key takeaway.
GAAP net loss of $2 million ($0.02 diluted loss per share) vs. net income of $73 million ($0.64) in Q1 2024
Core Earnings of $26 million ($0.25 per diluted share) vs. $54 million ($0.47) in Q1 2024
Sale of government services business completed in February 2025 for net consideration of $44 million
Repurchased $35 million of common shares; $76 million of repurchase authority remains
Navient posted a strategy update presentation on its website on January 29, 2025, describing Phase 1 of a turnaround focused on cost reductions and capital allocation. The company estimates Phase 1 will cut shared and corporate expense by $119 million and lift legacy loan portfolio cash flows by about $1.5 billion, which it says could add about $1 per share in annual net income. Management plans a Phase 2 update in the second half of 2025, and these benefits are company estimates, not reported results.
Phase 1 reduces net shared and corporate expense from $323 million in 2023 to $204 million in 2025, a $119 million reduction, after the divestiture of the Business Processing Segment and outsourcing of loan servicing.
Estimated lifetime cash flow from legacy loan portfolios rises by about $1.5 billion, and net income rises by about $1 per share annually.
Navient's price to tangible book value is 0.6x, against a peer average of 2.2x, according to FactSet data as of January 14, 2025.
A Phase 2 strategy update is expected in the second half of 2025.
Navient reported fourth-quarter 2024 results, with GAAP net income of $24 million ($0.22 diluted earnings per share) compared with a net loss of $28 million a year earlier. On a Core Earnings basis, the company posted a $25 million loss ($0.24 diluted loss per share), and full-year 2024 GAAP net income fell to $131 million from $228 million. Shareholders are affected by a $68 million pre-tax reduction from significant items and by the planned first-quarter 2025 sale of the government services business.
Q4 2024 GAAP net income was $24 million, or $0.22 per diluted share, versus a $28 million loss in Q4 2023.
Q4 2024 Core Earnings loss was $25 million, or $0.24 per diluted share; significant items reduced pre-tax income by $68 million.
Full-year 2024 GAAP net income was $131 million ($1.18 per diluted share), down from $228 million in 2023.
Navient repurchased $65 million of common shares in Q4 2024, with $111 million of repurchase authority remaining.
Briefs are written by AI from the filing text (each brief's own page names the model) and can contain mistakes — open the filing before acting on anything. Impact (1-5) and tone are the model's reading of the filing for shareholders, not a price forecast. Not investment advice.
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