Every material Form 8-K Navient filed with the SEC in 2026, 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 reported third-quarter 2026 GAAP net income of $15 million, or $0.16 per diluted share, compared with a net loss of $86 million a year earlier, but down from $25 million in the second quarter. Core Earnings, which exclude derivative hedging gains, a tax benefit and other items, fell to $3 million ($0.03 per share) from $27 million in the prior quarter, as loan loss provisions rose to $227 million. Shareholders are seeing a year-over-year swing to GAAP profit alongside weaker sequential Core Earnings and higher credit provisions.
GAAP net income was $15 million ($0.16 per diluted share) for the quarter ended September 30, 2026, versus $25 million ($0.26) in the June 30, 2026 quarter and a net loss of $86 million ($0.87) a year earlier.
Core Earnings were $3 million ($0.03 per diluted share), versus $27 million ($0.29) in the prior quarter.
Provision for loan losses was $227 million, up from $168 million a year earlier, including $178 million for Legacy Private Education Loans.
A $162 million gain came from the sale of approximately $750 million of Legacy Private Education Loans.
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 Holdings, Inc. entered into a Distribution Agreement dated November 2, 2026, with its subsidiary Navient LLC. Under the agreement, Navient LLC distributed all issued and outstanding capital stock of E Parent, Inc. to Navient Holdings. The filing does not state a dollar value, the reason for the transfer, or the financial effect on shareholders.
Agreement dated November 2, 2026, between Navient LLC and Navient Holdings, Inc.
Navient LLC distributed all outstanding capital stock of E Parent, Inc. to Navient Holdings
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
Briefs are written by AI from the filing text and can contain mistakes — open the filing before acting on anything. Impact (1-5) and tone are the AI's reading of the filing for shareholders, not a price forecast. Not investment advice.
Only material 8-Ks get a brief: results, deals, executive changes, restructuring, impairments, delisting notices, restatements, cybersecurity incidents and other disclosed events. Routine filings (vote results, exhibits only) are skipped. Every Navient filing is on SEC EDGAR ↗. 8-K briefs of other companies →