UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 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): September 24, 2026

Navient Corporation

(Exact name of registrant as specified in its charter)

Delaware		001-36228		46-4054283
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

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

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

Not Applicable

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

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐	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 Select Market
6% Senior Notes due December 15, 2043	JSM	The Nasdaq Global Select Market
Preferred Stock Purchase Rights	None	The Nasdaq Global Select Market

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 5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

On September 24, 2026, the Board of Directors (the “Board”) of Navient Corporation (the “Company”), upon the recommendation of the Company’s Nominations and Governance Committee, unanimously appointed Diane E. Offereins to the Board effective September 24, 2026. The Board has affirmatively determined that Ms. Offereins meets the qualifications of an independent director under Nasdaq Rule 5605(a)(2) and the Company’s Corporate Governance Guidelines. Navient is not aware of any transactions with Ms. Offereins that would require disclosure under Item 404(a) of Regulation S-K. Ms. Offereins will serve on the Company’s Audit Committee and its Compensation and Human Resources Committee.

As a non-employee director, Ms. Offereins will participate in the Company’s compensation program for non-employee directors as described under the caption "Director Compensation" in Navient’s 2026 Proxy Statement filed with the Securities and Exchange Commission.

The information contained in, or incorporated into, Item 8.01, including Exhibit 99.1 attached hereto, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing.

ITEM 8.01

OTHER MATTERS

On September 25, 2026, the Company issued a news release announcing the appointment of Diane E. Offereins to its Board of Directors effective September 24, 2026. A copy of the news release is furnished herewith as Exhibit 99.1.

9.01.

Financial Statements and Exhibits.

	Exhibit No.	Exhibit
	99.1	News Release Dated September 24, 2026
	104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURE

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

	NAVIENT CORPORATION

	By:	/s/ Matthew Sheldon
	Name:	Matthew Sheldon
	Title:	Senior Vice President & General Counsel

Date: September 25, 2026