Navient LLC filed a Form 8-K on November 2, 2026, disclosing that Navient Corporation completed a holding-company reorganization on October 28, 2026, merging into Navient LLC, which became a wholly-owned subsidiary of the new parent, Navient Holdings, Inc.

Key Highlights

  • Merger completed October 28, 2026: Navient Corporation merged with and into Navient LLC, with Navient LLC surviving as a wholly-owned subsidiary of Navient Holdings, Inc.
  • One-for-one stock conversion: Each share of Navient Common Stock (par value $0.01) was automatically converted into one share of Navient Holdings Common Stock with identical rights and designations, without an exchange of certificates.
  • Stockholder approval not required: According to the filing, the Merger was effected pursuant to Section 251(g) of the Delaware General Corporation Law, which did not require a stockholder vote.
  • Tax-free intent: The filing states the reorganization "is intended to be a tax-free transaction, such that the stockholders of Navient should not recognize gain or loss for U.S. federal income tax purposes."
  • Navient Common Stock suspended from Nasdaq: Navient Common Stock was suspended from trading on the Nasdaq Global Select Market prior to the opening of trading on October 29, 2026.
  • Distribution of E Parent, Inc.: Pursuant to a Distribution Agreement dated November 2, 2026, Navient LLC distributed all issued and outstanding capital stock of E Parent, Inc. to Navient Holdings.
  • Supplemental indentures executed: Navient LLC entered into the Ninth Supplemental Indenture (to the 2000 Indenture) and the Eighteenth Supplemental Indenture (to the 2014 Indenture), each dated October 28, 2026, assuming all of Navient's obligations under those indentures.

Navient LLC Assumes Obligations and Structure After October 28 Holding-Company Reorganization

According to the filing, the reorganization was carried out under the Agreement and Plan of Merger dated October 28, 2026, among Navient Corporation, Navient Holdings, Inc., and Navient LLC (formerly known as Relay Merger Sub LLC). At the effective time of the merger, the separate existence of Navient Corporation ceased. Each stockholder held the same number and percentage of shares in Navient Holdings immediately after the effective time as they held in Navient Corporation immediately before it, the filing stated.

The filing disclosed that outstanding equity awards under both the Amended and Restated Navient Corporation 2014 Omnibus Incentive Plan and the Navient Corporation 2024 Omnibus Incentive Plan were adjusted to relate to Navient Holdings Common Stock, retaining the same vesting schedules, acceleration provisions, and other material terms. Rights under the Navient Corporation Employee Stock Purchase Plan were similarly adjusted, with each ESPP Option retaining its original exercise price and terms. The Navient Corporation Deferred Compensation Plan, the Navient Corporation Deferred Compensation Plan for Directors, the Navient Supplemental 401(k) Savings Plan, and the Navient 401(k) Savings Plan were each amended to reflect the substitution of Navient Holdings Common Stock.

The registrant, Navient LLC, also disclosed that it assumed Navient Corporation's obligations under two existing indentures through the Ninth and Eighteenth Supplemental Indentures with The Bank of New York Mellon as trustee. The 6% Senior Notes due December 15, 2043, trading under the symbol JSM on NASDAQ:JSM, remained registered securities of the registrant following the reorganization. The filing also noted that immediately after the reorganization, "the assets, businesses, and operations of Navient Holdings are not materially different than the corresponding assets, businesses, and operations of Navient immediately prior to the consummation of the Reorganization."

What Was Disclosed

Navient LLC's Form 8-K reported the October 28, 2026 completion of a holding-company reorganization, the one-for-one conversion of Navient Corporation common stock into Navient Holdings common stock, the suspension of Navient Common Stock from Nasdaq, the distribution of E Parent, Inc., and the assumption of indenture obligations through two supplemental indentures.