Navient LLC filed a Post-Effective Amendment No. 1 to nine Form S-8 registration statements on October 29, 2026, terminating all offerings and deregistering all unsold shares of common stock and deferred compensation obligations following the completion of a corporate reorganization on October 28, 2026.

Key Highlights

  • Nine registration statements affected: The amendment covers registration statement numbers 333-279739, 333-233188, 333-220003, 333-195539, 333-195538, 333-195536, 333-195535, 333-195533, and 333-195529.
  • 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.
  • Largest share registration terminated: Registration No. 333-195529, filed April 28, 2014, had registered 35,000,000 shares under the Navient Corporation 2014 Omnibus Incentive Plan.
  • Deferred compensation also deregistered: The filing removes from registration up to $30,000,000 in Key Employee Deferred Compensation, $5,000,000 in Director Deferred Compensation, and $20,000,000 in Supplemental 401(k) Deferred Compensation.
  • Equity awards converted: According to the filing, outstanding restricted stock unit awards and ESPP rights were adjusted to refer to shares of Navient Holdings Common Stock as of immediately prior to the effective time of the Merger.
  • Signed by Edward Bramson: The amendment was signed by Edward Bramson, President and Chief Executive Officer of Navient LLC, in Herndon, Virginia.

Navient LLC Terminates Employee Plan Registrations Following Corporate Reorganization

According to the filing, Navient LLC submitted this Post-Effective Amendment because the corporate reorganization completed on October 28, 2026, rendered the existing employee benefit plan registration statements obsolete. Under the Merger Agreement dated October 28, 2026, Navient Corporation merged with and into Navient LLC, previously known as Relay Merger Sub LLC, a Delaware limited liability company. Navient LLC continued as the surviving entity and became a wholly-owned subsidiary of Navient Holdings, Inc., a Delaware corporation.

The nine registration statements being terminated span plans originally filed as early as April 28, 2014, and as recently as May 24, 2024. They include equity incentive plans, an employee stock purchase plan, deferred compensation plans for key employees and directors, and two 401(k) savings plans. Collectively, the registration statements had covered the potential issuance of tens of millions of shares of Navient LLC common stock, par value $0.01 per share, as well as deferred compensation obligations totaling up to $55,000,000 across three separate plans.

The filing states that Navient LLC is acting in accordance with "an undertaking made in the Registration Statements to remove from registration, by means of a post-effective amendment, any of the Common Stock or Deferred Compensation registered under the Registration Statements that remain unsold at the termination of the offering." The entity's principal executive offices are located at 13865 Sunrise Valley Drive, Herndon, Virginia 20171, and Matthew Sheldon, Senior Vice President and General Counsel, is identified as the agent for service. The filing identifies Navient LLC as a non-accelerated filer.

What Was Disclosed

Navient LLC filed a post-effective amendment on October 29, 2026, to deregister all unsold common stock and deferred compensation obligations across nine S-8 registration statements, following the October 28, 2026 completion of a merger that made Navient LLC a wholly-owned subsidiary of Navient Holdings, Inc.