Navient LLC filed a Post-Effective Amendment No. 1 to nine Form S-8 registration statements on October 29, 2026, to terminate all offerings and deregister any unsold 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 Nos. 333-279739, 333-233188, 333-220003, 333-195539, 333-195538, 333-195536, 333-195535, 333-195533, and 333-195529.
  • Reorganization 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.
  • Large share counts registered across plans: The nine statements had registered, in aggregate, shares including 35,000,000 under the 2014 Omnibus Incentive Plan (333-195529), 20,000,000 under the Navient 401(k) Savings Plan, and 10,000,000 under the 2024 Omnibus Incentive Plan, among others.
  • Deferred compensation obligations included: Amounts registered and now deregistered include $30,000,000 under the Key Employees plan, $5,000,000 under the Directors plan, and $20,000,000 under the Supplemental 401(k) Savings Plan.
  • Equity awards adjusted: According to the filing, outstanding restricted stock unit awards under the 2014 Plan and 2024 Plan, and ESPP rights, were adjusted to relate 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 Closes Out Nine S-8 Filings Following October 2026 Corporate Reorganization

According to the filing, Navient LLC, a Delaware limited liability company, submitted this Post-Effective Amendment No. 1 to nine previously filed Form S-8 registration statements in order to terminate all offerings under those statements and remove from registration any common stock and deferred compensation obligations that remained unsold as of October 29, 2026. The registrant noted that the filing was made in accordance with undertakings contained in the original registration statements to deregister unsold securities upon termination of the applicable offering.

The filing discloses that on October 28, 2026, Navient Corporation merged with and into Navient LLC pursuant to an 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). As a result, Navient LLC continued as the surviving entity and became a wholly-owned subsidiary of Navient Holdings, Inc., a Delaware corporation. The filing describes this transaction as "the Reorganization." In connection with the Reorganization, the filing states that outstanding restricted stock unit awards and ESPP rights were adjusted to relate to shares of Navient Holdings Common Stock as of immediately prior to the effective time of the Merger.

The nine registration statements covered multiple employee benefit and compensation plans, including the Navient Corporation 2024 Omnibus Incentive Plan, the Navient Corporation Employee Stock Purchase Plan, the Amended and Restated Navient Corporation 2014 Omnibus Incentive Plan, deferred compensation plans for key employees and directors, and two 401(k)-related savings plans. Navient LLC, as the surviving entity following the Merger, filed this amendment to formally withdraw the registered but unsold securities across all nine statements.

What Was Disclosed

Navient LLC filed a post-effective amendment to nine Form S-8 registration statements to deregister all unsold common stock and deferred compensation obligations following the October 28, 2026 merger of Navient Corporation into Navient LLC and the resulting corporate reorganization under Navient Holdings, Inc.