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 remaining unsold securities 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.
  • Shares originally registered across plans: Registrations included, among others, 10,000,000 shares under the 2024 Omnibus Incentive Plan, 35,000,000 shares under the 2014 Omnibus Incentive Plan, and 20,000,000 shares under the Navient 401(k) Savings Plan.
  • Deferred compensation also deregistered: The amendment removes from registration $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 obligations.
  • Equity awards adjusted: According to the filing, 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.
  • Signed by Edward Bramson: The amendment was signed by Edward Bramson, President and Chief Executive Officer of Navient LLC.

Navient LLC Terminates Nine S-8 Offerings Following Corporate Reorganization

According to the filing, on October 28, 2026, Navient Corporation completed a merger contemplated by 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). Under the terms of the transaction, Navient Corporation merged into Navient LLC, with Navient LLC continuing as the surviving entity and becoming a wholly-owned subsidiary of Navient Holdings, Inc. The filing refers to this transaction as "the Reorganization."

As a direct consequence of the Reorganization, Navient LLC filed this Post-Effective Amendment No. 1 to withdraw and remove from registration all Common Stock and Deferred Compensation that remained unsold under the nine affected registration statements. 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 nine registration statements span filings originally made between April 28, 2014, and May 24, 2024, covering multiple employee benefit and compensation plans.

The filing further discloses that each outstanding restricted stock unit award granted under the 2014 Plan or the 2024 Plan was adjusted to reference shares of Navient Holdings Common Stock, and all outstanding rights under the Employee Stock Purchase Plan were similarly adjusted, each as of immediately prior to the effective time of the merger. Navient LLC identifies itself as a Delaware limited liability company with its principal executive offices at 13865 Sunrise Valley Drive, Herndon, Virginia 20171. The agent for service named in the filing is Matthew Sheldon, Senior Vice President and General Counsel.

What Was Disclosed

Navient LLC filed a post-effective amendment to nine Form S-8 registration statements to deregister all remaining unsold Common Stock and Deferred Compensation obligations following the October 28, 2026 completion of a merger reorganization in which Navient Corporation merged into Navient LLC.