Form 8-K

8-K — Navient Holdings, Inc.

Accession: 0001193125-26-443614

Filed: 2026-11-02

Period: 2026-11-02

CIK: 0002152623

SIC: 6211 (SECURITY BROKERS, DEALERS & FLOTATION COMPANIES)

Item: Entry into a Material Definitive Agreement

Item: Financial Statements and Exhibits

Documents

8-K — d34286d8k.htm (Primary)

EX-10.1 (d34286dex101.htm)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K

8-K (Primary)

Filename: d34286d8k.htm · Sequence: 1

8-K

false 0002152623 0002152623 2026-11-02 2026-11-02

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 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): November 2, 2026

Navient Holdings, Inc.

(Exact name of Registrant as Specified in Its Charter)

Delaware

001-43525

42-4701395

(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

(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:

☐

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

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 1.01 Entry into a Material Definitive Agreement.

Pursuant to the Distribution Agreement, dated as of November 2, 2026 (the “Distribution Agreement”), by and between Navient LLC, a Delaware limited liability company (“Navient LLC”), and Navient Holdings, Inc., a Delaware corporation (“Navient Holdings”), Navient LLC distributed all of the issued and outstanding capital stock of E Parent, Inc. to Navient Holdings.

The foregoing description of the Distribution Agreement is only a summary and is subject to, and entirely qualified by reference to, the full text of the Distribution Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit

Number

Description

10.1

Distribution Agreement, dated as of November 2, 2026, by and between Navient LLC and Navient Holdings, Inc.

104

Cover Page Interactive Data File - the cover page XBRL tags are 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 HOLDINGS, INC.

Dated: November 2, 2026

/s/ Matthew Sheldon

Matthew Sheldon, Senior Vice President & General Counsel

EX-10.1

Filename: d34286dex101.htm · Sequence: 2

EX-10.1

Exhibit 10.1

DISTRIBUTION AGREEMENT

This Distribution Agreement, effective as of November 2, 2026 (this “Agreement”), is made by and between Navient LLC,

a Delaware limited liability company (“Transferor”) and Navient Holdings, Inc., a Delaware corporation (“Transferee”).

WHEREAS, Transferor is the owner of 100% of the issued and outstanding capital stock of E Parent, Inc., a Delaware corporation (the

“Distributed Shares”);

WHEREAS, the parties hereto desire that Transferor shall distribute, transfer, assign and

deliver to Transferee all of its right, title and interest in the Distributed Shares (the “Distribution”) and Transferee shall accept, assume and receive from Transferor the Distributed Shares; and

WHEREAS, the parties hereto desire to enter into this Agreement to effect the Distribution on the terms set forth below as of the date hereof.

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto

agree as follows:

1. Distribution. Transferor hereby distributes, transfers, assigns and delivers all of its right, title and

interest in the Distributed Shares to the Transferee. Transferee hereby accepts, assumes and receives the Distribution of the Distributed Shares. In connection with the Distribution, Transferor shall deliver to Transferee an executed stock power and

written instruction, in customary form, authorizing and directing the update of the stock ledger of E Parent, Inc. to reflect Transferee as the record holder of the Distributed Shares, and shall cause such stock ledger to be updated accordingly.

2. Representations and Warranties.

(a) Each of the parties hereto hereby represents and warrants as of the date of this Agreement that the execution, delivery and performance of

this Agreement by such party and the consummation of the transactions contemplated hereby will not, with or without the giving of notice or the lapse of time, or both (a) violate any provision of law, statute, rule, regulation or executive

order to which such party is subject, (b) violate any judgment, order, writ or decree of any court applicable to such party or (c) result in the breach of or conflict with any term, covenant, condition or provision of, or constitute a

default under, any material commitment, contract or other agreement or instrument, to which such party is or may be bound or affected.

(b)

Transferor represents and warrants to Transferee as of the date of this Agreement that, after giving effect to the Distribution: (a) the fair value of the assets of Transferor exceeds the amount of its liabilities, excluding liabilities to

members on account of their limited liability company interests, as contemplated by Section 18-607(a) of the Delaware Limited Liability Company Act (the “DLLCA”); (b) Transferor can pay

its debts as they become due; (c) Transferor will not have unreasonably small capital; and (d) the Distribution is permitted by Section 18-607 of the DLLCA and the limited liability company

agreement of Transferor and does not breach or result in a default under any indenture or other material agreement to which Transferor is a party or by which it is bound.

3. Cooperation. Each of the parties hereto, without further consideration, shall execute and deliver other documents and take such

other action as may be necessary to consummate more effectively the subject matter hereof.

4. Intended Tax Treatment. The parties hereto intend that for U.S. federal and

applicable state and local income tax purposes the Distribution shall be treated as a transaction that is disregarded. The parties hereto agree to report and file all tax returns in a manner consistent with the intended tax treatment described in

this Section, except as otherwise required by applicable law.

5. Successors and Assigns. This Agreement shall be binding upon and

inure to the benefit of the respective successors, assigns, and legal representatives of the parties hereto. Nothing in this Agreement, express or implied, is intended to confer upon any person, other than the parties hereto or their respective

successors and assigns, any rights or benefits under or by reason of this Agreement.

6. Entire Agreement. It is expressly

understood and agreed that this Agreement contains the entire agreement and understanding concerning the subject matter herein, and supersedes and replaces all prior negotiations and agreements between the parties hereto, whether written or oral. It

is expressly understood and agreed that there have been no promises, agreements, warranties or inducements, not herein expressed. The parties hereto acknowledge that they have read this Agreement and have executed it without relying upon any

statements, representations, or warranties, written, or oral, not expressly set forth herein.

7. Waiver, Modification and

Amendment. No provision herein may be waived unless in writing signed by the party whose rights are thereby waived. Waiver of any one provision herein shall not be deemed to be a waiver of any other provision herein. This Agreement may be

modified or amended only by written agreement executed by all the parties hereto.

8. Governing Law. This Agreement shall in all

respects be interpreted, enforced and governed by and under the laws of the State of Delaware.

9. Severability. In the event that

one or more of the provisions or portions thereof of this Agreement is determined to be illegal or unenforceable, the remainder of this Agreement shall not be affected thereby, and each of the remaining provisions or portion thereof shall remain,

continue to be valid and effective and be enforceable to the fullest extent permitted by law.

10. Counterparts. This Agreement may

be executed in any number of counterparts, each of which shall be deemed an original, and all when taken together shall constitute the Agreement.

* * * *

IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date first above

written.

TRANSFEROR:

NAVIENT LLC

By:

/s/ EDWARD BRAMSON

Name: Edward Bramson

Its: President and Chief Executive Officer

TRANSFEREE:

NAVIENT HOLDINGS, INC.

By:

/s/ EDWARD BRAMSON

Name: Edward Bramson

Its: President and Chief Executive Officer

[Signature Page to

Distribution Agreement]

XML — IDEA: XBRL DOCUMENT

XML

Filename: R1.htm · Sequence: 7

v3.26.3

Document and Entity Information

Nov. 02, 2026

Cover [Abstract]

Document Type

8-K

Document Period End Date

Nov. 02, 2026

Entity Registrant Name

Navient Holdings, Inc.

Entity Incorporation State Country Code

Entity File Number

001-43525

Entity Tax Identification Number

42-4701395

Entity Address Address Line 1

13865 Sunrise Valley Drive

Entity Address City Or Town

Herndon

Entity Address State Or Province

Entity Address Postal Zip Code

20171

City Area Code

302

Local Phone Number

283-8000

Written Communications

false

Soliciting Material

false

Pre Commencement Tender Offer

false

Pre Commencement Issuer Tender Offer

false

Security 12b Title

Common stock, par value $.01 per share

Trading Symbol

NAVI

Security Exchange Name

NASDAQ

Entity Emerging Growth Company

false

Amendment Flag

false

Entity Central Index Key

0002152623

- Definition

Boolean flag that is true when the XBRL content amends previously-filed or accepted submission.

+ References

No definition available.

+ Details

Name:

dei_AmendmentFlag

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Area code of city

+ References

No definition available.

+ Details

Name:

dei_CityAreaCode

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Cover page.

+ References

No definition available.

+ Details

Name:

dei_CoverAbstract

Namespace Prefix:

dei_

Data Type:

xbrli:stringItemType

Balance Type:

Period Type:

duration

- Definition

For the EDGAR submission types of Form 8-K: the date of the report, the date of the earliest event reported; for the EDGAR submission types of Form N-1A: the filing date; for all other submission types: the end of the reporting or transition period. The format of the date is YYYY-MM-DD.

+ References

No definition available.

+ Details

Name:

dei_DocumentPeriodEndDate

Namespace Prefix:

dei_

Data Type:

xbrli:dateItemType

Balance Type:

Period Type:

duration

- Definition

The type of document being provided (such as 10-K, 10-Q, 485BPOS, etc). The document type is limited to the same value as the supporting SEC submission type, or the word 'Other'.

+ References

No definition available.

+ Details

Name:

dei_DocumentType

Namespace Prefix:

dei_

Data Type:

dei:submissionTypeItemType

Balance Type:

Period Type:

duration

- Definition

Address Line 1 such as Attn, Building Name, Street Name

+ References

No definition available.

+ Details

Name:

dei_EntityAddressAddressLine1

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Name of the City or Town

+ References

No definition available.

+ Details

Name:

dei_EntityAddressCityOrTown

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Code for the postal or zip code

+ References

No definition available.

+ Details

Name:

dei_EntityAddressPostalZipCode

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Name of the state or province.

+ References

No definition available.

+ Details

Name:

dei_EntityAddressStateOrProvince

Namespace Prefix:

dei_

Data Type:

dei:stateOrProvinceItemType

Balance Type:

Period Type:

duration

- Definition

A unique 10-digit SEC-issued value to identify entities that have filed disclosures with the SEC. It is commonly abbreviated as CIK.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityCentralIndexKey

Namespace Prefix:

dei_

Data Type:

dei:centralIndexKeyItemType

Balance Type:

Period Type:

duration

- Definition

Indicate if registrant meets the emerging growth company criteria.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityEmergingGrowthCompany

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Commission file number. The field allows up to 17 characters. The prefix may contain 1-3 digits, the sequence number may contain 1-8 digits, the optional suffix may contain 1-4 characters, and the fields are separated with a hyphen.

+ References

No definition available.

+ Details

Name:

dei_EntityFileNumber

Namespace Prefix:

dei_

Data Type:

dei:fileNumberItemType

Balance Type:

Period Type:

duration

- Definition

Two-character EDGAR code representing the state or country of incorporation.

+ References

No definition available.

+ Details

Name:

dei_EntityIncorporationStateCountryCode

Namespace Prefix:

dei_

Data Type:

dei:edgarStateCountryItemType

Balance Type:

Period Type:

duration

- Definition

The exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityRegistrantName

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

The Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityTaxIdentificationNumber

Namespace Prefix:

dei_

Data Type:

dei:employerIdItemType

Balance Type:

Period Type:

duration

- Definition

Local phone number for entity.

+ References

No definition available.

+ Details

Name:

dei_LocalPhoneNumber

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 13e

-Subsection 4c

+ Details

Name:

dei_PreCommencementIssuerTenderOffer

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14d

-Subsection 2b

+ Details

Name:

dei_PreCommencementTenderOffer

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Title of a 12(b) registered security.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b

+ Details

Name:

dei_Security12bTitle

Namespace Prefix:

dei_

Data Type:

dei:securityTitleItemType

Balance Type:

Period Type:

duration

- Definition

Name of the Exchange on which a security is registered.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection d1-1

+ Details

Name:

dei_SecurityExchangeName

Namespace Prefix:

dei_

Data Type:

dei:edgarExchangeCodeItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14a

-Subsection 12

+ Details

Name:

dei_SolicitingMaterial

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Trading symbol of an instrument as listed on an exchange.

+ References

No definition available.

+ Details

Name:

dei_TradingSymbol

Namespace Prefix:

dei_

Data Type:

dei:tradingSymbolItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Securities Act

-Number 230

-Section 425

+ Details

Name:

dei_WrittenCommunications

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration