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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 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): January 31, 2024

________________________________

Navient Corporation
(Exact name of registrant as specified in its charter)

________________________________

Delaware |  | 001-36228 |  | 46-4054283
(State or other jurisdiction |  | (Commission |  | (I.R.S. Employer
of incorporation) |  | File Number) |  | Identification No.)

13865 Sunrise Valley Drive, Herndon, Virginia |  | 20171
(Address of principal executive offices) |  | (Zip Code)

Registrant’s telephone number, including area code (703) 810-3000

Not Applicable

(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
6% Senior Notes due December 15, 2043 | JSM | The Nasdaq Global Select Market
Preferred Stock Purchase Rights | None | 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 2.02. Results of Operations and Financial Condition.

Navient Corporation (the “Company”) frequently provides relevant information to its investors via posting to its corporate website. On January 31, 2024, a presentation entitled “Navient Strategy Update” was made available on the Company’s website at https://navient.com/investors. A copy of the presentation is being furnished herewith as Exhibit 99.1.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number |  | Description
99.1 |  | Navient Strategy Update Presentation, dated January 31, 2024.
104 |  | Inline XBRL for the cover page of this Current Report on Form 8-K.

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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 CORPORATION |
| By: | /s/ Mark L. Heleen |
|  | Name: Mark L. Heleen |
|  | Title: Chief Legal Officer |

Date: January 31, 2024

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