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): ~~June~~July 57, 2025

Navient Corporation

(Exact name of registrant as specified in its charter)

Delaware		001-36228		46-4054283
(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 (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 (see General Instruction A.2. below):

☐	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~~Item 5.0702 ~~SUBMISSION~~Departure OFof ~~MATTERS~~Directors TOor ACertain ~~VOTE~~Officers; OFElection ~~SECURITY~~of ~~HOLDERS~~Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

OnCompensatory ~~June~~Arrangements 5,with ~~2025,~~Chief ~~Navient~~Executive ~~Corporation~~Officer (the “Company”) held its 2025 Annual Meeting of Shareholders (the “Annual Meeting”). As of the close of business on April 7, 2025, the record date for the Annual Meeting, 101,150,217 shares of common stock, par value $.01 per share, were outstanding and entitled to vote. At the Annual Meeting, 94,643,582 shares, or approximately 93.57% of the outstanding shares of common stock entitled to vote were represented in person or by proxy. At the Annual Meeting, the following proposals were submitted to a vote of the Company’s shareholders, with the voting results indicated below:President

~~Proposal~~Navient 1Corporation –(the ~~Election~~“Company”) ofand ~~Directors~~David L. ~~The~~Yowan, the Company’s Chief Executive Officer and President, entered into a letter ~~shareholders~~agreement ~~elected~~dated ~~the~~July ~~following~~ 7, ~~directors~~2025 (the “Letter Agreement”) to ~~hold~~amend ~~office~~their ~~until~~previous letter agreement (the ~~2026~~“Prior ~~Annual~~Letter ~~Meeting~~Agreement”) ofdated ~~Shareholders~~May 15, 2023, which was filed as Exhibit 99.1 to the Company’s Current Report on Form 8-K (File No. 001-36228) filed with the Securities and ~~until~~Exchange ~~their~~Commission ~~successors~~(“SEC”) ~~have~~on ~~been~~May ~~duly~~16, ~~elected~~2023, oras ~~appointed:~~amended by an amendment to the Prior Letter Agreement (the “Amended Letter Agreement”) dated July 3, 2024, which was filed as Exhibit 10.2 to the Company’s Current Report on Form 8-K (File No. 001-36228) filed with the SEC on July 5, 2024.

	For	Against	Abstain	Broker Non-Votes
Frederick Arnold	82,265,455	2,219,878	27,352	7,130,897
Edward J. Bramson	86,639,105	847,561	26,019	7,130,897
Anna Escobedo Cabral	85,226,173	2,247,162	39,350	7,130,897
Larry A. Klane	84,880,405	2,608,623	23,657	7,130,897
Michael A. Lawson	86,034,726	1,457,568	20,391	7,130,897
Jane J. Thompson	82,280,802	3,192,559	39,324	7,130,897
David L. Yowan	86,393,044	1,096,322	23,319	7,130,897

Pursuant to the Letter Agreement, Mr. Yowan’s annual base salary will increase to $1 million effective July 1, 2025. Mr. Yowan will continue to be eligible to receive an annual bonus for 2025 pursuant to the Company’s Management Incentive Plan with a target bonus amount equal to 150% of his average annual base salary during the year.

~~Proposal~~Mr. 2Yowan –will ~~Ratification~~also be granted (1) an award of restricted stock units (“RSUs”) in respect of Company common shares, par value $0.01 (the ~~Appointment~~“Common Stock”), equal to the quotient of ~~KPMG~~$1.6 ~~LLP~~million divided by the closing price of the Common Stock on July 7, 2025 (the “Grant Date”), and (2) an award of performance-based restricted stock units (“PSUs”) in respect of Common Stock equal to the quotient of $2.4 million divided by the closing price of the Common Stock on the Grant Date. The RSU award will vest as to (a) 50% of the RSUs, if Mr. Yowan remains employed by the Company through the first anniversary of the Grant Date, and (b) the remaining 50% of the RSUs if Mr. Yowan remains so employed through the eighteen (18) month anniversary of the Grant Date. The RSUs will also vest in whole or in part if Mr. Yowan’s ~~shareholders~~employment ~~ratified~~is terminated by the ~~appointment~~Company without cause or by Mr. Yowan for good reason. Each vested RSU will be settled in cash in an amount equal to the fair market value of ~~KPMG~~a ~~LLP~~share of Common Stock on the vesting date. The PSU award will vest as and to the extent that both a service condition and four independent performance goals (such performance goals together, the “performance condition”) are satisfied. The service condition will be satisfied as to (a) 50% of the PSUs if Mr. Yowan remains employed by the Company through the first anniversary of the Grant Date and (b) the remaining 50% of the PSUs if Mr. Yowan remains so employed through the eighteen (18) month anniversary of the Grant Date. The service condition will also be deemed satisfied if Mr. Yowan’s employment ~~independent~~is ~~registered~~terminated ~~public~~by ~~accounting~~the ~~firm~~Company without cause or by Mr. Yowan for good reason. The performance condition will be deemed satisfied with respect to (a) 45% of the ~~year~~PSUs ~~ending~~based ~~December~~on 31a legacy expense target established for each of 2025, 2026 and 2027 (with the 2025 legacy expense target set forth in the Letter Agreement and the remaining targets to be established by the Company at the beginning of each respective year), aswith ~~follows:~~15% of the PSUs eligible to vest with respect to each such annual target and (b) 55% of the PSUs based on the Company’s total shareholder return relative to peer companies over the three fiscal-year period 2025 through 2027 with payouts ranging from 0% to 150% of the PSUs for each performance goal. The PSU award will be settled in shares of Common Stock.

For		Against		Abstain
93,271,762		1,278,064		93,756

All other terms and conditions contained in the Prior Letter Agreement, as amended by the Amended Letter Agreement, that are not specifically amended by the Letter Agreement shall remain unaffected and unamended by the Letter Agreement.

~~Proposal~~The 3foregoing –description ~~Advisory~~of ~~Vote~~the onLetter ~~Executive~~Agreement ~~Compensation.~~is ~~The~~qualified ~~Company’s~~in ~~shareholders~~its ~~approved,~~entirety by anthe ~~advisory~~full ~~vote,~~text of the ~~compensation~~Letter ofAgreement, ~~its~~a ~~named~~copy ~~executive~~of which ~~officers,~~is attached as ~~follows:~~Exhibit 10.1 hereto and incorporated by reference herein.

For		Against		Abstain		Broker Non-Votes
70,352,947		16,899,256		260,482		7,130,897

Item 9.01.

Financial Statements and Exhibits.

~~ITEM~~(d) ~~8.01 OTHER EVENTS~~Exhibits:

On May 19, 2025, the Company completed the transition services agreement (TSA) with Coding Solutions Acquisition, Inc. (CorroHealth) for activities related to the sale of Xtend Healthcare, LLC. On May 31, 2025, the Company also completed the TSA with Higher Education Loan Authority of the State of Missouri (MOHELA).

Exhibit Number	Description

10.1	Letter Agreement, dated as of July 7, 2025, by and between Navient Corporation and David L. Yowan
104	Cover Page Interactive Data File (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 CORPORATION
	By:	/s/ Matthew Sheldon
	Name:	~~Name:~~Matthew Sheldon	~~Matthew Sheldon~~
	Title:	~~Title:~~Senior Vice President & General Counsel	~~Senior Vice President & General Counsel~~
Date: June 5, 2025
Date: July 11, 2025

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