Material Agreement, Financial Obligation (Form 8-K)

On May 29, 2026, Navient Corporation (the "Company") completed a public offering of $500,000,000 aggregate principal amount of its 9.375% Senior Notes due 2031 (the "Notes").

The offering of the Notes was made pursuant to the Company's shelf registration statement on Form S-3 (Registration No. 333-286944) filed with the Securities and Exchange Commission (the "SEC") on May 2, 2025 including a related prospectus and prospectus supplement filed with the SEC on May 2, 2025 and May 27, 2026, respectively.

In connection with the offering of the Notes, the Company entered into an Underwriting Agreement, dated May 26, 2026 (the "Underwriting Agreement"), among the Company, BofA Securities, Inc., Barclays Capital Inc., J.P. Morgan Securities LLC and RBC Capital Markets, LLC, as representatives of the underwriters named therein (together, the "Underwriters"). Pursuant to the Underwriting Agreement, the Company agreed to sell the Notes to the Underwriters, and the Underwriters agreed to purchase the Notes for resale to the public. The Underwriting Agreement includes customary representations, warranties and covenants by the Company. It also provides for customary indemnification by each of the Company and the Underwriters against certain liabilities and customary contribution provisions in respect of those liabilities.

The Notes were issued under the base indenture, dated as of July 18, 2014 (the "Base Indenture"), between the Company and The Bank of New York Mellon, as trustee, as amended by a seventeenth supplemental indenture, dated as of May 29, 2026 (the "Seventeenth Supplemental Indenture," and together with the Base Indenture, the "Indenture").

The Underwriting Agreement, the Indenture and the form of global note for the offering are filed as exhibits to this Form 8-K and are incorporated herein by reference.

The information related to the Indenture in Item 1.01 of this Form 8-K is hereby incorporated by reference into this Item 2.03.