SLM Student Loan Trust 2006-5

04/15/2026 | Press release | Distributed by Public on 04/16/2026 09:33

CLASS A-6B AND CLASS A-6C NOTES (Form 8-K)

CLASS A-6B AND CLASS A-6C NOTES
SLM Student Loan Trust 2006-5
Issuing Entity
Navient Funding, LLC
Depositor
Navient Solutions, LLC
Sponsor, Servicer and Administrator
Student Loan-Backed Notes
The remarketing agent is remarketing, on behalf of SLM Student Loan Trust 2006-5, the class A-6B notes (the "class A-6B notes") and the class A-6C notes (the "class A-6C notes"). The class A-6B and class A-6C notes were originally issued by the trust on June 21, 2006. If successfully remarketed on April 27, 2026, the class A-6B and class A-6C notes will have the following terms:

Class
Outstanding
Principal Amount
Interest Rate
Price
Next Reset Date
Legal Maturity Date
Class A-6B Notes
$85,998,447.39
SOFR Rate
plus %
100%
July 27, 2026
October 25, 2040
Class A-6C Notes
$85,998,447.39
SOFR Rate
plus %
100%
July 27, 2026
October 25, 2040

All existing class A-6B and class A-6C noteholders are hereby advised that if you want to retain your class A-6B or class A-6C notes, you are required to submit a hold notice prior to 12:00 p.m. (noon), New York City time, on April 22, 2026, to the remarketing agent. Otherwise your notes will be deemed to have been tendered for remarketing.
Neither the class A-6B nor the class A-6C notes have been approved or disapproved by the United States Securities and Exchange Commission (the "SEC"), any state securities commission or any other regulatory authority, nor have any of the foregoing authorities passed upon or endorsed the merits of this remarketing or the accuracy or adequacy of this free-writing prospectus. Any representation to the contrary is a criminal offense.
You should consider carefully the risk factors on page 22 of this free-writing prospectus.
We are not offering the class A-6B or class A-6C notes in any state or other jurisdiction where the offer is prohibited.
This document constitutes a "free-writing prospectus" within the meaning of Rule 405 under the Securities Act of 1933, as amended.
The notes are asset-backed securities and are obligations of the issuing entity, which is a trust. They are not obligations of or interests in Navient Corporation, the sponsor, the remarketing agent, the depositor, any seller of loans to the depositor, the administrator, the servicer or any of their respective affiliates.
The notes are not guaranteed or insured by the United States or any governmental agency.
The trust relies on an exclusion or exemption from the Investment Company Act of 1940 contained in rule 3a-7 under the Investment Company Act of 1940, although there may be additional exclusions or exemptions available to the trust. The trust was structured so as not to constitute a "covered fund" for purposes of the Volcker Rule under the Dodd-Frank Act (both as defined in this free-writing prospectus).
Remarketing Agent
BofA Securities
April , 2026

REMARKETING TERMS SUMMARY
On April 27, 2026 (absent a Failed Remarketing, or the exercise by Navient Corporation or one of its wholly-owned subsidiaries of its call option), the class A-6B and class A-6C notes will be reset from their current terms to the following terms, which terms will be applicable until the next reset date for the class A-6B and class A-6C notes (definitions for certain capitalized terms may be found in the Glossary at the end of this free-writing prospectus):


Class A-6B Notes
Class A-6C Notes
Original principal amount
$200,000,000
$200,000,000
Current outstanding principal balance
$85,998,447.39
$85,998,447.39
Principal amount being remarketed
$85,998,447.39(1)
$85,998,447.39(1)
Remarketing Terms Determination Date
April 15, 2026
April 15, 2026
Notice Date(2)
April 17, 2026
April 17, 2026
Spread Determination Date(3)
On or before April 22, 2026
On or before April 22, 2026
Current Reset Date
April 27, 2026
April 27, 2026
All Hold Rate
SOFR Rate plus 0.75%
SOFR Rate plus 0.75%
Next applicable reset date
July 27, 2026
July 27, 2026
Interest rate mode
Floating
Floating
Index
SOFR Rate(4)
SOFR Rate(4)
Spread(5)
Plus %
Plus %
Day-count basis
Actual/360
Actual/360
Weighted average remaining life
(6)
(6)

(1)
Subject to the receipt of timely delivered Hold Notices.
(2)
Unless an existing class A-6B or class A-6C noteholder submits a Hold Notice to the remarketing agent prior to 12:00 p.m. (noon), New York City time, on the Notice Date, such notes will be irrevocably deemed to have been tendered for remarketing.
(3)
The applicable Spread may be determined at any time after 12:00 p.m. (noon), New York City time, on the Notice Date but not later than 3:00 p.m., New York City time, on April 22, 2026.
(4)
The "SOFR Rate" will be a per annum rate equal to 90-day Average SOFR for such reset period plus a tenor spread adjustment equal to 0.26161% per annum. The SOFR Rate will be reset on each reset date in accordance with the procedures set forth under "Description of the Notes-Determination of Indices-SOFR" in the free-writing prospectus.
(5)
To be determined on the spread determination date.
(6)
The projected weighted average remaining life to the July 27, 2026 reset date of the class A-6B and class A-6C notes (and assuming a successful remarketing of such notes on the current reset date) under various usual and customary prepayment scenarios is approximately 0.25 years. More information may be found under "Prepayments, Extensions, Weighted Average Remaining Life and Expected Maturity of the Class A-6B and Class A-6C Notes" to be included as Exhibit I to the final remarketing prospectus supplement to be distributed to potential investors on or prior to the spread determination date.
The remarketing agent may be contacted as follows:
BofA Securities, Inc.
One Bryant Park, 11th Floor
New York, New York 10036
Attention: Robert Keefe
Telephone: 646-855-9095

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INTRODUCTION
The Student Loan-Backed Notes issued by SLM Student Loan Trust 2006-5 consist of the class A-6B and class A-6C notes (the "reset rate notes"), the class A-1, class A-2, class A-3, class A-4, class A-5 and class A-6A notes (collectively referred to as the "floating rate class A notes" and together with the reset rate notes, the "class A notes") and the class B notes (which, together with the floating rate class A notes, are referred to as the "floating rate notes" and the floating rate notes, together with the reset rate notes, are referred to as the "notes"). As of the date of this remarketing free-writing prospectus (referred to as the "free-writing prospectus"), the class A-1 notes, the class A-2 notes, the class A-3 notes, the class A-4 notes and class A-5 notes have been paid in full and are no longer outstanding. None of the classes of notes other than the class A-6B and class A-6C notes (collectively referred to as the "other notes") are being offered under this free-writing prospectus. Any information contained herein with respect to the other notes is provided only to present a better understanding of the class A-6B and class A-6C notes. The class A-6B and class A-6C notes were originally offered for sale pursuant to the prospectus supplement, dated June 9, 2006 and the related prospectus, dated June 1, 2006.
BofA Securities, Inc. is serving as the remarketing agent (in such capacity, the "remarketing agent") for the class A-6B and class A-6C notes.
The notes were issued on June 21, 2006 (referred to as the "closing date"), are obligations of an issuing entity known as SLM Student Loan Trust 2006-5 (referred to as the "trust") and are secured by the assets of the trust, which consist primarily of a pool of consolidation student loans (the "trust student loans").
Principal of and interest on the notes are payable as described herein on the 25th day of each January, April, July and October or, if such day is not a business day, then on the next business day (each, a "distribution date"). The "initial reset date" for the class A-6B notes was January 25, 2018. A failed remarketing was declared with respect to the class A-6B notes and its initial reset date and each subsequent reset date. Pursuant to the terms of these failed remarketings, (i) the holders of the class A-6B notes were required to retain their notes, (ii) the class A-6B notes were reset to bear interest at the failed remarketing rate, which is an annual rate equal to the SOFR Rate plus 0.75% and (iii) a three-month reset period ending on the next quarterly distribution date was established. The initial reset date for the class A-6C notes was April 25, 2018. A failed remarketing was declared with respect to the class A-6C notes on April 25, 2018 reset date. Pursuant to the terms of this failed remarketing, (i) the holders of the class A-6C notes were required to retain their notes, (ii) the class A-6C notes were reset to bear interest at the failed remarketing rate, which is currently an annual rate equal to the SOFR Rate plus 0.75% and (iii) a three-month reset period ending on the next quarterly distribution date was established. We refer to the April 27, 2026 reset date as the "current reset date" in this free-writing prospectus. If the class A-6B or class A-6C notes are successfully remarketed on the current reset date, interest will accrue on such class of notes at the rate specified in the summary of this free-writing prospectus and will be calculated based on the actual number of days elapsed in each accrual period and a 360-day year until their next reset date which will occur on July 27, 2026. Interest will accrue on the outstanding principal balance of the class A-6B and class A-6C notes during three-month accrual periods and will be paid on each distribution date. The first distribution date after the current reset date is scheduled to occur on July 27, 2026. Each accrual period will begin on a distribution date and end on the day before the next distribution date.
Investors in the class A-6B and class A-6C notes are strongly urged to keep in contact with the remarketing agent because notices and required information pertaining to the remarketing of the class A-6B and class A-6C notes sent to the clearing agencies by the administrator or the remarketing agent, as applicable, may not be communicated in a timely manner to the related beneficial owners.
- ii -

- iii -

- iv -
TABLE OF CONTENTS
Free-Writing Prospectus

REMARKETING TERMS SUMMARY
i
INTRODUCTION
ii
SLM Student Loan Trust 2006-5 published this content on April 15, 2026, and is solely responsible for the information contained herein. Distributed via EDGAR on April 16, 2026 at 15:33 UTC. If you believe the information included in the content is inaccurate or outdated and requires editing or removal, please contact us at [email protected]