Navient LLC filed a Current Report on Form 8-K with the U.S. Securities and Exchange Commission on October 28, 2026, disclosing the completion of a corporate reorganization and the elimination of a specific class of preferred stock. The filing details a merger between Navient Corporation and Navient LLC, with Navient LLC continuing as the surviving entity and becoming a wholly-owned subsidiary of Navient Holdings, Inc.
Under the terms of the Merger Agreement, each share of Navient Corporation common stock was automatically converted into one share of Navient Holdings common stock. The transaction was structured as a tax-free reorganization, meaning stockholders should not recognize gain or loss for U.S. federal income tax purposes upon the conversion. As a result of the merger, Navient Corporation’s separate existence ceased, and its Nasdaq-listed common stock was suspended from trading prior to the opening of business on October 29, 2026. Navient subsequently filed a Form 15 with the SEC to terminate the registration of its common stock under the Securities Exchange Act.
In a separate action, Navient filed a Certificate of Elimination with the Secretary of State of Delaware to eliminate the Certificate of Designations for its Series A Junior Participating Preferred Stock, par value $0.20 per share. The filing notes that 2,000,000 shares of this preferred stock were reserved for issuance under a shareholder rights plan that expired on December 19, 2022, and that no shares were ever issued or outstanding. Following the filing, the previously authorized shares were returned to the authorized but unissued shares of Navient’s preferred stock without designation.
