UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 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):

December 4, 2017 (November 30, 2017)

NAVIENT CORPORATION

(Exact name of registrant as specified in its charter)

Registrant’s telephone number, including area code: (302) 283-8000

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:

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.  ☐

On December 4, 2017, Navient Corporation (the “Company”) completed a public offering of $250,000,000 aggregate principal amount of its 6.500% Senior Notes due 2022 (the “Additional Notes”). The issuance of the Additional Notes represents a reopening of the Company’s previous offering of $750,000,000 aggregate principal amount of 6.500% Senior Notes due 2022 (the “Existing Notes”), which were offered and sold pursuant to the Company’s prospectus supplement dated March 2, 2017 and the accompanying prospectus dated July 18, 2014. The terms, provisions and conditions of the Additional Notes, other than their issue date and public offering price, are identical to the terms, provisions and conditions of the Existing Notes. The Additional Notes and the Existing Notes constitute a single series and bear the same CUSIP number. As a result of the Additional Notes issuance, the aggregate principal amount outstanding of the 6.500% Senior Notes due 2022 is $1,000,000,000.

The offering of the Additional Notes was made pursuant to the Company’s shelf registration statement on Form S-3 (Registration No. 333-218415) filed with the Securities and Exchange Commission (the “SEC”) on June 1, 2017, including a related prospectus and prospectus supplement filed with the SEC on June 1, 2017 and November 30, 2017, respectively.

In connection with the offering of the Additional Notes, the Company entered into an Underwriting Agreement, dated November 30, 2017 (the “Underwriting Agreement”), among the Company and Credit Suisse Securities (USA) LLC, J.P. Morgan Securities LLC and Merrill Lynch, Pierce, Fenner & Smith Incorporated, as representatives of the underwriters named therein (together, the “Underwriters”). Pursuant to the Underwriting Agreement, the Company agreed to sell the Additional Notes to the Underwriters, and the Underwriters agreed to purchase the Additional 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 Additional 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 fifth supplemental indenture, dated as of March 7, 2017 (the “Fifth Supplemental Indenture”) and a ninth supplemental indenture, dated as of December 4, 2017 (the “Ninth Supplemental Indenture” and, together with the Base Indenture and the Fifth Supplemental 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.

In reviewing the agreements included as exhibits to this report, please remember they are included to provide you with information regarding their terms and are not intended to provide any other factual or disclosure information about the Company or the other parties to the agreements. The agreements contain representations and warranties by each of the parties to the applicable agreement. These representations and warranties have been made solely for the benefit of the other parties to the applicable agreement and:

Accordingly, these representations and warranties may not describe the actual state of affairs as of the date they were made or at any other time. Additional information about the Company may be found elsewhere in this report and the Company’s other public filings, which are available without charge through the SEC’s website at http://www.sec.gov.

EXHIBIT INDEX

SIGNATURES

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.