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Form 10-K (Mark One) ☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THESECURITIES EXCHANGE ACT OF 1934For the fiscal year ended December 31, 2025or☐TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THESECURITIES EXCHANGE ACT OF 1934For the transition period fromto Navient Corporation (Exact Name of Registrant as Specified in Its Charter) Securities registered pursuant to Section 12(g) of the Act:None. Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule405 of the Securities Act.Yes☒No☐ Indicate by check mark if the registrant is not required to file reports pursuant to Section 13or 15(d) of the Act.Yes☐No☒ Indicate by check mark whether the registrant: (1) has filed all reports required to be filed bySection 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months(or for such shorter period that the registrant was required to file such reports), and (2) hasbeen subject to such filing requirements for the past 90 days.Yes☒No☐ Indicate by check mark whether the registrant has submitted electronically every InteractiveData File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 ofthis chapter)during the preceding 12 months (or for such shorter period that the registrantwas required to submit such files).Yes☒No☐ Indicate by check mark whether the registrant is a large accelerated filer, an acceleratedfiler, a non-accelerated filer, smaller reporting company, or an emerging growth company.See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reportingcompany,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Checkone): ☒Largeaccelerated filer☐Acceleratedfiler☐Non-accelerated filer☐Smaller reportingcompany☐Emerging growthcompany If an emerging growth company, indicate by check mark if the registrant has elected not touse the extended transition period for complying with any new or revised financialaccounting standards provided pursuant to Section 13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant has filed a report on and attestation to itsmanagement’s assessment of the effectiveness of its internal control over financialreporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by theregistered public accounting firm that prepared or issued its audit report.☒ If securities are registered pursuant to Section 12(b) of the Act, indicate by check markwhether the financial statements of the registrant included in the filing reflect the correctionof an error to previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements thatrequired a recovery analysis of incentive- based compensation received by any of theregistrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2of the Exchange Act).Yes☐No☒ The aggregate market value of common stock held by non-affiliates of the registrant as ofJune 30, 2025 was $1.0 billion (based on closing sale price of $14.10 per share as reportedfor the NASDAQ Global Select Market). As of January 31, 2026, there were 95,089,668 shares of common stock outstanding. DOCUMENTS INCORPORATED BY REFERENCE Portions of the proxy statement (the “2026 Proxy Statement”) relating to the Registrant’s2026 Annual Meeting of Shareholders, to be filed no later than 120 days after the end of thefiscal year covered by this Annual Report on Form 10-K, are incorporated by reference intoPart III of this Annual Report on Form 10-K. Auditor Firm ID: 185Auditor Name: KPMG LLPAuditorLocation: McLean, VA TABLE OF CONTENTS Organization of Our Form 10-K The order and presentation of content in our Annual Report on Form 10-K (Form10-K) differs from the traditional Securities and Exchange Commission (SEC)Form 10-K format. Our format is designed to improve readability and to betterpresent how we organize and manage our business. See Appendix B, "Form 10-K Cross-Reference Index," for a cross-reference index to the traditional SECForm 10-K format. Forward-Looking and Cautionary StatementsAvailable InformationUse of Non-GAAP Financial Measures BusinessOverview and Fundamentals of Our Business Recent Business DevelopmentsHow We Organize Our BusinessHuman Capital Management’s Discussion and Analysis of Financial Condition andResults of OperationsSelected Historical Financial Information and RatiosThe Year in ReviewResults of OperationsSegment ResultsFinancial ConditionLiquidity and Capital ResourcesCritical Accounting Policies and EstimatesNon-GAAP Financial MeasuresRisk Management Supervision and RegulationLegal ProceedingsRisk FactorsCybersecurityQuantitative and Qualitative Disclosures about Market Risk PropertiesMarket for Registrant’s Common Equity, Related Stockholder Mattersand Issuer Purchases of Equity SecuritiesOther InformationContr