Navient Corp美股招股说明书(2026-05-27版)

NAVIENT CORPORATION $500,000,0009.375% Senior Notes due 2031 The notes will mature on October15, 2031. We will pay interest on the notes on April15 and October15 of each year. The first such payment on thenotes will be made on October15, 2026. We may redeem the notes at our option and at any time, either as a whole or in part, at the redemption pricedescribed in this prospectus supplement. Upon a Change of Control Triggering Event (as defined herein), we may be required to make an offer torepurchase all outstanding notes as described in this prospectus supplement. The notes will be our senior unsecured debt and will rank equally with all of our existing and future unsecured and unsubordinated debt. Investing in the notes involves risks. See “Risk Factors” beginning on page S-6 of this prospectus supplement, “RiskFactors” beginning on page5 of the accompanying prospectus and those risk factors incorporated by reference into thisprospectus supplement and the accompanying prospectus from our Annual Report on Form 10-K for the year endedDecember31, 2025 and subsequent reports and registration statements filed from time to time with the U.S. Securitiesand Exchange Commission (“SEC”). PerNoteTotalPublic offering price(1)100.000%$500,000,000Underwriting discount0.875%$4,375,000Proceeds to Navient Corporation (before expenses)99.125%$495,625,000 (1)Plus accrued interest, if any, from May29, 2026, if settlement occurs after that date. Neither the SEC nor any state securities commission has approved or disapproved of these securities or determined if this prospectussupplement or the accompanying prospectus is truthful or complete. Any representation to the contrary is a criminal offense. Obligations ofNavient Corporation and any subsidiary of Navient Corporation are not guaranteed by the full faith and credit of the United States of America.Neither Navient Corporation nor any subsidiary of Navient Corporation is a government-sponsored enterprise or an instrumentality of theUnited States of America. The underwriters expect to deliver the notes to purchasers in book-entry form only through The Depository Trust Company for the accounts of itsparticipants, including Clearstream and Euroclear, on or about May29, 2026. RBCCapitalMarkets BofA Securities TABLE OF CONTENTS Prospectus Supplement ABOUT THIS PROSPECTUS SUPPLEMENTNOTICE TO BENEFIT PLAN INVESTORSFORWARD LOOKING STATEMENTSSUMMARYTHE OFFERINGSUMMARY HISTORICAL FINANCIAL DATARISK FACTORSUSE OF PROCEEDSCAPITALIZATIONDESCRIPTION OF NOTESUNITED STATES FEDERAL INCOME TAX CONSIDERATIONS FOR NON-U.S. HOLDERSUNDERWRITINGLEGAL MATTERSEXPERTSWHERE YOU CAN FIND MORE INFORMATION ABOUT THIS PROSPECTUSFORWARD-LOOKING STATEMENTSABOUT NAVIENT CORPORATIONRISK FACTORSUSE OF PROCEEDSSECURITIES WE MAY OFFERDESCRIPTION OF DEBT SECURITIESDESCRIPTION OF CAPITAL STOCKDESCRIPTION OF WARRANTSDESCRIPTION OF UNITSPLAN OF DISTRIBUTIONLEGAL MATTERSEXPERTSWHERE YOU CAN FIND MORE INFORMATION ABOUT THIS PROSPECTUS SUPPLEMENT This prospectus supplement and the accompanying prospectus are part of a registration statement that we filed with the SEC using a shelfregistration process. Under the shelf registration process, we may offer, issue and sell any combination of the securities described in the accompanyingprospectus. In the accompanying prospectus, we provide you with a general description of the securities we may offer from time to time under our shelfregistration statement. In this prospectus supplement, we provide you with specific information about the notes that we are selling in this offering. Boththis prospectus supplement and the accompanying prospectus include important information about us, our debt securities and other information youshould know before investing in the notes. This prospectus supplement also adds, updates and changes information contained in the accompanyingprospectus. To the extent that any statement that we make in this prospectus supplement is inconsistent with the statements made in the accompanyingprospectus, the statements made in the accompanying prospectus are deemed modified or superseded by the statements made in this prospectussupplement. You should read both this prospectus supplement and the accompanying prospectus as well as additional information described under“Where You Can Find More Information” on page S-32 of this prospectus supplement before investing in the notes. You should rely only on the information incorporated by reference or provided in this prospectus supplement and the accompanyingprospectus or any free writing prospectus prepared by or on behalf of us. Neither we nor the underwriters have authorized anyone to provideyou with additional or different information. If anyone provided you with additional or different information, you should not rely on it. Neitherwe nor the underwriters are making an offer to sell these securities in any jurisdiction where the offer or sale is not permitted. You shouldassume that the informati