Page 1

( Mark One ) ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 ( d ) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31 , 2020 □ UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington , D.C. 20549 Form 10 - K or TRANSITION REPORT PURSUANT TO SECTION 13 or 15 ( d ) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Delaware ( State or Other Jurisdiction of Incorporation or Organization ) Navient Corporation ( Exact Name of Registrant as Specified in Its Charter ) 123 Justison Street , Wilmington , Delaware 19801 ( Address of Principal Executive Offices ) Commission file number 001-36228 Title of each class Common stock , par value $ .01 per share 6 % Senior Notes due December 15 , 2043 Large accelerated filer Non - accelerated filer 46-4054283 ( I.R.S. Employer Identification No. ) П ☐ ( 302 ) 283-8000 ( Telephone Number ) Securities registered pursuant to Section 12 ( b ) of the Act Trading Symbol ( s ) NAVI JSM Name of each exchange on which registered The NASDAQ Global Select Market The NASDAQ Global Select Market Indicate by check mark if the registrant is a well - known seasoned issuer , as defined in Rule 405 of the Securities Act . Yes > Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15 ( d ) of the Act . Yes □ No | Indicate by check mark whether the registrant : ( 1 ) has filed all reports required to be filed by Section 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 ) has been subject to such filing requirements for the past 90 days . Yes No Securities registered pursuant to Section 12 ( g ) of the Act : None . Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S - T ( § 232.405 of this chapter ) during the preceding 12 months ( or for such shorter period that the registrant was required to submit such files ) . Yes > No No Indicate by check mark whether the registrant is a large accelerated filer , an accelerated filer , a non - accelerated filer , smaller reporting company , or an emerging growth company . See the definitions of " large accelerated filer , " " accelerated filer , " " smaller reporting company , " and " emerging growth company " in Rule 12b - 2 of the Exchange Act . ( Check one ) : Accelerated filer Smaller reporting company 0 0 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 . Indicate by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness of its internal control over financial reporting under Section 404 ( b ) of the Sarbanes - Oxley Act ( 15 U.S.C. 7262 ( b ) ) by the registered public accounting firm that prepared or issued its audit report . Indicate by check mark whether the registrant is a shell company ( as defined in Rule 12b - 2 of the Exchange Act ) . Yes No ® The aggregate market value of voting stock held by non - affiliates of the registrant as of June 30 , 2020 was $ 1.3 billion ( based on closing sale price of $ 7.03 per share as reported for the NASDAQ Global Select Market ) . As of January 31 , 2021 , there were 183,771,633 shares of common stock outstanding . DOCUMENTS INCORPORATED BY REFERENCE Portions of the proxy statement ( the " 2021 Proxy Statement " ) relating to the Registrant's 2021 Annual Meeting of Shareholders , to be filed no later than 120 days after the end of the fiscal year covered by this Annual Report on Form 10 - K , are incorporated by reference into Part III of this Annual Report on Form 10 - K .