Navient Corporation · NASDAQ:NAVI

Navient — Merger or Acquisition (October 2026)

13 slides from Navient's merger presentation, Oct 21, 2026

  1. Slide 1: Corporate Reorganization

    October 21, 2026 Corporate Reorganization Confidential and proprietary information © 2026 Navient Solutions, LLC. All rights reserved. 1

  2. Slide 2: Forward-Looking Statements and Non-GAAP Financial Measures

    Forward-Looking Statements and Non-GAAP Financial Measures The following information is current as of June 30, 2026 (unless otherwise noted) and should be read in connection with Navient Corporation’s (“Navient”) Annual Report on 2025 Form 10-K for the year ended December 31, 2025 (the “2025 Form 10

  3. Slide 3: New corporate structure

    New corporate structure Separates Legacy and Continuing businesses into two subsidiaries, each wholly-owned by a newly formed holding company – Navient Holdings, Inc. Legacy business: Navient LLC(1) • Holds all legacy loans (FFELP and Legacy Private) and all Earnest loans originated through December

  4. Slide 4: Illustrative post-reorganization balance sheets at 6/30/26

    Illustrative post-reorganization balance sheets at 6/30/26(3) Navient Holdings, Inc. Investment in Consolidated Subsidiaries $2,398 100% Ownership Net Assets $2,398 100% Ownership Navient LLC Earnest(1) Cash $770 Goodwill $46 Net Assets $2,336 Other, net $16 Net Assets(2) $62 Figures in $ millions (

  5. Slide 5: Objectives of new corporate structure

    Objectives of new corporate structure Legacy business Continuing business • Focus on maximizing cash flow generation • Focus more attention on Earnest, which has from Navient’s portfolio of non-strategic attractive growth characteristics and lower legacy assets that we no longer originate(1) capital

  6. Slide 6: Legacy business: Navient LLC

    Legacy business: Navient LLC • Large portfolio, majority comprised of legacy assets that we no longer originate ($ billions) December 31, 2024 June 30, 2026 FFELP $30.9 $26.6 Private – Legacy 6.5 5.4 Subtotal Non-Strategic Loan Assets $37.4 $31.9 Earnest (through 12/31/26) 9.2 10.3 Total Loan Assets

  7. Slide 7: Continuing business: Earnest

    Continuing business: Earnest • Increasing growth and credit quality 2024 2026(1) Originations ($ millions) $1,401 $3,800F FICO(2) 756 774 • Strong capital and operating efficiency trends % of originations 2024 2026(1) Direct Non-Marketing Operating Expenses(3) 4.6% 2.2% AAA Debt % of Financing(4) 89

  8. Slide 8: ATE percentage

    ATE percentage Adjusted Tangible Equity (“ATE”) percentage is a significant component of Navient’s unsecured debt rating • Defined as tangible equity as a percent of tangible assets o Effectively excludes government guaranteed loans Range of ATE for current rating 8-12%(1) • GAAP requires consolidat

  9. Slide 9: Impact of continued growth on ATE percentage

    Impact of continued growth on ATE percentage(1) • Without the corporate reorganization, ATE percentage would begin to constrain growth in 2027(2) (1) Item is a non-GAAP financial measure. See Appendix for further detail. Reconciliations of forward-looking non-GAAP financial measures are not provided

  10. Slide 10: Corporate reorganization improves future ATE trends

    Corporate reorganization improves future ATE trends • Starting in 2027, a portion of newly securitized assets may be held on Holdings’ standalone balance sheet • Expect to operate Navient LLC with ATE percentage significantly in excess of minimum Confidential and proprietary information © 2026 Navie

  11. Slide 11: Other items

    Other items Exploring re-segmentation during 2027 • Legacy activities • Continuing activities Considering adopting Fair Value Option for additional products Evaluating further optimization of loan portfolios • Classifying an additional $1.4 billion of Legacy loans to Held for Sale in Q3 2026 Confide

  12. Slide 12: Appendix

    Appendix Confidential and proprietary information © 2026 Navient Solutions, LLC. All rights reserved. 12

  13. Slide 13: Non-GAAP Financial Measures

    Non-GAAP Financial Measures In addition to financial results reported on a GAAP basis, Navient also provides certain performance measures which are non-GAAP financial measures. The definition for the non-GAAP financial measure and reconciliation found in this presentation is provided below: Adjusted

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