SLM sells $500M 6.495% notes due 2032

SLM Corporation completed an offering of $500,000,000 of 6.495% Fixed-to-Floating Rate Senior Notes due 2032.

(High)

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

SLM Corporation completed an offering of $500,000,000 of 6.495% Fixed-to-Floating Rate Senior Notes due 2032. The notes pay a fixed 6.495% annual interest rate until May 15, 2031, then switch to a floating rate equal to a benchmark plus 271 basis points until maturity.

Interest is paid semi-annually during the fixed period and quarterly during the floating period. The company may redeem the notes at specified prices and must offer to repurchase them at 101% of principal plus interest upon certain change of control events.

SLM intends to use the net proceeds primarily to fund a tender offer for its 3.125% senior notes due 2026, including accrued interest and related fees, and to repay any remaining 2026 notes at maturity.

Insights

SLM refinances 2026 debt with $500M fixed-to-floating 2032 notes.

SLM issued $500,000,000 of 6.495% Fixed-to-Floating Rate Senior Notes due 2032. The notes carry a fixed coupon to May 15, 2031, then reset to a benchmark plus 271% basis points, shifting interest-rate risk toward the company after the fixed period.

Proceeds are earmarked to purchase outstanding 3.125% senior notes due 2026 via a tender offer, and to repay any remaining 2026 notes at maturity. This extends the company’s debt maturity profile while likely increasing its interest expense relative to the 3.125% notes.

The change-of-control put at 101% of principal plus accrued interest offers noteholders some downside protection. Actual balance sheet impact will depend on the final amount of 2026 notes tendered and any remaining principal repaid at maturity.

8-K Event Classification

3 items: 1.01, 8.01, 9.01

3 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

Key Figures

New notes issued: $500,000,000 aggregate principal amount Fixed interest rate: 6.495% per annum Floating spread: Benchmark + 271 basis points +3 more

6 metrics

New notes issued $500,000,000 aggregate principal amount 6.495% Fixed-to-Floating Rate Senior Notes due 2032

Fixed interest rate 6.495% per annum From May 15, 2026 to May 15, 2031

Floating spread Benchmark + 271 basis points From May 15, 2031 to May 15, 2032

Maturity date May 15, 2032 Senior notes due date

Change of control put price 101% of principal Plus accrued and unpaid interest on repurchased notes

Existing notes targeted 3.125% senior notes due 2026 Proceeds used for tender offer and maturity repayment

Key Terms

Fixed-to-Floating Rate Senior Notes, Indenture, Benchmark, tender offer, +2 more

6 terms

Fixed-to-Floating Rate Senior Notes financial

"6.495% Fixed-to-Floating Rate Senior Notes due 2032 (the “Notes”)"

A fixed-to-floating rate senior note is a debt security that pays interest at a set rate for an initial period and then switches to a variable rate linked to a market benchmark; “senior” means it has higher priority than other debt if the issuer faces trouble. For investors it matters because the switch changes income predictability and exposure to interest-rate swings, while senior status affects the relative safety and recovery prospects of the investment—think of it as a loan that starts with a steady paycheck and later becomes tied to the economy’s pulse.

Indenture financial

"The Notes were issued under an indenture dated June 17, 2015"

An indenture is a legal agreement between a company that borrows money by issuing bonds and the people who buy those bonds. It explains the rules the company must follow, like paying back the money and keeping certain financial promises. This document helps both sides understand their rights and responsibilities.

Benchmark financial

"bear interest at a floating rate per annum equal to the Benchmark plus 271 basis points"

A benchmark is a standard or yardstick—usually a market index, interest rate, or agreed performance target—used to measure how well an investment, portfolio, or fund is doing. It matters to investors because comparing returns against that benchmark shows whether a manager is adding value or simply matching market movements; like comparing a car’s mileage to an average, beating the benchmark suggests better performance while lagging suggests underperformance or higher costs.

tender offer financial

"pursuant to the tender offer announced by the Company (the “Tender Offer”)"

A tender offer is a proposal made by a person or company to buy shares from existing shareholders at a set price, usually higher than the current market value, within a specific time frame. It matters to investors because it can lead to a change in ownership or control of a company, and shareholders must decide whether to sell their shares at the offered price.

change of control events financial

"if the Company experiences certain change of control events with respect to the Notes"

Underwriting Agreement financial

"entered into an underwriting agreement (the “Underwriting Agreement”) with J.P. Morgan Securities LLC"

An underwriting agreement is a contract where a company selling new stocks or bonds hires financial firms to buy those securities and resell them to investors. It matters because the agreement sets the offering price, number of securities, fees and which party bears the risk if sales fall short—think of it as a promise that the sale will happen and a roadmap investors can use to understand how the new securities reach the market.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What debt offering did SLM (SLM) complete in May 2026?

SLM completed an offering of $500,000,000 of 6.495% Fixed-to-Floating Rate Senior Notes due 2032. The notes are issued under an existing indenture and were sold pursuant to an effective shelf registration.

What is the interest structure of SLM’s new 2032 senior notes?

The notes pay a fixed 6.495% annual rate from May 15, 2026 to May 15, 2031, with semi-annual payments. From May 15, 2031 to May 15, 2032, they pay a floating rate equal to a benchmark plus 271 basis points, with quarterly payments.

How will SLM (SLM) use the $500 million senior note proceeds?

SLM intends to use the net proceeds to fund a tender offer for its 3.125% senior notes due 2026, covering principal, accrued interest, and related fees, and to repay any remaining 2026 notes at maturity after the tender offer.

Do SLM’s 2032 notes include a change of control protection feature?

Yes. If SLM experiences certain change of control events, it must offer to purchase all or part of a holder’s notes at 101% of principal plus accrued and unpaid interest, subject to minimum denominations of $2,000 and integral multiples of $1,000 thereafter.

Who underwrote SLM Corporation’s May 2026 senior notes offering?

SLM entered into an underwriting agreement with J.P. Morgan Securities LLC and Barclays Capital Inc., acting as representatives of the several underwriters. The agreement contains customary offering terms, indemnification, and contribution provisions for this type of transaction.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 05/15/2026 - 10:37 AM

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): May 15, 2026

SLM CORPORATION

(Exact name of registrant as specified in its charter)

Delaware

001-13251

52-2013874

(State or other jurisdiction

of incorporation or organization)

(Commission

File Number)

(I.R.S. Employer

Identification No.)


300 Continental Drive Newark, Delaware		19713
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (302) 451-0200

(Former name or former address, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common stock, par value $.20 per share	SLM	The NASDAQ Global Select Market
Floating Rate Non-Cumulative Preferred Stock, Series B, par value $.20 per share	SLMBP	The NASDAQ Global Select Market

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:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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. ☐

ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.

On May 15, 2026, SLM Corporation (the “Company”) closed an offering of $500,000,000 aggregate principal amount of 6.495% Fixed-to-Floating Rate Senior Notes due 2032 (the “Notes”) issued by the Company (the “Offering”).

The Notes have been registered under the Securities Act of 1933, as amended, pursuant to a registration statement on Form S-3 (File No. 333-281147) (the “Registration Statement”). The Company has filed with the SEC a prospectus supplement dated May 6, 2026, together with the accompanying prospectus dated July 31, 2024, relating to the offer and sale of the Notes.

The Notes were issued under an indenture dated June 17, 2015 (the “Base Indenture”) with Deutsche Bank National Trust Company, as trustee, as supplemented by the fifth supplemental indenture dated May 15, 2026 (the “Supplemental Indenture,” and together with the Base Indenture, the “Indenture”). The Notes will mature on May 15, 2032 (the “Maturity Date”). During the period from and including May 15, 2026 to, but excluding May 15, 2031, the Notes will bear interest at the rate of 6.495% per annum. Such interest will be payable semi-annually, in arrears, on May 15 and November 15, of each year, beginning on November 15, 2026, and ending on May 15, 2031. During the period from, and including, May 15, 2031, to, but excluding, the Maturity Date, the Notes will bear interest at a floating rate per annum equal to the Benchmark plus 271 basis points, as determined in arrears by the Calculation Agent in the manner described in the Supplemental Indenture. Such interest will be payable quarterly, in arrears, on August 15, 2031, November 15, 2031, February 15, 2032 and the Maturity Date.

The Company may redeem the Notes, in whole or in part, at any time at the applicable redemption prices, as set forth in the Indenture. In addition, if the Company experiences certain change of control events with respect to the Notes, it must offer to purchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess thereof) of that holder’s Notes at a purchase price equal to 101% of the principal amount of Notes repurchased, plus accrued and unpaid interest, if any, to, but excluding, the date of purchase.

The Company intends to use the net proceeds from the Offering to fund the purchase of the Company’s 3.125% senior notes due 2026 (the “2026 Notes”) together with accrued and unpaid interest, and the payment of related fees and expenses, pursuant to the tender offer announced by the Company (the “Tender Offer”). To the extent any net proceeds remain after the consummation of the Tender Offer, the Company intends to use such net proceeds to repay at their maturity any 2026 Notes that remain outstanding after the Tender Offer. In connection therewith, the Company expects to satisfy and discharge the indenture governing the 2026 Notes as it applies to the 2026 Notes.

The foregoing description of the Indenture and the Notes does not purport to be complete and is qualified in its entirety by reference to the Supplemental Indenture and the form of the Notes, which are incorporated by reference into the Registration Statement and are attached to this Current Report on Form 8-K as Exhibit 4.1 and Exhibit 4.2, respectively, and the Base Indenture, which was previously incorporated by reference into the Registration Statement pursuant to Exhibit 4.3 to the Company’s Registration Statement on Form S-3ASR filed on July 31, 2024. A copy of the opinion of Davis Polk & Wardwell LLP, special New York counsel to the Company, relating to the validity of the Notes, is incorporated by reference into the Registration Statement and is attached to this Current Report on Form 8-K as Exhibit 5.1; and a consent relating to such incorporation of such opinion is incorporated by reference into the Registration Statement and is attached to this Current Report on Form 8-K as Exhibit 23.1 by reference to its inclusion within Exhibit 5.1.

ITEM 8.01. OTHER EVENTS.

On May 6, 2026, the Company entered into an underwriting agreement (the “Underwriting Agreement”) with J.P. Morgan Securities LLC and Barclays Capital Inc., as representatives of the several underwriters named therein, in connection with the Offering. The Underwriting Agreement includes the terms and conditions for the offering and sale of the Notes, indemnification and contribution obligations, and other terms and conditions customary in agreements of this type.

The foregoing description of the Underwriting Agreement does not purport to be complete and is qualified in its entirety by reference to the Underwriting Agreement, which is incorporated by reference into the Registration Statement and is attached to this Current Report on Form 8-K as Exhibit 1.1.

ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.

(d)

Exhibits


Exhibit Number		Description

1.1		Underwriting Agreement, dated May 6, 2026, among SLM Corporation, J.P. Morgan Securities LLC and Barclays Capital Inc., as representatives of the several underwriters named therein

4.1		Fifth Supplemental Indenture dated as of May 15, 2026, between SLM Corporation and Deutsche Bank National Trust Company, as trustee

4.2		Form of Fixed-to-Floating Rate Senior Note due 2032

5.1		Opinion of Davis Polk & Wardwell LLP

23.1		Consent of Davis Polk & Wardwell LLP (included in Exhibit 5.1)

104		The cover page from this Current Report on Form 8-K, formatted in Inline XBRL

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.

Date: May 15, 2026


SLM CORPORATION

By:	/s/ Peter M. Graham
	Name:	Peter M. Graham
	Title:	Co-President and Chief Financial Officer

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

8 documents

SLM sells $500M 6.495% notes due 2032

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