Sallie Mae (NASDAQ: SLM) starts $200M accelerated share repurchase

Rhea-AI Filing Summary

SLM Corporation, commonly known as Sallie Mae, entered into a $200 million accelerated share repurchase agreement with Goldman Sachs to buy back its common stock under a previously authorized $500 million repurchase program.

Goldman Sachs will deliver most of the shares shortly after execution, with the final number based on a discounted volume-weighted average stock price during the agreement term. Depending on that price, Sallie Mae could receive additional shares at settlement or may need to deliver shares or cash. The company expects the ASR to be completed before the end of the second quarter of 2026.

Before this ASR, Sallie Mae had already repurchased approximately $91 million of common stock in 2026, bringing first-quarter repurchases and commitments to nearly $300 million and signaling an aggressive approach to returning capital to shareholders.

Insights

Capital allocation analyst

Sallie Mae commits $200M to an accelerated share buyback within a $500M authorization.

Sallie Mae is using an accelerated share repurchase (ASR) with Goldman Sachs to retire $200 million of common stock quickly. The ASR structure front-loads share delivery, while the ultimate share count depends on the discounted volume-weighted average price over the contract period.

Combined with roughly $91 million of earlier 2026 repurchases, first-quarter buybacks and commitments approach $300 million. This meaningfully reduces the share count and concentrates ownership for remaining shareholders, though the economic outcome hinges on future trading prices during the ASR measurement window.

The agreement includes customary adjustment and termination provisions, and in certain extraordinary events Goldman Sachs can terminate, which could result in fewer shares repurchased than initially expected. Completion is anticipated before the end of the second quarter of 2026, and future filings may clarify the final share count and capital returned.

0001032033false00010320332026-03-092026-03-090001032033us-gaap:CommonClassAMember2026-03-092026-03-090001032033us-gaap:NoncumulativePreferredStockMember2026-03-092026-03-09

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): March 9, 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 March 9, 2026, SLM Corporation (the “Company”) entered into an accelerated share repurchase agreement with Goldman Sachs & Co. LLC ("Goldman Sachs") under which the Company will purchase $200 million of its own outstanding common stock, par value $0.20 per share (the "Common Stock").

Under an accelerated share repurchase agreement dated March 9, 2026 (the "Agreement"), Goldman Sachs expects to deliver to the Company shortly after the date of the Agreement a substantial majority of the shares of Common Stock to be purchased under the Agreement. The actual number of shares of Common Stock to be delivered under the Agreement will be based generally upon a discount to the Rule 10b-18 volume-weighted average price at which the shares of Common Stock trade during the regular trading sessions on the NASDAQ Global Select Market during the term of the Agreement. At settlement, Goldman Sachs may be obligated to deliver additional shares of Common Stock to the Company or the Company may be obligated to make delivery of Common Stock or a cash payment to Goldman Sachs, at the Company's option. The Company expects settlement of the share repurchases under the Agreement to occur before or during the second quarter of 2026.

The Agreement is subject to certain customary adjustments and termination provisions. In addition, upon the occurrence of certain extraordinary events, Goldman Sachs is entitled to terminate the Agreement, in which case the Company may receive fewer shares of Common Stock than expected.

The preceding description of the Agreement is only a summary and is qualified in its entirety by the terms of the Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K.

So far in 2026, before entering into the accelerated share repurchase agreement described herein, the Company had repurchased approximately $91 million of Common Stock. The Company may enter into other share repurchase transactions from time to time throughout 2026 as market conditions permit.

ITEM 7.01    REGULATION FD DISCLOSURE.

On March 9, 2026, the Company issued a press release announcing the accelerated share repurchase agreement with Goldman Sachs. A copy of the press release is being furnished herewith as Exhibit 99.1

The information in this Item 7.01, including Exhibit 99.1 attached hereto and incorporated by reference herein, is being furnished and shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section. Furthermore, such information, including such Exhibit, shall not be deemed incorporated by reference into any of the Company’s registration statements, reports, or other filings with the Securities and Exchange Commission, except as expressly set forth by specific reference in such registration statement, report, or other filing.

ITEM 9.01    FINANCIAL STATEMENTS AND EXHIBITS.

(d) Exhibits

Exhibit Number						Description
10.1						ASR Master Confirmation and Form of Supplemental Confirmation, dated March 9, 2026
99.1*						Press Release, dated March 9, 2026
104						Cover Page Interactive Data File (formatted as Inline XBRL)

* Furnished herewith.

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.

                        

						SLM CORPORATION
Date: March 9, 2026			By:			/s/ PETER M. GRAHAM
						Peter M. Graham
						Executive Vice President and Chief Financial Officer

Exhibit 99.1

News Release

For Immediate Release

Sallie Mae Announces $200 million Accelerated Share Repurchase

NEWARK, Del., March 9, 2026 — Sallie Mae (Nasdaq: SLM) formally SLM Corporation, today announced that it has entered into a $200 million accelerated share repurchase (“ASR”) agreement with Goldman Sachs & Co. LLC (“Goldman Sachs”).

The ASR and any future share repurchases will be conducted under the $500 million share repurchase program authorized by Sallie Mae’s Board of Directors, effective Jan. 22, 2026.

“Following our fourth-quarter earnings announcement, pursuant to our $500 million share repurchase authorization, we promptly implemented a dynamic repurchase plan, which was fully executed amid the significant market dislocation experienced over the past several weeks,” said Jon Witter, Chief Executive Officer, Sallie Mae. “Today’s accelerated share repurchase announcement, together with shares already repurchased this quarter, brings our first-quarter share repurchases and commitments to nearly $300 million, reflecting our disciplined approach to capital allocation and our belief in the power of our franchise. We will continue to evaluate other options to generate capital for share repurchases during this period of market dislocation and would hope to exhaust most, if not all, of our current $500 million authorization in 2026.”

On March 10, 2026, the company will prefund a $200 million ASR with Goldman Sachs and expects to receive and retire a significant portion of the shares shortly after execution, providing the company with prompt share count reduction.

The final number of shares to be repurchased will be based on the volume-weighted average price of the company’s common stock during the term of the ASR agreement, less a discount and subject to customary adjustments. At final settlement, the company may receive additional shares or, under certain circumstances, may be required to deliver shares or make a cash payment pursuant to the terms of the ASR agreement.

The transactions under the ASR agreement are expected to be completed prior to the end of the second quarter of 2026.

Additional information regarding today’s announcement can be found in a Form 8-K that Sallie Mae will file with the U.S. Securities and Exchange Commission.

Cautionary Note Regarding Forward Looking Statements

This press release includes forward-looking statements within the meaning of the Securities Act of 1933, as amended, the Securities Exchange Act of 1934, as amended, and the Private Securities Litigation Reform Act of 1995. These forward-looking statements may be identified by words such as “may,” “will,” “expect,” “intend,” “anticipate,” “believe,” “estimate,” “plan,” “project,” “could,” “should,” “would,” “continue,” “hope,” “seek,” “target,” “guidance,” “outlook,” “if current trends continue,” “optimistic,” “forecast”, “medium term,” “long term,” and other similar words. Such statements can include, but are not limited to, statements about the plans, objectives, expectations, intentions, estimates and strategies for the future, and other statements that are not historical facts of or about SLM Corporation, Sallie Mae Bank (“SMB”), and/or either of their direct or indirect subsidiaries (collectively, the “Company” or Sallie Mae”). These forward-looking statements are based on the Company’s current objectives, beliefs and expectations, and they are subject to significant risks and uncertainties that may cause actual results and financial position and timing of certain events to differ materially from the information in the forward-looking statements. These risks and uncertainties include, among others, those set forth in Item 1A. “Risk Factors” and elsewhere in the Company’s most recently filed Annual Report on Form 10-K, and other risks and uncertainties listed from time to time in the Company’s other filings with the Securities and Exchange Commission. Additionally, there may be other factors of which the Company is not currently aware that may affect matters discussed in the forward-looking statements and may also cause actual results to differ materially from those discussed. The Company does not assume any obligation to publicly update, revise, or supplement any

forward-looking statement to reflect actual results, changes in assumptions or changes in other factors affecting these forward-looking statements that occur after the date such statements were made or presented. Any forward-looking statements speak only as of the date this press release was published. In light of these risks, uncertainties, and assumptions, you should not put undue reliance on any forward-looking statements discussed herein.

###

Sallie Mae (Nasdaq: SLM) believes education and life-long learning, in all forms, help people achieve great things. As the leader in private student lending, we provide financing and know-how to support access to college and offer products and resources to help customers make new goals and experiences, beyond college, happen. Learn more at SallieMae.com. Commonly known as Sallie Mae, SLM Corporation and its subsidiaries are not sponsored by or agencies of the United States of America.

Contacts:

Media

Rick Castellano, 302-451-2541, rick.castellano@SallieMae.com

Investors

Kate deLacy, 571-438-9574, kate.delacy@salliemae.com

FAQ

What did SLM (Sallie Mae) announce in the March 2026 8-K filing?

SLM Corporation announced a $200 million accelerated share repurchase agreement with Goldman Sachs. The transaction falls under its $500 million board-authorized buyback program and is intended to retire shares quickly, reducing the company’s common stock share count over the agreement period.

How large is Sallie Mae’s accelerated share repurchase relative to its 2026 buyback plans?

The accelerated share repurchase is $200 million, part of a broader $500 million authorization. Including approximately $91 million of common stock already repurchased in 2026, first-quarter repurchases and commitments reach nearly $300 million, indicating a substantial capital return focus this year.

How will the final number of SLM shares repurchased under the ASR be determined?

The final share count will be based on the volume-weighted average price of SLM common stock during the ASR term, less a discount. At settlement, Sallie Mae may receive additional shares or, under some circumstances, may need to deliver shares or cash to Goldman Sachs.

When does Sallie Mae expect the $200 million accelerated share repurchase to be completed?

Sallie Mae expects transactions under the accelerated share repurchase agreement to be completed before the end of the second quarter of 2026. The company anticipates receiving and retiring a significant portion of shares shortly after execution, with final settlement occurring later in the ASR term.

Is the $200 million accelerated share repurchase part of a larger SLM buyback authorization?

Yes. The $200 million accelerated share repurchase and any future repurchases fall under a $500 million share repurchase program authorized by Sallie Mae’s board effective January 22, 2026. Management indicated it hopes to use most, if not all, of this authorization during 2026.

Can the SLM–Goldman Sachs accelerated share repurchase agreement be adjusted or terminated?

The agreement includes customary adjustment and termination provisions. If certain extraordinary events occur, Goldman Sachs may terminate the agreement, in which case Sallie Mae could end up receiving fewer shares of common stock than initially expected from the accelerated share repurchase.

Filing Exhibits & Attachments

6 documents

Press Releases

• EX-99.1 EX-99.1 12.4 KB

Agreements & Contracts

• EX-10.1 EX-10.1 223.1 KB

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA DOCUMENT 2.3 KB
• EX-101 XBRL TAXONOMY EXTENSION DEFINITION LINKBASE DOCUMENT 19.4 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE DOCUMENT 32.8 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE DOCUMENT 19.5 KB