SLM Corp (SLM) CFO receives RSU grant as tax-withholding shares are disposed

Rhea-AI Filing Summary

SLM Corp EVP and CFO Peter M. Graham reported equity compensation and related tax withholding transactions in company stock. On March 2, he acquired 49,314 restricted stock units classified as Common Stock at $0.00 per share as a long-term incentive award that vests in one-third increments on March 2, 2027, 2028, and 2029. On March 3, 4,708 shares of Common Stock were disposed of through a tax-withholding transaction when 10,437 shares vested from a prior RSU grant dated March 3, 2025. After these transactions, he held 152,338.147 shares of Common Stock directly.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Graham Peter M

(Last) (First) (Middle)

300 CONTINENTAL DRIVE

(Street)

NEWARK DE 19713

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
SLM Corp [ SLM ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	EVP, CFO

3. Date of Earliest Transaction (Month/Day/Year)
03/02/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	03/02/2026		A		49,314(1)	A	$0	157,046.147(2)	D
Common Stock	03/03/2026		F		4,708(3)	D	$19.19	152,338.147(2)	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. A long-term incentive award of restricted stock units ("RSUs") under the SLM Corporation 2021 Omnibus Incentive Plan, which is classified as "Common Stock," as permitted, since the RSUs will be settled solely by delivery of shares of SLM Corporation (the "Company") Common Stock. Subject to continuing employment, these RSUs vest in one-third increments on March 2, 2027, 2028, and 2029.

2. Includes Dividend Equivalent Units in connection with RSUs held by the reporting person.

3. On March 3, 2025, the reporting person was granted RSUs representing rights to receive shares of Common Stock of the Company, subject to vesting conditions, to vest in one-third increments on March 3, 2026, 2027, and 2028. On March 3, 2026, 10,437 shares vested in connection with these RSUs, of which 4,708 shares were withheld by the Company to satisfy the reporting person's tax withholding obligations.

Remarks:

	/s/ Jeffrey Lipschutz (POA) for Peter M. Graham	03/04/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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FAQ

What insider transactions did SLM (SLM) EVP and CFO Peter M. Graham report?

Peter M. Graham reported an equity award and a tax-related share disposition. He received 49,314 restricted stock units as a long-term incentive and 4,708 shares were withheld to cover taxes when 10,437 RSU shares vested from a prior grant.

How many SLM (SLM) shares did Peter M. Graham acquire in this Form 4?

He acquired 49,314 restricted stock units classified as Common Stock at $0.00 per share. These RSUs are part of a long-term incentive award and will settle in SLM Corporation Common Stock, subject to future vesting and continued employment conditions.

What was the purpose of the 4,708 SLM (SLM) shares disposed by Peter M. Graham?

The 4,708 shares were disposed of to satisfy tax withholding obligations. They were withheld by the company when 10,437 shares vested from RSUs granted on March 3, 2025, and reflect a tax-withholding disposition rather than an open-market sale.

When do Peter M. Graham’s new SLM (SLM) RSUs vest?

The newly granted RSUs vest in one-third increments on March 2, 2027, March 2, 2028, and March 2, 2029. Vesting is subject to his continuing employment, and the RSUs will be settled solely in SLM Corporation Common Stock upon vesting.

How many SLM (SLM) shares does Peter M. Graham hold after these transactions?

Following the reported transactions, Peter M. Graham directly held 152,338.147 shares of SLM Corporation Common Stock. This figure includes shares associated with RSU awards and reflects his direct ownership position after the tax-withholding disposition.

What plan governs Peter M. Graham’s new SLM (SLM) RSU award?

The RSU award was granted under the SLM Corporation 2021 Omnibus Incentive Plan. The units are treated as Common Stock because they will be settled solely in SLM Common Stock, and they function as a long-term incentive tied to continued employment and vesting dates.