SLM Corp (SLM) EVP Palmer receives stock grant and tax-share withholding

Rhea-AI Filing Summary

SLM Corp executive Kerri A. Palmer reported equity compensation activity involving company common stock. She acquired 49,637 shares on February 24, 2026 as a grant related to performance stock units vested from awards granted on February 17, 2023. These shares were certified by the Compensation Committee and remain subject to transfer restrictions and forfeiture conditions until February 24, 2027. On the same date, 22,387 shares at $19.84 per share were disposed of to cover tax withholding obligations, leaving her with 129,121.295 directly owned shares, which include dividend equivalent units tied to restricted stock units.

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

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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^*

Palmer Kerri A.

(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, Chief Operational Officer

3. Date of Earliest Transaction (Month/Day/Year)
02/24/2026

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	02/24/2026		A		49,637(1)	A	$0	151,508.295(2)	D
Common Stock	02/24/2026		F		22,387(3)	D	$19.84	129,121.295(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. Represents shares awarded of the Company Common Stock in connection with the vesting of performance stock units awarded on February 17, 2023 ("PSUs"), as certified by the Compensation Committee on February 24, 2026. Such shares remain subject to transfer restrictions and forfeiture conditions for one year until February 24, 2027.

2. Includes Dividend Equivalent Units in connection with restricted stock units held by the reporting person.

3. Represents shares of the Company Common Stock required to be withheld to satisfy the reporting person's tax withholding obligations in connection with the vesting of the PSUs.

Remarks:

	/s/ Jeffrey Lipschutz (POA) for Kerri A. Palmer	02/26/2026
	** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What insider stock transactions did SLM (SLM) executive Kerri A. Palmer report?

Kerri A. Palmer reported an equity grant and a tax-related share disposition. She received 49,637 SLM Corp common shares from vested performance stock units and had 22,387 shares withheld to cover tax obligations, all dated February 24, 2026.

How many SLM (SLM) shares did Kerri A. Palmer acquire through equity awards?

She acquired 49,637 SLM Corp common shares at no stated price per share. The shares came from performance stock units granted February 17, 2023 and certified by the Compensation Committee on February 24, 2026, subject to transfer and forfeiture conditions for one year.

Why were 22,387 SLM (SLM) shares disposed of in Kerri A. Palmer’s Form 4?

The 22,387 SLM Corp shares were withheld to satisfy tax withholding obligations. This tax-withholding disposition was tied to the vesting of performance stock units, with the shares valued at $19.84 each on February 24, 2026 according to the reported transaction.

What restrictions apply to Kerri A. Palmer’s newly vested SLM (SLM) shares?

The newly vested SLM Corp shares are subject to one-year transfer and forfeiture conditions. They relate to performance stock units awarded February 17, 2023, certified on February 24, 2026, and remain restricted until February 24, 2027 under the award terms.

How many SLM (SLM) shares does Kerri A. Palmer own after these transactions?

After the award and tax withholding, she directly owns 129,121.295 SLM Corp common shares. This figure includes dividend equivalent units associated with restricted stock units, as specified in the Form 4 footnotes for the reported transactions.

What do the dividend equivalent units noted in the SLM (SLM) Form 4 represent?

The dividend equivalent units increase her reported SLM Corp share holdings. They arise in connection with restricted stock units she holds, and are included in the total directly owned shares disclosed after the February 24, 2026 equity award and tax withholding transactions.