STOCK TITAN

SLM (SLM) CEO reports RSU-related tax-withholding share dispositions in Form 4

Filing Impact
(Very High)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

SLM Corp CEO Jonathan W. Witter reported routine equity compensation tax-withholding transactions. On February 16, 2026, 49,787 restricted stock units vested, and 18,829 shares of Common Stock were withheld by the company at $24.04 per share to cover tax obligations.

On February 17, 2026, 70,865 RSUs vested, and an additional 35,504 shares were withheld at $23.90 per share for taxes. These are coded as Form 4 transaction type "F", indicating payment of tax liability by delivering securities, not open-market buying or selling. After these dispositions, Witter directly owned 1,108,386.693 shares of SLM Corp Common Stock, which includes dividend equivalent units associated with his RSUs.

Positive

  • None.

Negative

  • None.
Insider Witter Jonathan W.
Role CEO
Type Security Shares Price Value
Tax Withholding Common Stock 35,504 $23.90 $849K
Tax Withholding Common Stock 18,829 $24.04 $453K
Holdings After Transaction: Common Stock — 1,108,386.693 shares (Direct)
Footnotes (1)
  1. On February 16, 2024, the reporting person was granted restricted stock units ("RSUs") representing rights to receive shares of Common Stock of SLM Corporation (the "Company"), subject to vesting conditions, to vest in one-third increments on February 16, 2025, 2026, and 2027. On February 16, 2026, 49,787 shares vested in connection with these RSUs, of which 18,829 shares were withheld by the Company to satisfy the reporting person's tax withholding obligations. Includes Dividend Equivalent Units in connection with RSUs held by the reporting person. On February 17, 2023, 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 February 17, 2024, 2025, and 2026. On February 17, 2026, 70,865 shares vested in connection with these RSUs, of which 35,504 shares were withheld by the Company to satisfy the reporting person's tax withholding obligations.
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
OMB Number: 3235-0287
Estimated average burden
hours per response: 0.5
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*
Witter Jonathan W.

(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)
X Director 10% Owner
X Officer (give title below) Other (specify below)
CEO
3. Date of Earliest Transaction (Month/Day/Year)
02/16/2026
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 02/16/2026 F 18,829(1) D $24.04 1,143,890.693(2) D
Common Stock 02/17/2026 F 35,504(3) D $23.9 1,108,386.693(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. On February 16, 2024, the reporting person was granted restricted stock units ("RSUs") representing rights to receive shares of Common Stock of SLM Corporation (the "Company"), subject to vesting conditions, to vest in one-third increments on February 16, 2025, 2026, and 2027. On February 16, 2026, 49,787 shares vested in connection with these RSUs, of which 18,829 shares were withheld by the Company to satisfy the reporting person's tax withholding obligations.
2. Includes Dividend Equivalent Units in connection with RSUs held by the reporting person.
3. On February 17, 2023, 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 February 17, 2024, 2025, and 2026. On February 17, 2026, 70,865 shares vested in connection with these RSUs, of which 35,504 shares were withheld by the Company to satisfy the reporting person's tax withholding obligations.
Remarks:
/s/ Jeffrey Lipschutz (POA) for Jonathan W. Witter 02/18/2026
** 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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