Tax withholding reduces SLM (SLM) COO Kerri Palmer’s vested RSU shares

Rhea-AI Filing Summary

SLM Corp executive Kerri A. Palmer reported several stock transactions tied to restricted stock unit (RSU) vesting and related tax withholding, rather than open-market sales. On February 16, 2026, 8,613 RSU shares vested and 2,849 shares of common stock were withheld by the company to cover taxes. On February 17, 2026, additional RSUs vested, with 12,221 and 3,131 shares withheld for tax obligations from separate grants. After these tax-withholding dispositions, Palmer directly owned about 101,871 shares of SLM common stock.

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)
02/16/2026

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		2,849(1)	D	$24.04	117,223.295(2)	D
Common Stock	02/17/2026		F		12,221(3)	D	$23.9	105,002.295(2)	D
Common Stock	02/17/2026		F		3,131(4)	D	$23.9	101,871.295(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. 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, 8,613 shares vested in connection with these RSUs, of which 2,849 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, 34,671 shares vested in connection with these RSUs, of which 12,221 shares were withheld by the Company to satisfy the reporting person's tax withholding obligations.

4. 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, 10,401 shares vested in connection with these RSUs, of which 3,131 shares were withheld by the Company to satisfy the reporting person's tax withholding obligations.

Remarks:

	/s/ Jeffrey Lipschutz (POA) for Kerri A. Palmer	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).
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 did SLM (SLM) executive Kerri A. Palmer report in this Form 4?

Kerri A. Palmer reported multiple tax-withholding dispositions of SLM common stock. These arose when previously granted restricted stock units vested and a portion of the shares was withheld by the company to satisfy tax obligations, rather than sold on the open market.

How many SLM shares were withheld for Kerri A. Palmer’s taxes?

Shares were withheld in three blocks: 2,849 shares on February 16, 2026, and 12,221 and 3,131 shares on February 17, 2026. Each block relates to separate RSU grants vesting and represents stock retained by the company to cover taxes.

Were Kerri A. Palmer’s SLM transactions open-market sales or tax withholding?

The transactions were tax-withholding dispositions, not open-market sales. The Form 4 uses code F, defined as payment of exercise price or tax liability by delivering securities, meaning the company withheld vested RSU shares to satisfy Palmer’s tax obligations.

What RSU grants drove the SLM stock withholding for Kerri A. Palmer?

The withholdings relate to restricted stock units granted on February 16, 2024 and February 17, 2023. These RSUs vest in one-third annual increments, and when the 2025 and 2026 tranches vested, part of the resulting shares was withheld for taxes.

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

After the reported tax-withholding dispositions, Kerri A. Palmer directly owned about 101,871.295 shares of SLM common stock. This figure comes from the latest line item in the Form 4, which lists total shares following the transaction.

What prices were used for Kerri A. Palmer’s SLM tax-withholding share dispositions?

The withheld SLM shares are reported at $24.04 per share for the February 16, 2026 transaction and $23.90 per share for the February 17, 2026 transactions. These prices are used solely for Form 4 reporting purposes tied to the RSU tax-withholding events.