SLM Corp (SLM) CFO reports RSU vesting and tax-withheld shares

Rhea-AI Filing Summary

SLM Corp Executive Vice President and CFO Peter M. Graham reported a Form 4 transaction involving company common stock. On February 16, 2026, 11,159 shares from previously granted restricted stock units vested, and 3,614 of those shares were automatically withheld by the company to cover his tax obligations. After this tax-withholding disposition, he directly owned 107,732.147 shares of SLM common stock, including dividend equivalent units tied to his RSUs.

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)
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		3,614(1)	D	$24.04	107,732.147(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. 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, 11,159 shares vested in connection with these RSUs, of which 3,614 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.

Remarks:

	/s/ Jeffrey Lipschutz (POA) for Peter M. Graham	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 insider transaction did SLM (SLM) report for EVP and CFO Peter M. Graham?

SLM reported that EVP and CFO Peter M. Graham had 3,614 shares of common stock withheld. The shares were taken from vested restricted stock units to satisfy his tax withholding obligations, rather than being sold in an open-market transaction.

Was the SLM (SLM) Form 4 transaction a stock sale by the CFO?

No, the Form 4 describes a tax-withholding disposition, not an open-market sale. The company withheld 3,614 vested shares to cover EVP and CFO Peter M. Graham’s tax obligations associated with restricted stock units vesting on February 16, 2026.

How many SLM (SLM) restricted stock units vested for the CFO on February 16, 2026?

On February 16, 2026, 11,159 shares vested for EVP and CFO Peter M. Graham from previously granted restricted stock units. A portion of these vested shares was withheld by the company to cover his tax liabilities arising from the vesting event.

How many SLM (SLM) shares were withheld to cover taxes for the CFO?

The company withheld 3,614 shares of SLM common stock to satisfy Peter M. Graham’s tax withholding obligations. These shares came from his 11,159 vested restricted stock units and were reported on the Form 4 as a tax-withholding disposition transaction.

What is Peter M. Graham’s SLM (SLM) share ownership after the reported Form 4 transaction?

After the Form 4 transaction, Peter M. Graham directly owned 107,732.147 shares of SLM common stock. This figure includes dividend equivalent units associated with his restricted stock units, as noted in the filing’s footnotes for the reported ownership position.

What were the original terms of the SLM (SLM) RSU grant to the CFO?

The RSUs were granted on February 16, 2024, and were scheduled to vest in one-third increments on February 16, 2025, 2026, and 2027. The 2026 Form 4 reflects vesting of the second third and related tax-withholding share disposition.