Equity awards for SLM (SLM) EVP show PSU vesting and tax share withholding

Rhea-AI Filing Summary

SLM Corp executive Nicolas Jafarieh reported equity award activity involving company common stock. He acquired 58,880 shares on February 24, 2026 through the vesting of performance stock units originally granted on February 17, 2023. These vested shares remain subject to transfer restrictions and forfeiture conditions for one year until February 24, 2027.

On the same date, 27,792 shares were disposed of at $19.84 per share to cover tax withholding obligations related to the PSU vesting, a non‑open‑market transaction. After these transactions, Jafarieh directly held 237,436.534 shares of common stock, 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^*

Jafarieh Nicolas

(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 -Legal, Govt, Comm 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		58,880(1)	A	$0	265,228.534(2)	D
Common Stock	02/24/2026		F		27,792(3)	D	$19.84	237,436.534(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 Nicolas Jafarieh	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 transactions did SLM (SLM) executive Nicolas Jafarieh report?

Nicolas Jafarieh reported vesting of performance stock units, acquiring 58,880 SLM common shares, and a related tax-withholding disposition of 27,792 shares on February 24, 2026. Both transactions are non-open-market equity award and withholding events rather than discretionary stock purchases or sales.

Were the SLM (SLM) shares disposed by Nicolas Jafarieh an open-market sale?

No, the 27,792 SLM shares were disposed to satisfy tax withholding on vested performance stock units. The Form 4 labels this as a tax-withholding disposition, meaning shares were withheld, not sold through a typical open-market transaction to third-party buyers.

How many SLM (SLM) shares did Nicolas Jafarieh hold after these Form 4 transactions?

After the reported transactions, Nicolas Jafarieh directly held 237,436.534 SLM common shares. This figure includes dividend equivalent units associated with restricted stock units, as noted in the footnotes, and reflects his direct ownership following the vesting and tax-withholding events.

What triggered the 58,880-share equity award to SLM (SLM) executive Nicolas Jafarieh?

The 58,880-share award resulted from the vesting of performance stock units granted on February 17, 2023. Vesting was certified by SLM’s Compensation Committee on February 24, 2026, converting the earned units into common shares subject to further transfer and forfeiture conditions.

Are the newly vested SLM (SLM) shares for Nicolas Jafarieh immediately transferable?

No, the newly vested shares remain subject to transfer restrictions and forfeiture conditions for one year until February 24, 2027. During this period, the executive’s ability to transfer or fully realize these shares is contractually limited under the award’s terms.