SLM (SLM) CEO receives 338,188-share award, withholds stock for taxes

Rhea-AI Filing Summary

SLM Corp CEO Jonathan W. Witter reported compensatory equity transactions in company common stock. He acquired 338,188 shares at no cost through the vesting of performance stock units granted on February 17, 2023, certified by the Compensation Committee on February 24, 2026. These shares are subject to transfer restrictions and forfeiture conditions until February 24, 2027.

To cover related tax withholding obligations, 169,433 shares were disposed of at $19.84 per share. After these transactions, Witter directly held 1,277,141.693 shares of SLM common stock, including 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^*

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)
02/24/2026

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		338,188(1)	A	$0	1,446,574.693(2)	D
Common Stock	02/24/2026		F		169,433(3)	D	$19.84	1,277,141.693(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. 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 Jonathan W. Witter	02/26/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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** 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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FAQ

What insider transactions did SLM (SLM) CEO Jonathan W. Witter report?

Jonathan W. Witter reported a grant of 338,188 SLM common shares from vested performance stock units and a disposition of 169,433 shares for tax withholding. Both transactions occurred on February 24, 2026, and relate to equity compensation awards.

Were SLM (SLM) shares bought or sold on the open market in this Form 4?

The Form 4 shows no open-market purchases or sales. Shares were acquired via equity award vesting, and a portion was disposed of solely to satisfy tax withholding obligations tied to the vesting, rather than discretionary trading activity.

How many SLM (SLM) shares did the CEO receive from performance stock units?

The CEO received 338,188 shares of SLM common stock from the vesting of performance stock units granted on February 17, 2023. The Compensation Committee certified the vesting on February 24, 2026, and the resulting shares remain restricted for one year.

Why were 169,433 SLM (SLM) shares disposed of in this insider filing?

The 169,433 SLM shares were withheld to cover tax obligations arising from the vesting of performance stock units. This tax-withholding disposition occurred at a reported price of $19.84 per share and is a standard mechanism for satisfying payroll tax liabilities.

What are the restrictions on the newly vested SLM (SLM) shares?

The newly vested 338,188 SLM shares remain subject to transfer restrictions and forfeiture conditions for one year, until February 24, 2027. During this period, the CEO does not have full flexibility to transfer or dispose of these shares.

How many SLM (SLM) shares does the CEO hold after these transactions?

Following the reported equity award vesting and tax withholding, the CEO directly holds 1,277,141.693 SLM common shares. This figure includes dividend equivalent units associated with restricted stock units, as noted in the filing’s footnotes.