Routine Restricted Stock Grant Adds 5,281 SLM Shares to Director’s Holdings

Rhea-AI Filing Summary

Form 4 overview: Independent director Mary Carter Warren Franke reported receiving 5,281 shares of SLM Corp. restricted common stock on 06/17/2025 under the company’s 2021 Omnibus Incentive Plan. The award, valued at $0 exercise price, represents a portion of the annual director retainer and is subject to vesting conditions outlined in the 2025 Independent Director Restricted Stock Agreement. Following the grant, the director’s direct beneficial ownership increased to 97,532.9277 shares; an additional 7,000 shares are held indirectly through the spouse’s IRA. The filing contains no derivative transactions, sales, or purchases for cash consideration, indicating this is a routine equity-based compensation grant rather than a market-driven trade.

Investor takeaway: The transaction modestly increases insider equity alignment but does not signal a change in sentiment or fundamentals for SLM (ticker: SLM). Given the small absolute share count versus SLM’s ~250 million shares outstanding, market impact is expected to be immaterial.

Insights

Financial Analyst

TL;DR: Routine director stock grant; negligible share count; no cash transaction—neutral for valuation.

The Form 4 discloses a standard restricted stock award to director Mary Carter Warren Franke. At 5,281 shares, the grant is less than 0.002% of outstanding stock and carries no purchase price, suggesting compensation, not insider conviction. Post-transaction ownership sits at ~97.5k shares, implying continued alignment but offering little signalling power. No derivative positions were exercised or disposed, and no sales occurred. Because the grant is customary for board compensation and does not reflect market timing, it should not materially affect stock supply, demand, or investor perception. Overall impact is neutral.

Corporate Governance Specialist

TL;DR: Filing shows compliant equity retainer; governance standards maintained; no red flags.

The award stems from SLM’s 2021 Omnibus Incentive Plan, reinforcing a pay-for-service structure typical for independent directors. Vesting provisions contained in the 2025 Agreement preserve retention incentives without immediate liquidity, aligning director interests with long-term shareholders. Absence of Rule 10b5-1 check marks indicates the transaction is not part of a trading plan, yet because it is a grant at zero cost, insider-trading risk is minimal. Governance posture remains sound, and there are no indications of preferential treatment or excessive compensation.

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^*

Franke Mary Carter Warren

(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
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
06/17/2025

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	06/17/2025		A		5,281(1)	A	$0	97,532.9277(2)	D
Common Stock								7,000	I	By Spouse's IRA

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. The reporting person received shares of Restricted Common Stock, issued pursuant to the terms of the SLM Corporation 2021 Omnibus Incentive Plan - 2025 Independent Director Restricted Stock Agreement (the "2025 Agreement") in partial payment of the annual retainer to independent directors. The Restricted Common Stock award is subject to vesting upon the terms set forth in the 2025 Agreement.

2. Includes Dividend Equivalent Units issued in connection with Restricted Common Stock held by the reporting person.

Remarks:

	/s/ Jeffrey Lipschutz (POA) for Mary Carter Warren Franke	06/20/2025
	** 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

How many SLM (SLM) shares did the director acquire in this Form 4?

5,281 restricted common shares were granted to Mary Carter Warren Franke on 06/17/2025.

Does the filing involve any insider selling of SLM stock?

No. The transaction is a grant; no shares were sold or disposed of for cash.

What is the director’s total direct ownership after the transaction?

Direct beneficial ownership increased to 97,532.9277 shares.

Are there any indirect holdings disclosed?

Yes. 7,000 shares are held indirectly via the director’s spouse’s IRA.

Is this Form 4 likely to impact SLM’s share price?

Impact is expected to be immaterial because the share count is negligible relative to total shares outstanding.