[Form 4] SLM Corporation Insider Trading Activity

Rhea-AI Filing Summary

OFA Group’s Form 20-F covers FY 2025 (ended 31 Mar 25), the first annual report since its 22 May 25 Nasdaq IPO (symbol OFAL).

• Revenue dropped to $202,007, down 62% from $530,606 in FY 2024.
• Net loss widened to $714,680 (FY 2024: $93,197), driving an accumulated deficit of $1.03 million.
• Backlog rose to $491,279, +141% YoY, offering some future revenue visibility.
• 9,611,111 ordinary shares were outstanding at year-end.

Operations are conducted solely through a Hong Kong subsidiary; 100 % of revenue derives from fixed-price contracts. Two customers supplied 36% of FY 2025 sales, underscoring concentration risk. The filing cites extensive risk factors: competitive pressures, Hong Kong/PRC regulatory uncertainty, inflation impacts on fixed-price work, and cybersecurity threats.

The audit identified material weaknesses—inadequate segregation of duties and insufficient related-party procedures—though management has appointed a full-time CFO, formed an independent audit committee and adopted new controls to remediate them. No PCAOB inspection impediments are noted because auditor M&K CPAS LLC is U.S. based.

Key take-away: despite a larger backlog and U.S. listing, the company remains early-stage, loss-making and exposed to execution, customer and jurisdictional risks.

Positive

• Backlog up 141% YoY, rising to $491,279, indicating potential future revenue growth.
• Successful Nasdaq Capital Market listing on 22 May 2025 provides access to public equity and increased visibility.

Negative

• Revenue fell 62% to $202,007, signalling significant demand deterioration.
• Net loss widened to $714,680, eroding shareholder equity and creating an accumulated deficit of $1.03 M.
• Material weaknesses in internal control over financial reporting identified by auditors.
• Customer concentration: two clients accounted for 36% of FY 2025 revenue.
• Exclusive reliance on fixed-price contracts exposes company to cost-overrun risk amid inflation.
• Operations confined to Hong Kong; subject to PRC oversight uncertainties and geopolitical tensions.

Insights

Financial Analyst

TL;DR: Revenue collapsed 62% while losses ballooned; backlog growth and Nasdaq listing offer upside but overall picture remains financially weak.

FY 2025 revenue of $0.20 M is immaterial for a listed entity and signals contracting demand or project delays. The 7.7× jump in net loss relative to FY 2024 reflects operating leverage issues and IPO-related costs. Gross backlog at $0.49 M exceeds current-year revenue, suggesting a rebound pipeline, yet conversion risk is high given 100 % fixed-price exposure and inflationary pressures. Cash details are not disclosed here, so liquidity post-IPO is unclear. Until top-line traction improves and internal-control weaknesses are fully remediated, equity valuation should remain speculative.

Risk Analyst

TL;DR: Heavy customer concentration, Hong Kong regulatory overhang and control deficiencies elevate operational and governance risk.

The firm relies on a single Hong Kong subsidiary; PRC ‘long-arm’ provisions could interrupt cash flows or impose new compliance burdens. Two clients supply over one-third of revenue and all contracts are fixed price—both amplify earnings volatility. Identified material-control weaknesses raise the probability of reporting errors or fraud until remediation proves effective. Lack of professional liability insurance further heightens downside in the event of project failures. Overall, risk profile remains high despite PCAOB-compliant U.S. auditor.

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^*

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)
07/29/2025

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	07/29/2025		S		55,000	D	$32.2073(1)	119,253.41(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. The price in Column 4 is a weighted average price. The prices actually received ranged from $31.85 to $32.7807. For all transactions reported in this Form 4 utilizing a weighted average price, the reporting person will provide to the issuer, any security holder of the issuer, or the SEC staff, upon request, information regarding the number of units sold at each price within the range.

2. Includes Dividend Equivalent Units in connection with restricted stock units held by the reporting person.

Remarks:

	/s/ Jeffrey Lipschutz (POA) for Kerri A. Palmer	07/31/2025
	** 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

What were OFAL’s FY 2025 revenue and net loss?

Revenue was $202,007; net loss was $714,680, versus a $93,197 loss in FY 2024.

How did OFA Group’s backlog change year over year?

Backlog increased to $491,279 from $204,014, a 141% rise.

How many OFAL ordinary shares were outstanding at March 31 2025?

There were 9,611,111 ordinary shares outstanding.

When did OFA Group complete its IPO and where are its shares traded?

The company consummated its IPO on 22 May 2025; shares trade on the Nasdaq Capital Market under ticker OFAL.

What material weaknesses did the auditor identify?

They relate to inadequate segregation of duties and insufficient procedures for related-party transactions; remediation efforts are underway.

How concentrated is OFAL’s customer base?

Two customers contributed 36% of FY 2025 revenue; in FY 2024, three customers supplied 49%.