SLM (SLM) Form 4: Independent Director Receives Equity Retainer

Rhea-AI Filing Summary

SLM Corporation (ticker: SLM) – Form 4 insider filing. Independent director Janaki Akella reported the award of 5,281 shares of restricted common stock on 06/17/2025 under the company’s 2021 Omnibus Incentive Plan, issued in partial payment of the annual director retainer. Transaction code “A” confirms the shares were granted, not purchased on the open market, at a stated price of $0. Following the grant, Akella’s total beneficial ownership stands at 12,480.9277 shares, inclusive of dividend-equivalent units tied to prior restricted stock awards. The new shares are subject to vesting terms outlined in the 2025 Independent Director Restricted Stock Agreement. No derivative securities were transacted, and there is no indication of sales or dispositions. The filing is routine compensation-related and does not reflect a market view or change in ownership control.

Insights

Financial Analyst

TL;DR: Routine board compensation grant; neutral for valuation.

The Form 4 shows a standard equity retainer—5,281 restricted shares—going to independent director Janaki Akella. With an ownership increase to roughly 12.5k shares, the stake remains immaterial relative to SLM’s ~240 million shares outstanding, so the grant has no direct earnings or cash-flow impact. Because the shares vest over time, they modestly align director incentives with shareholders, but the effect on governance or float is negligible. No open-market buying or selling occurred, so the filing does not signal insider sentiment about SLM’s valuation. Overall, investors should view this as routine and non-impactful.

Corporate Governance Specialist

TL;DR: Standard equity retainer; improves alignment, but not material.

SLM continues to compensate non-employee directors with equity, a governance practice encouraging long-term oversight. The award is covered by the 2021 Omnibus Incentive Plan and the 2025 Independent Director Restricted Stock Agreement, indicating established governance procedures. Vesting conditions add retention incentives, yet the absolute share count and current ownership (12,480.9277 shares) remain too small to influence board independence or control dynamics. No red flags are evident, and the filing complies with Section 16 reporting requirements.

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^*

Akella Janaki

(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	12,480.9277(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 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 Janaki Akella	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

What transaction did SLM (SLM) report for director Janaki Akella?

Akella received 5,281 restricted common shares as part of her annual director retainer on 06/17/2025.

Were any shares purchased on the open market?

No. The shares were granted at $0 under the company’s incentive plan, coded “A” for award.

How many SLM shares does Janaki Akella own after the grant?

Her total beneficial ownership is now 12,480.9277 shares, including dividend-equivalent units.

Are the new shares immediately vested?

No. The restricted stock vests according to the terms in the 2025 Independent Director Restricted Stock Agreement.

Does this filing signal insider buying or selling sentiment?

It is a routine compensation grant, not an open-market trade, hence neutral for sentiment.