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[Form 4] SLM Corporation Insider Trading Activity

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4
Rhea-AI Filing Summary

SLM Corporation (ticker: SLM) – Form 4 insider filing

Independent director Mark L. Lavelle reported two equity grants under the company’s 2021 Omnibus Incentive Plan. On 17 Jun 2025 he received 5,281 restricted shares as partial payment of his annual board retainer. On 18 Jun 2025 he received an additional 828 shares in lieu of his quarterly cash retainer and committee fees. Both transactions were coded “A” (acquisition) and carried a stated price of $0, confirming they were stock-for-services grants rather than open-market purchases.

Following the transactions, Lavelle’s direct beneficial ownership rose to 78,298.9277 common shares, which includes accumulated dividend equivalent units on prior restricted stock awards. The shares remain subject to the vesting conditions detailed in the 2025 Independent Director Restricted Stock Agreement.

No derivative securities were involved, and there were no dispositions. While the ownership change is modest relative to SLM’s public float, continued equity accumulation by a board member can be viewed as alignment of director incentives with shareholder interests.

Positive
  • Director’s equity stake increased, modestly enhancing alignment with shareholder interests.
  • No insider sales were reported, indicating continued holding posture.
Negative
  • None.

Insights

TL;DR: Routine director stock grants; improves alignment but immaterial for valuation.

The filing records standard retainer-in-stock elections under SLM’s omnibus plan. Such grants are common governance practice to foster board-shareholder alignment. The 6,109-share increase (about 8% of Lavelle’s holdings) is too small to signal strategic shifts or insider optimism. No sales or derivatives suggest a stable stance. From a governance lens, this is neutral-positive but not materially impactful for investors.

TL;DR: Minor insider acquisition; negligible impact on SLM investment thesis.

Because the shares were granted at no cost, the transaction does not reflect market-based buying pressure or valuation views. The director now owns ~78k shares, still a fraction of SLM’s ~240 million share float. I regard the news as non-impactful to price discovery, although continued no-sale behavior provides a marginal positive signal of confidence.

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*
Lavelle Mark L

(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 77,470.9277(2) D
Common Stock 06/18/2025 A 828(3) A $0 78,298.9277(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.
3. Represents a grant of shares of SLM Corporation's Common Stock (the "Shares") received in lieu of the reporting person's quarterly cash retainer and respective committee fees. The per share value of the Shares was equal to the closing sales price per share as of the grant date.
Remarks:
/s/ Jeffrey Lipschutz (POA) for Mark L. Lavelle 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 shares did director Mark L. Lavelle acquire?

He received 6,109 shares in total: 5,281 on 17 Jun 2025 and 828 on 18 Jun 2025.

What is Lavelle’s total beneficial ownership after the transactions?

His direct holdings rose to 78,298.9277 SLM common shares.

Were the shares purchased on the open market?

No. They were grants for board service under the 2021 Omnibus Incentive Plan at a stated price of $0.

Do the grants include any vesting conditions?

Yes. The restricted shares are subject to vesting terms outlined in the 2025 Independent Director Restricted Stock Agreement.

Did the filing report any derivative securities or sales?

No derivative positions or sales were disclosed; only restricted stock acquisitions were reported.
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