SLM (SLM) CEO awarded 165,147 RSUs as 18,411 shares withheld for tax

Rhea-AI Filing Summary

SLM Corp director and CEO Jonathan W. Witter reported equity compensation activity and related tax withholding. On March 2, he acquired 165,147 shares of Common Stock through a grant of restricted stock units at a stated price of $0.0000 per share under the 2021 Omnibus Incentive Plan. These RSUs are scheduled to vest in one-third increments on March 2, 2027, 2028, and 2029, subject to continued employment.

On March 3, 18,411 shares of Common Stock were disposed of at $19.19 per share as shares withheld by the company to cover his tax withholding obligations upon vesting of an earlier RSU grant. After these transactions, he directly owned a reported 1,423,877.693 shares of Common Stock, including dividend equivalent units tied to RSUs.

Insights

Equity Compensation Analyst

Routine CEO equity grant and tax withholding, overall neutral impact.

The filing shows SLM Corp granting CEO Jonathan W. Witter 165,147 restricted stock units classified as Common Stock, with no cash paid by him. Vesting in three annual tranches from 2027 to 2029 ties compensation to continued service.

A separate disposition of 18,411 shares at $19.19 per share reflects shares withheld by the company to satisfy tax obligations on vesting RSUs, not an open‑market sale. Afterward, he held 1,423,877.693 shares, including dividend equivalent units. These are standard long-term incentive mechanisms and do not, by themselves, signal a change in corporate outlook or strategy.

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^*

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)
03/02/2026

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	03/02/2026		A		165,147(1)	A	$0	1,442,288.693(2)	D
Common Stock	03/03/2026		F		18,411(3)	D	$19.19	1,423,877.693(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. A long-term incentive award of restricted stock units ("RSUs") under the SLM Corporation 2021 Omnibus Incentive Plan, which is classified as "Common Stock," as permitted, since the RSUs will be settled solely by delivery of shares of SLM Corporation (the "Company") Common Stock. Subject to continuing employment, these RSUs vest in one-third increments on March 2, 2027, 2028, and 2029.

2. Includes Dividend Equivalent Units in connection with RSUs held by the reporting person.

3. On March 3, 2025, the reporting person was granted RSUs representing rights to receive shares of Common Stock of the Company, subject to vesting conditions, to vest in one-third increments on March 3, 2026, 2027, and 2028. On March 3, 2026, 36,747 shares vested in connection with these RSUs, of which 18,411 shares were withheld by the Company to satisfy the reporting person's tax withholding obligations.

Remarks:

	/s/ Jeffrey Lipschutz (POA) for Jonathan W. Witter	03/04/2026
	** 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 equity award did SLM (SLM) grant to CEO Jonathan W. Witter?

SLM granted Jonathan W. Witter 165,147 restricted stock units classified as Common Stock at a stated price of $0.0000 per share. The award was made under the 2021 Omnibus Incentive Plan as a long-term incentive tied to future vesting conditions.

How do Jonathan W. Witter’s new RSUs from SLM (SLM) vest over time?

The 165,147 restricted stock units granted to Jonathan W. Witter vest in three equal one‑third installments. Vesting occurs on March 2, 2027, March 2, 2028, and March 2, 2029, provided he remains continuously employed with SLM Corporation.

Why were 18,411 SLM (SLM) shares disposed of in Jonathan W. Witter’s Form 4?

The 18,411 SLM Common Stock shares were withheld by the company at $19.19 per share to cover Jonathan W. Witter’s tax withholding obligations. This occurred when 36,747 shares vested from an earlier RSU grant dated March 3, 2025.

Is the 18,411-share transaction by SLM (SLM) CEO an open-market sale?

No, the 18,411-share transaction is described as shares withheld to satisfy tax withholding obligations on vesting RSUs. It is coded as a tax-withholding disposition, not a discretionary open-market sale by Jonathan W. Witter.

How many SLM (SLM) shares does CEO Jonathan W. Witter hold after these transactions?

After the reported RSU grant and tax-withholding share disposition, Jonathan W. Witter directly held 1,423,877.693 shares of SLM Common Stock. This figure includes dividend equivalent units associated with his outstanding restricted stock unit awards.

What earlier RSU grant to SLM (SLM) CEO vested in March 2026?

An earlier RSU grant dated March 3, 2025 vested in part on March 3, 2026. At that time, 36,747 shares vested, and 18,411 of those shares were withheld by SLM Corporation to satisfy Jonathan W. Witter’s tax withholding obligations.