SLM Corp

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

Filed by the Registrant

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SLM Corporation

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement if other than the Registrant)

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300 Continental Drive Newark, Delaware 19713

April 28, 2025

Letter from the CEO

Dear Fellow Stockholders: On behalf of the Board of Directors, thank you for your continued support and investment in Sallie Mae. Last year in this letter, I spoke about the value of higher education, the strength

of our broader university system, and the important role Sallie Mae plays in supporting students and families as they navigateto, through, and immediately after college.

I believe these perspectives continue to be true. On average, individuals who complete a higher education program have higher lifetime earnings and their children are more likely to attend college in the future. The United States continues to have the best higher education system comprised of leading research universities, a strong system of community colleges, state and private universities, and specialty programs, and each year produces highly educated graduates who strengthen our economy.

Sallie Mae continues to play an important role helping families as they responsibly finance their higher education. Over the last year, we have also made significant progress in creating new tools and resources to connect individuals to scholarships, research schools, and complete the Free Application for Federal Student Aid (FAFSA). In addition, through our industry-leading research, strategic partnerships, and advocacy, we’re championing solutions that can help more students and families successfully access and complete their higher education.

This important work has translated into significant results for our stockholders. In 2024, we exceeded expectations for originations, sustained improvements in credit performance and credit quality, and continued our robust capital return program. Our underwriting, servicing, and collection capabilities continue to drive efficiency and positive customer outcomes. We generated a 51% 3-year Total Shareholder Return through year-end 2024 – well above the peer group average. We believe we have great momentum and are well-positioned to deliver strong results for stockholders now and into the future.

While we are proud of these results, we also need to acknowledge the important conversations happening today about reforming the higher education financing system. While the exact nature of any federal changes remains unclear at this time, there is a growing recognition that the current federal

system does too much for too many and not enough for those who need the most support. In addition, unlimited federal lending without meaningful underwriting and transparency has led to overborrowing.

We are hopeful that any potential changes will make the system work better for every student and family. As the industry leader for private student lending, we recognize too that our actions and advocacy can make a significant impact. With that in mind, our investors, customers, university partners, and other key stakeholders should know the following:

I look forward to our 2025 Annual Meeting of Stockholders (the “Annual Meeting”) on Tuesday, June 17, 2025, at 1 p.m. Eastern Daylight Time to be held virtually atwww.virtualshareholdermeeting.com/SLM2025.

Details of the business to be conducted at the Annual Meeting and how to participate are provided in the attached Notice of Annual Meeting and proxy statement. You are being asked to vote on several important matters. Your vote is important, regardless of the number of shares you own, and all holders of our Common Stock are cordially invited to attend the Annual Meeting. Please vote at your earliest convenience by following the instructions in the Notice of Availability of Proxy Materials or the proxy card you received in the mail.

All best,

Jonathan W. Witter

Chief Executive Officer

Notice of SLM Corporation’s 2025

Annual Meeting of Stockholders

Items of Business

PROPOSAL 1: Elect 13 directors nominated by the SLM Corporation Board of Directors (the “Board of Directors” or the “Board”), each for a one-year term, to serve until their successors have been duly elected and qualified;

PROPOSAL 2: Approve the SLM Corporation 2025 Employee Stock Purchase Plan (the “2025 ESPP”), including the number of shares of Common Stock authorized for issuance under the plan;

PROPOSAL 3: Approve, on an advisory basis, SLM Corporation’s executive compensation;

PROPOSAL 4: Ratify the appointment of KPMG LLP as SLM Corporation’s independent registered public accounting firm for the year ending December 31, 2025; and

OTHER BUSINESS: Transact such other business as may properly come before the Annual Meeting or any adjournment or postponement of the Annual Meeting.

2025 Virtual Annual Stockholder Meeting

After careful consideration, the Board of Directors has determined to hold a virtual annual meeting in order to facilitate stockholder attendance and participation by enabling stockholders to participate from any location and at no cost. We believe this is the right choice for SLM Corporation at this time, as it enables engagement with our stockholders, regardless of size of holdings, resources, or physical location of stockholders. We are committed to ensuring that stockholders will be afforded the same rights and opportunities to participate as they would be at anin-person meeting, including submitting questions. You will be able to attend the meeting online, vote your shares electronically, and submit questions during the meeting by visitingwww.virtualshareholdermeeting.com/SLM2025. To participate in the virtual meeting, you will need the 16-digit control number included on your Notice, proxy card, or voting instruction form. The meeting webcast will begin promptly at 1:00 p.m., Eastern Daylight Time. We encourage you to log in and access the meeting at least 15 minutes prior to the start time.

Record Date

Stockholders of record of the Company’s Common Stock, par value $.20 per share (“Common Stock”), as of the close of business on April 21, 2025, will be entitled to notice of, and to vote at, the Annual Meeting or any adjournment or postponement of the Annual Meeting. On April 21, 2025, 209,856,503 shares of Common Stock were outstanding and eligible to be voted.

By order of the Board of Directors,

Richard M. Nelson

Corporate Secretary

April 28, 2025