Skip to main content

SLM Corp

For the period ended Jun 16, 2026. Filed Apr 27, 2026.

View on SEC.gov

About this filing

What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.

Jun 16, 2026 · Filed Apr 27, 2026

SLM$16.94-3.3%Stored close · as of Nov 6, 2026
See the whole filing, with its images and exhibits
Contents

Cover page

Show cover page

UNITED ST

AT

ES

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

☒

Filed by a party other than the Registrant

☐

Check the appropriate box:

☐Preliminary Proxy Statement
☐Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☒Definitive Proxy Statement
☐Definitive Additional Materials
☐Soliciting Material Pursuant to Section 240.14a-12

SLM Corporation

(Name of Registrant as Specified In Its Charter)

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

Payment of Filing Fee (Check all boxes that apply):

☒No fee required
☐Fee paid previously with preliminary materials
☐Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

300 Continental Drive Newark, Delaware 19713

April 27, 2026

Letter from the CEO

Dear Fellow Stockholders: On behalf of our Board of Directors and the entire Sallie Mae team, thank you for your continued support and investment in our company.

Our mission at Sallie Mae is grounded in an enduring belief in the power of higher education and its ability to unlock opportunities, strengthen communities, and help people build better futures. As the market leader for private student lending, we are proud to continue our steadfast support of students and their success as they navigateto, through, andimmediately after higher education.

In many ways, 2025 was a watershed year for our industry. While there is still broad recognition of the value of higher education, important discussions about affordability, outcomes, and how students and families can maximize the value of their investment moved to the forefront. Significant reforms to the federal student loan program will change how students and families approach paying for college and should reduce the likelihood that they take on unsustainable levels of federal student debt. At the same time, schools accelerated innovation to develop programs better aligned with the needs of students and the future economy.

Our strategy positions us well for these changes. We continue to empower student success, and we have expanded our tools, resources, and insights to help families plan and pay for higher education. We are also leveraging our deep product and credit knowledge to enhance our core private student loan business through improvements in underwriting, credit administration, marketing, and other key functions. In addition,

we are introducing new offerings to better serve evolving student needs, including a far greater focus on graduate students, while maintaining a strong emphasis on responsible lending. Finally, our inaugural strategic partnership gives us the potential to serve a broader group of customers, improve capital efficiency, and support our disciplined growth strategy.

In this context, we are pleased to have delivered strong results for 2025. We expanded originations, maintained strong cosigner participation, improved our net charge-off rate, and returned capital to stockholders. These achievements generate real momentum for 2026 and beyond.

I look forward to our 2026 Annual Meeting of Stockholders on Tuesday, June 16, 2026, at 1 p.m. EDT, to be held virtually atwww.virtualshareholdermeeting.com/SLM2026.

You can find details about the business to be conducted at the Annual Meeting and how to participate in the attached Notice of Annual Meeting and proxy statement. You are being asked to vote on several matters. Your vote is important, regardless of the number of shares you own, and all holders of our Common Stock are 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.

We appreciate your continued confidence in Sallie Mae.

All best,

Jonathan W. Witter

Chief Executive Officer

Notice of SLM Corporation’s 2026

Annual Meeting of Stockholders

DateTimePlace
Tuesday1:00 p.m.Meeting live via internet – please visit
June 16, 2026Eastern Daylight Timewww.virtualshareholdermeeting.com/SLM2026
How to Vote Your participation in the Annual Meeting is important. SLM Corporation urges you to take the time to carefully read the proposals described in the proxy statement and vote your proxy at your earliest convenience.
You may vote one of the following ways: By Telephone 1-800-690-6903 By Internet before the meeting www.proxyvote.comBy Mail completing and signing the proxy card enclosed and returning it in the envelope provided By Internet during the meeting www.virtualshareholdermeeting.com/SLM2026

Items of Business

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

PROPOSAL 2: Approve, on an advisory basis, SLM Corporation’s executive compensation;

PROPOSAL 3: Ratify the appointment of KPMG LLP as SLM Corporation’s independent registered public accounting firm for the year ending December 31, 2026; and

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

2026 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/SLM2026. 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 20, 2026, will be entitled to notice of, and to vote at, the Annual Meeting or any adjournment or postponement of the Annual Meeting. On April 20, 2026, 188,592,995 shares of Common Stock were outstanding and eligible to be voted.

By order of the Board of Directors,

Richard M. Nelson

Corporate Secretary

April 27, 2026

ContentsView on SEC.gov

The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.