SLM Corp

This summary highlights certain information contained in the proxy statement. You should read the entire proxy statement and the 2025 Form 10-K carefully before you vote.

SLM’s Strategy

To further focus our business and increase stockholder value, we continue to advance our strategic imperatives. Our primary focus is driving innovation to maximize the sustainable growth and profitability of our core private student loan business. Additionally, we aim to accelerate the growth of new lines of business to attract more customers requiring our products and services. We are also focused on building the data infrastructure, technology, and talent required to compete in a digital world. We seek to create a customer-centric brand as an education solutions company that supports students and families through their higher education journey. We are focused on driving greater internal commitment to our mission, brand, and strategy, while evolving our structure and risk capabilities to support our core private student loan business and emerging new businesses.

We strive to maximize the revenue of our core private student loan business by (i) driving penetration at all schools, (ii) increasing market share by bridging gaps in student funding needs, (iii) enhancing risk-adjusted pricing and underwriting, and (iv) improving marketing, digital, and data capabilities. In addition, we work to manage our unit costs by (a) maintaining a strong focus on fixed cost discipline, (b) driving towards reducing both the unit costs of servicing and the unit cost of acquisitions, (c) improving third-party vendor cost management, and (d) driving towards strong operating leverage.

In 2025, we announced our first strategic partnership. This new funding model allows us to establish a capital-light, fee-based revenue strategy that complements our core private student loan business. Under our strategic partnership (and any future partnerships that we may enter into), we intend to sell Private Education Loans while maintaining the relationships with customers, retaining servicing for the sold loans, and earning ongoing fees for providing servicing and program management, including industry expertise. We expect strategic partnerships to expand our access to scalable and capital efficient funding through innovative structures, while strengthening our loan originations capacity and ability to serve students families.

Additionally, we continued to optimize the value of our Sallie Mae brand and attractive client base by (i) building products and services that leverage our customer affiliation, (ii) ensuring alignment of our products and services with our core mission and driving customer value, (iii) prioritizing partnerships and other capital efficient avenues of growth, and (iv) seeking opportunities to optimize return on our investments.

PROXY STATEMENT SUMMARY

During 2025, we worked to maintain a rigorous capital allocation and return program by (i) paying quarterly Common Stock dividends to $0.13 per share, (ii) selling approximately $5.0 billion of Private Education Loans (as hereinafter defined), and (iii) repurchasing approximately 12.8 million shares of our Common Stock pursuant to Rule 10b5-1 trading plans authorized under our share repurchase programs.

Corporate Governance Highlights

We believe strong corporate governance is critical for our success. Integral to our governance structures are (i) director independence, as our Board of Directors as of December 31, 2025, was comprised of 92% independent directors, (ii) separate roles of Board Chair and Chief Executive Officer (“CEO”), (iii) active risk oversight by the Board of Directors and Board committees, (iv) a Code of Business Conduct for all directors, officers, and employees, (v) breadth of experience and perspective on our Board of Directors, and (vi) board refreshment evidenced by 46% of our Board of Directors having tenure of fewer than four years of service as of December 31, 2025.

Executive Compensation

Our executive compensation philosophy aligns the compensation received by our named executive officers with the Company’s performance. The Company’s performance-based compensation programs focus senior executives on goals that drive short- and long-term performance while balancing risk and reward. While the annual incentive plan came in slightly below target, the Company’s relative total shareholder return performance under our Long-Term Incentive Plan 2023 performance stock units was strong, and we believe executive compensation is aligned with Company performance. For more information on executive compensation, including our practices and philosophy, please see the “Compensation Discussion & Analysis” on page 29.

Highlights of 2025 Company Performance

PROXY STATEMENT SUMMARY

Stock Performance

The Company’s stock generated a three-year total return for stockholders of 74.35 percent from December 31, 2022 through December 31, 2025, compared to 128.71 percent for our peer group of companies, 153.84 percent for the S&P Supercomposite Consumer Finance Sub-Industry Index, and 24.72 percent for the S&P 400 Regional Bank Sub-Industry Index. As of December 31, 2025, the Company ranked in the 40th percentile of total returns for the three-year period of our peer group.

* For the full roster of members of our peer group, please refer to the section below on page 45 entitled “Peer Group Analysis.”