Form 4: SLM CFO Sells Shares for Tax Obligations

SLM Corp's EVP, CFO & Treasurer, Peter M. Graham, sold 10,105 shares of common stock to cover tax liabilities upon the vesting of restricted stock units.

Summary

• Peter M. Graham, Executive Vice President, Chief Financial Officer & Treasurer of SLM Corp, reported a transaction on October 30, 2025.
• The transaction involved the disposition of 10,105 shares of SLM Common Stock at a price of $26.61 per share.
• These shares were withheld by the company to satisfy tax withholding obligations related to the vesting of restricted stock units (RSUs).
• On October 30, 2025, 22,402 shares vested in connection with RSUs granted on October 30, 2023.
• The original RSU grant was subject to vesting in one-third increments on October 30, 2024, 2025, and 2026.
• Following this transaction, Peter M. Graham beneficially owns 110,974.2543 shares of Common Stock.
• The beneficially owned amount includes Dividend Equivalent Units issued in connection with RSUs held by the reporting person.

Sentiment

Score: 5

Explanation: The transaction is an administrative sale for tax withholding purposes upon RSU vesting, which is a routine event and does not reflect a discretionary decision by the executive regarding the company's prospects. Therefore, it is neutral in sentiment.

Positives

• The vesting of 22,402 restricted stock units on October 30, 2025, represents earned compensation for the EVP, CFO & Treasurer, Peter M. Graham.

Negatives

• Peter M. Graham's direct beneficial ownership of SLM Corp common stock decreased by 10,105 shares due to tax withholding.

Future Outlook

The filing indicates that the remaining one-third increment of the restricted stock units granted on October 30, 2023, is scheduled to vest on October 30, 2026.

Industry Context

This is a routine insider transaction related to executive compensation and tax obligations, which is common across publicly traded companies and does not reflect broader industry trends or competitive positioning.

Comparison to Industry Standards

• The practice of withholding shares to cover tax obligations upon the vesting of restricted stock units is a standard and common procedure for executive compensation in publicly traded companies, aligning with typical corporate governance and compensation practices across various industries.
• The reported transaction is administrative in nature and does not provide specific data points for direct comparison to discretionary trading activities of executives at comparable companies like Discover Financial Services (DFS) or Navient (NAVI) without further context on their compensation structures and trading policies.

Stakeholder Impact

• Shareholders: Minimal impact as this is a routine, non-discretionary transaction for tax purposes, not indicative of a change in executive confidence or company fundamentals.
• Employees: No direct impact on the broader employee base.
• Executive (Peter M. Graham): The transaction reflects the realization of a portion of his long-term incentive compensation, with a portion of shares sold to cover tax liabilities.

Next Steps

• The final one-third increment of the restricted stock units granted on October 30, 2023, is scheduled to vest on October 30, 2026.

Key Dates

Recommendation

This Form 4 reports a routine, non-discretionary sale of shares by an executive to cover tax obligations upon RSU vesting. It does not reflect a change in the executive's investment conviction or the company's fundamentals, thus a 'hold' recommendation remains appropriate based solely on this filing.

Keywords

SLM Corp, Form 4, Insider Transaction, Peter M. Graham, CFO, Restricted Stock Units, RSU Vesting, Tax Withholding, Common Stock, Executive Compensation