SLM Corp

0001032033 false 0001032033 2026-04-22 2026-04-22 0001032033 us-gaap:CommonClassAMember 2026-04-22 2026-04-22 0001032033 us-gaap:NoncumulativePreferredStockMember 2026-04-22 2026-04-22 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): April 22, 2026 SLM CORP ORATION (Exact name of registrant as specified in its charter) Delaware 001-13251 52-2013874 (State or other jurisdiction of incorporation or organization) (Commission File Number) (I.R.S. Employer Identification No.) 300 Continental Drive Newark, Delaware 19713 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: ( 302 ) 451-0200 (Former name or former address, if changed since last report) Securities registered pursuant to Section 12(b) of the Act: Title of each class Trading Symbol(s) Name of each exchange on which registered Common stock, par value $.20 per share SLM The NASDAQ Global Select Market Floating Rate Non-Cumulative Preferred Stock, Series B, par value $.20 per share SLMBP The NASDAQ Global Select Market Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: ☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company ☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐ ITEM 5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS. OFFICER APPOINTMENTS On April 22, 2026, the Board of Directors (the “Board”) of SLM Corporation (the “Company”) appointed Peter M. Graham, the Company’s current Executive Vice President and Chief Financial Officer, and Kerri A. Palmer, the Company’s current Executive Vice President and Chief Operational Officer, as Co-Presidents of the Company, effective immediately. In connection with such appointments, their Company titles will be as follows: • Peter M. Graham – Co-President and Chief Financial Officer • Kerri A. Palmer – Co-President and Head of Financial Services Biographical and compensation information regarding Mr. Graham and Ms. Palmer is set forth in the Company’s Definitive Proxy Statement on Schedule 14A, which was filed with the Securities and Exchange Commission (“SEC”) on April 27, 2026, and is incorporated by reference herein. There are no arrangements or understandings between the Company and either Mr. Graham or Ms. Palmer pursuant to which either was appointed Co-President, nor are there any changes to or additional material plans, contracts, or arrangements with either Mr. Graham or Ms. Palmer in connection with such appointments. Neither Mr. Graham nor Ms. Palmer has any family relationships with any current director, executive officer, or person nominated to become a director or executive officer, of the Company. In addition, Mr. Graham and Ms. Palmer have no direct or indirect material interests in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K. On April 27, 2026, the Company issued a press release announcing the Board’s appointments of Mr. Graham and Ms. Palmer as Co-Presidents of the Company. A copy of the press release is being furnished herewith as Exhibit 99.1. The press release attached hereto as Exhibit 99.1 and incorporated by reference herein, is being furnished and shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section. Furthermore, Exhibit 99.1 shall not be deemed incorporated by reference into any of the Company’s registration statements, reports, or other filings with the SEC, except as expressly set forth by specific reference in such registration statement, report, or other filing. ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS. (d) EXHIBITS Exhibit Number Description 99.1* Press Release, dated April 27, 2026 104 Cover Page Interactive Data File (formatted as Inline XBRL) * Furnished herewith. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. SLM CORPORATION Date: April 27, 2026 By: /s/ Nicolas Jafarieh Nicolas Jafarieh Executive Vice President and Chief Legal, Government Affairs, and Communications Officer