UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-K

(Mark One)

☑ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE

ACT OF 1934

For the fiscal year ended December 31, ~~2024~~2025

☐ TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE

ACT OF 1934

For the transition period from to

Commission file number 001-13251

SLM Corporation

(Exact Name of Registrant as Specified in Its Charter)


Delaware			52-2013874
(State or other jurisdiction of incorporation or organization)			(I.R.S. Employer Identification No.)

300 Continental Drive	Newark,	Delaware	19713
(Address of principal executive offices)			(Zip Code)

(302) 451-~~0200~~4911

(Registrant’s Telephone Number, Including Area Code)

(Former name, former address and former fiscal year, 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

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☑ No ☐

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. Yes ☐ No ☑

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☑ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☑ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer

☑

Accelerated filer

☐

Non-accelerated filer

☐

(Do not check if a smaller reporting company)

Smaller reporting company

☐

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. ☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☑

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant's executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☑

The aggregate market value of voting common stock held by non-affiliates of the Registrant as of June 2830, ~~2024~~2025 was $46.58 billion (based on closing sale price of $2032.79 per share as reported for the NASDAQ Global Select Market).

As of January 31, ~~2025~~2026, there were ~~210~~198,~~423~~154,~~462~~626 shares of common stock outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the definitive proxy statement on Schedule 14A relating to the Registrant’s ~~2025~~2026 Annual Meeting of Stockholders are incorporated by reference into Parts II and III of this Annual Report on Form 10-K.

Auditor Name: KPMG LLP Auditor Location: McLean, Virginia Auditor Firm ID: 185

SLM CORPORATION

TABLE OF CONTENTS

		Page Number
	Forward-Looking and Cautionary Statements	1
	Available Information	2
PART I.
Item 1.	Business	54
Item 1A.	Risk Factors	21
Item 1B.	Unresolved Staff Comments	3941
Item 1C.	Cybersecurity	4042
Item 2.	Properties	4143
Item 3.	Legal Proceedings	4243
Item 4.	Mine Safety Disclosures	4243
PART II.
Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	4244
Item 6.	Selected Financial Data	4446
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	4547
	Key Financial Measures	4547
	Results of Operations	4851
	Financial Condition	5254
	Liquidity and Capital Resources	6971
	Critical Accounting Policies and Estimates	77
	Critical Accounting Estimates	79
	Risk Management	8283
Item 7A.	Quantitative and Qualitative Disclosures about Market Risk	8687
Item 8.	Financial Statements and Supplementary Data	8990
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	8990
Item 9A.	Controls and Procedures	8990
Item 9B.	Other Information	8990
PART III.
Item 10.	Directors, Executive Officers and Corporate Governance	9091
Item 11.	Executive Compensation	9091
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	9091
Item 13.	Certain Relationships and Related Transactions, and Director Independence	9091
Item 14.	Principal Accounting Fees and Services	9091
PART IV.
Item 15.	Exhibits, Financial Statement Schedules	9192

FORWARD-LOOKING AND CAUTIONARY STATEMENTS

References in this Annual Report on Form 10-K to “we,” “us,” “our,” “Sallie Mae,” “SLM,” and the “Company” refer to SLM Corporation and its subsidiaries, except as otherwise indicated or unless the context otherwise requires.

This Annual Report on Form 10-K contains “forward-looking statements” and information based on management’s current expectations as of the date of this report. Statements that are not historical facts, including statements about the Company’s beliefs, opinions, or expectations and statements that assume or are dependent upon future events, are forward-looking statements. These include, but are not limited to: strategies; goals and assumptions of the Company; the Company’s expectation and ability to execute loan sales (including sales under the Company’s new strategic partnership) and share repurchases; the Company’s expectation and ability to pay a quarterly cash dividend on our common stock in the future, subject to the approval of our Board of Directors; the Company’s ~~2025~~2026 guidance; the Company’s three-year horizon outlook; the Company’s credit outlook; the impact of acquisitions the Company has made or may make in the future; the Company’s projections regarding originations, net charge-offs, non-interest expenses, earnings, balance sheet position, and other metrics; any estimates related to accounting standard changes; and any estimates related to the impact of credit administration practices changes, including the results of simulations or other behavioral observations.

Forward-looking statements are subject to risks, uncertainties, assumptions, and other factors, many of which are difficult to predict and generally beyond the control of the Company, which may cause actual results to be materially different from those reflected in such forward-looking statements. There can be no assurance that future developments affecting the Company will be the same as those anticipated by management. The Company cautions readers that a number of important factors could cause actual results to differ materially from those expressed in, or implied or projected by, such forward-looking statements. These factors include, among others, the risks and uncertainties set forth in Item 1A. “Risk Factors” and elsewhere in this Annual Report on Form 10-K and subsequent filings with the Securities and Exchange Commission (“SEC”); increases in financing costs; limits on liquidity; increases in costs associated with compliance with laws and regulations; failure to comply with consumer protection, banking, and other laws or regulations; changes in laws, regulations, and supervisory expectations, especially in light of the goals of the ~~new~~current ~~Trump~~federal administration; our ability to timely develop new products and services and the acceptance of those products and services by potential and existing customers; changes in accounting standards and the impact of related changes in significant accounting estimates, including any regarding the measurement of our allowance for credit losses and the related provision expense; any adverse outcomes in any significant litigation to which the Company is a party; credit risk associated with the Company’s exposure to third parties, including counterparties to the Company’s derivative transactions; the effectiveness of our risk management framework and quantitative models; ~~and~~ changes in the terms of education loans and the educational credit marketplace (including changes resulting from new laws and the implementation of existing laws); and changes in the demand for our deposit products, including changes caused by new or emerging market entrants or technologies. We could also be affected by, among other things: changes in our funding costs and availability; reductions to our credit ratings; cybersecurity incidents, cyberattacks, risks related to artificial intelligence (“AI”), and other failures or breaches of our operating systems or infrastructure, including those of third-party vendors; ~~tariffs;~~ the societal, demographic, business, and legislative/regulatory impact of pandemics, other public ~~heath~~health crises, severe weather events, and/or natural disasters; damage to our reputation; risks associated with restructuring initiatives, including failures to successfully implement cost-cutting programs and the adverse effects of such initiatives on our business; changes in the demand for higher education, educational financing, or in financing preferences of lenders, educational institutions, students, and their families, including changes to the amount or availability of funding that educational institutions, students, or their families receive from government sources; changes in ~~law~~laws and regulations with respect to the student lending business and financial institutions generally; changes in banking rules and regulations, including increased capital requirements; increased competition from banks and other consumer lenders; the creditworthiness of our customers, or any change related thereto; changes in the general interest rate environment, including the rate relationships among relevant money-market instruments and those of our earning assets versus our funding arrangements; rates of prepayments on the loans owned by us; changes in general economic or macroeconomic conditions, ~~and~~including ~~our~~changes ~~ability~~due to ~~successfully~~inflation, ~~effectuate~~stagflation, ~~any~~recession, ~~acquisitions;~~shifts ~~and~~in ~~other~~the ~~strategic~~labor market, changes to government policies or initiatives., ~~The~~such ~~preparation~~as oftariffs, ~~our~~trade ~~consolidated~~wars, ~~financial~~wars, ~~statements~~immigration, ~~also~~and ~~requires~~student ~~management~~visa topolicies, ~~make~~which ~~certain~~could ~~estimates~~negatively ~~and~~impact ~~assumptions~~consumer or business sentiment, ~~including~~demand ~~estimates~~for ~~and~~higher ~~assumptions~~education, ~~about~~demand ~~future~~for ~~events.~~student ~~These~~loans, ~~estimates~~our financial and business results and/or ~~assumptions~~modeling, ~~may~~and ~~prove~~our ability to besuccessfully ~~incorrect~~effectuate any acquisitions, strategic partnerships, or other initiatives. The preparation of our consolidated financial

~~2024~~2025 Form 10-K — SLM CORPORATION 21

~~All forward-looking~~ statements ~~contained~~also inrequires ~~this~~management ~~Annual~~to ~~Report~~make oncertain ~~Form~~estimates ~~10-K~~and ~~are expressly qualified in their entirety by the factors~~assumptions, ~~risks,~~including ~~and~~estimates ~~uncertainties set forth in the foregoing cautionary statements,~~ and ~~are~~assumptions ~~made~~about ~~only~~future ~~as of the date of this report~~events. WeThese doestimates ~~not undertake any obligation to update~~ or ~~revise~~assumptions ~~any~~may ~~forward-looking~~prove ~~statements~~ to ~~conform~~be ~~to actual results or changes in our expectations, nor to reflect events or circumstances that occur after the date on which such statements were made~~incorrect. In ~~light of these risks, uncertainties, and assumptions, you should not put undue reliance on any forward-looking statements discussed.~~

~~2024~~All forward-looking statements contained in this Annual Report on Form 10-K —are ~~SLM~~expressly ~~CORPORATION 3~~qualified in their entirety by the factors, risks, and uncertainties set forth in the foregoing cautionary statements, and are made only as of the date of this report. We do not undertake any obligation to update or revise any forward-looking statements to conform to actual results or changes in our expectations, nor to reflect events or circumstances that occur after the date on which such statements were made. In light of these risks, uncertainties, and assumptions, you should not put undue reliance on any forward-looking statements discussed herein.

2 SLM CORPORATION — 2025 Form 10-K

AVAILABLE INFORMATION

Our website address is www.salliemae.com. Copies of our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, and Current Reports on Form 8-K, as well as any amendments to those reports, and our Proxy Statements and any significant investor presentations, are available free of charge through our website as soon as reasonably practicable after they are electronically filed with, or furnished to, the SEC. The SEC maintains a website at www.sec.gov that contains all such filed or furnished reports and other information. In addition, copies of our Board Governance Guidelines, Code of Business Conduct (which includes the code of ethics applicable to our Principal Executive Officer, Principal Financial Officer, and Principal Accounting Officer) and the governing charters for each committee of our Board of Directors are available free of charge on our website, as well as in print to any stockholder upon request. We intend to disclose any amendments to or waivers of our Code of Business Conduct (to the extent applicable to our Principal Executive Officer, Principal Financial Officer, or Principal Accounting Officer) by posting such information on our website. Information contained or referenced on our website is not incorporated by reference into and does not form a part of this Annual Report on Form 10-K.

~~2024~~2025 Form 10-K — SLM CORPORATION 43

PART I.

Item 1. Business

Our Company Mission

SLM Corporation, more commonly known as Sallie Mae, is the premier financial brand in higher education. As an education solutions company, ~~our~~we ~~mission~~provide isstudents toand ~~power~~their ~~confidence~~families aswith ~~students~~the ~~begin~~products and services needed to confidently and successfully navigate their ~~unique~~higher ~~journeys~~education journey. We support students and families navigating to, through, and immediately after higher education. We simplify the college planning process and advance higher education access and completion by providing free tools, resources, scholarships, and responsible financing options.

We believe education, in all forms, is the foundation for success, an equalizer of opportunities, and a proven pathway to economic mobility. Higher education increases lifetime wages and enables economic mobility. For example, data from the U.S. Bureau of Labor and Statistics confirms those with bachelor’s degrees earn 66 percent more than those with a high school diploma.1 Those with advanced degrees earn an even greater percentage than those with a high school diploma.1 This effect is multigenerational, as children of parents who are college educated are more likely to earn a bachelor’s degree than students whose parents did not go to college. Most would agree our society prospers and becomes more economically inclusive when each of its members is provided access to post-secondary education.2 Education represents a transformative investment in one’s future that yields our country’s next nurses, teachers, engineers, business leaders, and more.

Our History

While the Sallie Mae name has existed for more than 50 years, the company that operates as Sallie Mae today, SLM Corporation, was formed in late 2013 and includes its wholly- owned subsidiary, Sallie Mae Bank, an industrial bank established in 2005 (the “Bank”). On April 30, 2014, we legally separated (the “Spin-Off”) from another public company that is now named Navient Corporation (“Navient”), which is in the education loan management, consolidation loan, and business processing businesses. Navient retained all assets and liabilities generated prior to the Spin-Off other than those explicitly retained by us pursuant to the Separation and Distribution Agreement executed in connection with the Spin-Off (the “Separation and Distribution Agreement”). We are a consumer banking business and did not retain any assets or liabilities generated prior to the Spin-Off other than those explicitly retained by us pursuant to the Separation and Distribution Agreement. We sometimes refer to the company that existed prior to the Spin-Off as “pre-Spin-Off SLM.”

Our principal executive offices are located at 300 Continental Drive, Newark, Delaware 19713. Additionally, we have offices in New Castle, Delaware; Salt Lake City, Utah; Indianapolis, Indiana; Newton, Massachusetts; and Sterling, Virginia. Our telephone number is (302) 451-~~0200~~4911.

______________________

1 “Education pays, ~~2023~~2024,” Career Outlook, U.S. Bureau of Labor Statistics, ~~August~~May ~~2024~~2025.

2 https://research.collegeboard.org/trends/education-pays. The information contained on, or accessible through, the foregoing website does not constitute a part of, and is not incorporated by reference in, this Annual Report on Form 10-K.

~~2024~~4 SLM CORPORATION — 2025 Form 10-K ~~— SLM CORPORATION 5~~

Our Business

Our business is focused and aligned to strategic imperatives that set the foundation for our continued success. Our focus ~~remains~~is ondriving ~~maximizing~~innovation to maximize the ~~profitability~~sustainable growth and ~~growth~~profitability of our core private student loan business. Additionally, ~~while~~we ~~harnessing~~aim ~~and~~to ~~optimizing~~accelerate the ~~power~~growth of ~~our~~new ~~brand~~lines ~~and~~of ~~attractive~~business ~~client~~to ~~base.~~attract Inmore ~~addition,~~customers werequiring ~~continue~~our toproducts ~~seek~~and toservices. ~~better~~We ~~inform~~are ~~the~~also ~~external~~focused ~~narrative~~on ~~about~~building ~~student~~the ~~lending~~data infrastructure, technology, and ~~Sallie~~talent ~~Mae~~required to compete in a digital world. We ~~also~~seek ~~strive~~ to ~~maintain~~create a ~~rigorous~~customer-centric ~~and~~brand ~~predictable~~as ~~capital~~an ~~allocation~~education solutions company that supports students and ~~return~~families ~~program~~through totheir ~~create~~higher ~~shareholder~~education ~~value~~journey. We are focused on driving agreater ~~mission-led~~internal ~~culture~~commitment ~~that continues~~ to ~~make~~our ~~Sallie~~mission, ~~Mae~~brand, aand ~~great~~strategy, ~~place~~while towe ~~work.~~evolve ~~We also continue to strengthen~~ our ~~risk~~structure and ~~compliance~~risk ~~functions,~~capabilities ~~enhance~~to ~~and~~support ~~build upon~~ our ~~risk~~core ~~management~~private ~~framework,~~student ~~and~~loan ~~assess~~business and ~~monitor~~emerging ~~enterprise-wide~~new ~~risk~~businesses.

Private Education Loans

Our primary business is to originate and service high-quality Private Education Loans. “Private Education Loans” are education loans for students or their families that are not made, insured, or guaranteed by any state or federal government. We also offer a range of deposit products insured by the Federal Deposit Insurance Corporation (the “FDIC”). We serve more families than any other private student loan lender. We originated approximately $7.04 billion of Private Education Loans in ~~2024~~2025, an increase of 106 percent from the year ended December 31, ~~2023~~2024. As of December 31, ~~2024~~2025, we had $20.93 billion of Private Education Loans held for investment, net, outstanding.

Our Private Education Loans serve primarily to bridge the gap between the cost of higher education and the amount funded through family income and savings, scholarships and grants, and federal financial aid. We also extend Private Education Loans as an alternative to similar federal education loan products where we believe our rates are competitive.

Private student lending is cyclical in nature. We typically experience peak volume of originations and commitments in the third quarter of our fiscal year, corresponding to the required timing of disbursements prior to the start of the fall semester at most higher education institutions. There is generally also a “mini-peak” in volume of originations and commitments in the first quarter of our fiscal year, corresponding to the required timing of disbursements prior to the start of the spring semester at most higher education institutions. Similarly, we also experience cyclicality with respect to when borrowers are scheduled to exit their applicable grace period and enter full principal and interest repayment status, with the largest volume generally happening in our fourth fiscal quarter, and a smaller wave occurring in our second fiscal quarter.

Our primary Private Education Loan product is the Smart Option Student Loan, which emphasizes in-school payment features that can produce shorter terms and reduce customers’ total finance charges. Customers elect one of three Smart Option repayment types at the time of loan origination. The first two, interest only and fixed payment options, require monthly payments while the student is in school and during the grace period thereafter, and accounted for more than half of the Private Education Loans the Bank originated during ~~2024~~2025. The third repayment option is the more traditional deferred Private Education Loan product where customers are not required to make payments while the student is in school and during the grace period after separation from school. The grace period for a Smart Option Student Loan generally runs for six months after the borrower separates from school, and can run for up to 36 months for a small subset of graduate loans. Lower interest rates on the interest only and fixed payment options encourage customers to elect those options, which help reduce total loan cost compared with the traditional deferred option loan. Making payments while in school helps customers become accustomed to making on-time regular loan payments. We offer both variable-rate and fixed-rate loans.

We also offer six loan products for specific graduate programs of study. These include the Sallie Mae Law School Loan, the Sallie Mae MBA Loan, the Sallie Mae Graduate School Loan for Health Professions, the Sallie Mae Medical School Loan, the Sallie Mae Dental School Loan, and the Sallie Mae Graduate School Loan. These products were designed to address the specific needs of graduate students~~, such as longer grace periods for medical students~~. We also offer two non-cost of attendance loans to support bar study preparation, as well as residency and relocation expenses for medical and dental school students. In 2025, we launched the Airline Career Loan which is tailored to the unique needs of students pursuing professional pilot program certificates.

We2025 ~~regularly~~Form ~~review~~10-K ~~and~~— ~~update~~SLM the terms of our Private Education Loan products. As a holder of Private Education Loans, we bear the full credit risk of the customers. We manage this risk by underwriting and pricing based on customized credit scoring criteria and the addition of qualified cosigners. For Private Education Loans originated during the year ended December 31, 2024, our average FICO scores (representing the higher credit scores of the cosigners or borrowers) at the time of original approval were 752, and approximately 90 percent of CORPORATION 5

~~2024~~We ~~Form~~regularly ~~10-K~~review —and ~~SLM~~update ~~CORPORATION 6~~the terms of our Private Education Loan products. As a holder of Private Education Loans, we bear the full credit risk of the customers. We manage this risk by underwriting and pricing based on customized credit scoring criteria and the addition of qualified cosigners. For Private Education Loans originated during the year ended December 31, 2025, our average FICO scores (representing the higher credit scores of the cosigners or borrowers) at the time of original approval were 755, and approximately 92.8 percent of those loans were cosigned. In addition, for all loans other than Bar Study loans and Residency and Relocation loans, we require school certification of both the need for, and the amount of, every Private Education Loan we originate (to prevent unnecessary borrowing beyond a school’s cost of attendance), and we disburse the loan proceeds directly to the higher education institutions to ensure loan proceeds are applied directly to the student’s education expenses.

~~those~~The ~~loans~~core ~~were~~of ~~cosigned.~~our Inmarketing ~~addition,~~strategy ~~for~~is ~~all~~to ~~loans~~promote ~~other~~our ~~than~~products ~~Bar~~on ~~Study~~campuses ~~loans~~through ~~and~~financial ~~Residency~~aid ~~and~~offices ~~Relocation~~as ~~loans,~~well weas ~~require~~through ~~school~~online ~~certification~~and ofdirect ~~both~~marketing ~~the~~to ~~need~~students ~~for,~~ and ~~the~~families. ~~amount~~Our ~~of,~~on-campus ~~every~~efforts ~~Private~~with ~~Education~~more ~~Loan~~than we2,100 ~~originate~~higher ~~(to~~education ~~prevent~~institutions ~~unnecessary~~are ~~borrowing~~actively ~~beyond~~managed aby ~~school’s~~our ~~cost~~relationship ofmanagement ~~attendance)~~team, ~~and we disburse~~ the ~~loan~~largest ~~proceeds~~in ~~directly to~~ the ~~higher~~industry, ~~education~~which ~~institutions~~has tobecome ~~ensure~~a ~~loan~~trusted ~~proceeds~~resource ~~are~~for ~~applied~~financial ~~directly~~aid ~~to the student’s education expenses~~offices.

~~The~~Our ~~core~~loans are of ~~our~~high-credit ~~marketing~~quality, ~~strategy~~and isthe tooverwhelming ~~promote~~majority of our ~~products~~customers manage their payments with great success. Private Education Loans in repayment include loans on ~~campuses~~which ~~through~~customers ~~financial~~are ~~aid~~making ~~offices~~interest only or fixed payments, as well as ~~through~~loans ~~online~~that have entered full principal and ~~direct~~interest ~~marketing~~repayment tostatus ~~students~~after ~~and~~any ~~families~~applicable grace period. ~~Our~~At ~~on-campus~~December 31, ~~efforts~~2025, ~~with~~4.0 ~~more~~percent ~~than~~of ~~2,000~~Private ~~higher~~Education ~~education~~Loans ~~institutions~~(held ~~are~~for ~~actively~~investment) ~~managed~~in byrepayment ~~our~~were ~~relationship~~30 ~~management~~days ~~team~~or more delinquent, ~~the~~and ~~largest~~Private Education Loans (held for investment) in ~~the~~forbearance ~~industry~~were 2.7 percent of loans in repayment and forbearance. In 2025, ~~which~~Private ~~has~~Education ~~become~~Loan net charge-offs as a ~~trusted~~percentage ~~resource~~of ~~for~~average ~~financial~~loans ~~aid~~in ~~offices~~repayment were 2. 15 percent.

Our loans are high credit quality and the overwhelming majority of our customers manage their payments with great success. Private Education Loans in repayment include loans on which customers are making interest only or fixed payments, as well as loans that have entered full principal and interest repayment status after any applicable grace period. At December 31, 2024, 3.7 percent of Private Education Loans (held for investment) in repayment were 30 days or more delinquent, and Private Education Loans (held for investment) in forbearance were 2.5 percent of loans in repayment and forbearance. In 2024, Private Education Loan net charge-offs as a percentage of average loans in repayment were 2.19 percent.

Sallie Mae Bank

The Bank, which is regulated by the Utah Department of Financial Institutions (the “UDFI”), the FDIC, and the Consumer Financial Protection Bureau (the “CFPB”), offers traditional savings products, such as high-yield savings accounts, money market accounts, and certificates of deposit (“CDs”), and originates Private Education Loans. At December 31, ~~2024~~2025, the Bank had total assets of $3029.07 billion, including $20.94 billion of Private Education Loans (held for investment), net, and total deposits of $21.5 billion. Previously, the Bank also owned a portfolio of loans insured or guaranteed under the previously existing Federal Family Education Loan Program (“FFELP Loans”). In the fourth quarter of 2024, the Bank sold its remaining portfolio of FFELP Loans to an unaffiliated third party. As of December 31, 2024, the Bank held no FFELP Loans.

Our ability to obtain deposit funding and offer competitive interest rates on deposits will be necessary to sustain our Private Education Loan originations and achieve other business goals. Our ability to obtain such funding is dependent, in part, on the capital levels of the Bank and its compliance with other applicable regulatory requirements. During ~~2024~~2025, we maintained our diversified funding base by raising $20.25 billion in term funding collateralized by pools of Private Education Loans in the long-term asset-backed securities (“ABS”) market. This brought our total ABS funding outstanding at December 31, ~~2024~~2025 to $5.4.9 billion, or 2624 percent of our total Private Education Loans held for investment portfolio. We plan to continue to use ABS funding, market conditions permitting. This helps us better match-fund our assets and avoids excessive reliance on deposit funding.

See Item 1. “Business — Supervision and Regulation — Regulation of Sallie Mae Bank” for additional details about the Bank.

~~2024~~Strategic ~~Form~~Partnerships ~~10-K~~and —Loan ~~SLM~~Program ~~CORPORATION 7~~Management

In 2025, we announced our first private credit 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.

6 SLM CORPORATION — 2025 Form 10-K

Our Lending Philosophy

Sallie Mae is committed to responsible lending and encourages responsible borrowing by advising students and families to follow this three-step approach to paying for higher education:

Start with money you won’t have to pay back. Supplement savings and income by maximizing scholarships, grants, and work-study.

Explore federal student loans. Explore federal student loan options by completing the Free Application for Federal Student Aid.

Consider a responsible private student loan. Fill the gap between available resources and any remaining costs of higher education.

The best interests of our customers are front-and-center and integral to our responsible lending philosophy. We reward financial responsibility, emphasize building good credit, and provide flexible repayment terms to help customers manage and eliminate debt. We also embed customer protections in our products. To ensure applicants borrow only what they need to cover their school’s cost of attendance, we actively engage with schools and require school certification before we disburse a Private Education Loan (except for Bar Study loans and Residency and Relocation loans). To help applicants understand their loan and its terms, we provide multiple, customized disclosures explaining the applicant’s interest rate, whether the interest rate is fixed or variable, and the loan’s total cost under the available repayment options. Our Private Education Loans generally feature (i) no origination fees and no prepayment penalties, (ii) an interest rate reduction for those who enroll in and make monthly payments through auto debit, (iii) free access to quarterly FICO credit scores to help customers monitor their credit health, (iv) a choice of repayment options, (v) a choice of either a variable or fixed interest rate, and (vi) loan forgiveness in the case of death or permanent disability of the student borrower.

Our Approach to Assisting Students and Families Borrowing and Repaying Private Education Loans

Approximately half of our Private Education Loan customers elect an in-school repayment option. By making in-school payments, customers learn to establish good repayment patterns, reduce their total loan cost, and graduate with less debt. We send monthly communications to customers while they are in school, even if they have no monthly payments scheduled, to keep them informed and encourage them to reduce the amount they will owe when they leave school.

Our experience has taught us the successful transition from school to full principal and interest repayment status involves making and carrying out a financial plan. As customers approach the principal and interest repayment period on their loans, Sallie Mae engages with them and communicates what to expect during the transition. In addition, SallieMae.com provides educational content for customers on how to organize loans, set up a monthly budget, and understand repayment obligations. Examples are provided to help explain how payments are applied and allocated, and how the accrued interest on alternative repayment programs could affect the cost of customers’ loans.

Some customers transitioning from school to the work force may require more time before they are financially capable of making full payments of principal and interest. Sallie Mae created a Graduated Repayment Period program (“GRP”) to assist borrowers with additional payment flexibility, allowing eligible customers to make interest-only payments instead of full principal and interest payments for a period of 12 months if they elect within a specified time frame to participate in GRP. Generally, the 12-month interest-only payments under GRP begin upon expiration of a borrower’s grace period or election of GRP, whichever is later.

After graduation, a student borrower may apply for the cosigner to be released from the loan. This option is available after 12 principal and interest payments are made and the student borrower demonstrates an ability to assume sole responsibility for repayment of the loan. In the event of a cosigner’s death, the student borrower automatically continues as the sole individual on the loan with the same terms.

If a customer’s account becomes delinquent, our collection teams work with the customer and/or the cosigner to understand their ability to make ongoing payments. If the customer is in financial hardship, we work with the customer and/or cosigner and identify potential alternative arrangements designed to reduce monthly payment

~~2024~~2025 Form 10-K — SLM CORPORATION 87

obligations. These can include extended grace periods, short-term hardship forbearances, temporary interest rate reductions, and, in some cases, permanent interest rate reductions. We offer rate and term modifications to customers experiencing more severe hardship. These arrangements are intended to address the customer’s individual circumstances and ability to make payments. When we grant forbearance or modify a loan, we counsel customers on the effect the forbearance or modification will have on their loan balance. See Item 7. “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Financial Condition — Allowance for Credit Losses — Use of Forbearance and Modifications as a Private Education Loan Collection Tool” for additional information about our credit administration practices.

Customer Service

We perform the origination, servicing, and collections activities for all of our Private Education Loans with dedicated representatives assisting customers with various needs. We expect the Bank or affiliates of the Bank to retain servicing of all Private Education Loans the Bank originates, regardless of whether the loans are held, sold, or securitized.

Over the past few years, we have implemented several improvements in our ability to interact with our loan customers, including:

•an integrated platform with customer-centric capabilities that allows self-service and empowers our servicing and collections agents, thus streamlining our processes and providing efficiencies;

•an online chat function for application support, ~~and~~ customer service, and collections related inquiries;

•a mobile application accessible through smart phones; and

•expansion of customer surveys to gain feedback on areas for improvement within our originations, servicing, and collections functions.

Customer Success

We continue to adapt our business to best serve the needs of families who see us as a trusted advisor and partner. We are strongly invested in our customers’ success. Of our total loan portfolio, approximately 96 percent of loans in repayment are in good standing, and, on average, fewer than 3 percent of loans default annually.

In 2022, we acquired the assets of Epic Research Education Services, LLC, which did business as Nitro College (“Nitro”). Nitro provided resources that helped students and families evaluate how to responsibly pay for college and manage their financial responsibilities after graduation.

The acquisition of Nitro enhanced future strategic growth opportunities and expanded our digital marketing capabilities, reduced the cost to acquire customer accounts, and accelerated our progress to become a broader education solutions provider helping students to, through, and immediately after higher education. In 2024, we completed the transition of the related Nitro branding to the Sallie and Sallie Mae brands and platforms.

In 2023, we completed the acquisition of several key assets of Scholly, Inc. (“Scholly”), which was engaged in the business of operating as a scholarship publishing and servicing platform, comprised of websites and mobile application search products that offered custom recommendations for post-secondary scholarships for students, their families, and others as well as related services for scholarship providers. ~~The addition of~~ Scholly ~~assets~~ supports our mission of providing students with the confidence needed to successfully navigate the higher education journey.

~~2024~~8 SLM CORPORATION — 2025 Form 10-K ~~— SLM CORPORATION 9~~

Key Drivers of Private Education Loan Market Growth

The size of the Private Education Loan market is based primarily on three factors: college enrollment levels, the costs of attending college, and the availability of funds from the federal government to pay for a college education. The amounts students and their families can contribute toward college costs and the availability of scholarships and institutional grants are also important. If the cost of education increases at a pace exceeding the sum of family income, savings, federal lending, and scholarships, or the availability of federal education loans, grants, or subsidies and scholarships significantly decrease, more students and families can be expected to rely on Private Education Loans. If enrollment levels or college costs decline, or the availability of federal education loans, grants, or subsidies and scholarships significantly increases, Private Education Loan demand could decrease.

WeTraditionally, ~~focus~~we have focused primarily on students attending public and private not-for-profit four-year degree granting institutions. We lend to some students attending two-year and for-profit schools. Due to the lower cost of two-year programs, federal grant and loan programs are typically sufficient for the funding needs of these students. Approximately 1816 percent or $1.3125 billion of our ~~2024~~2025 Private Education Loan originations were for students attending for-profit schools. The for-profit schools where we continue to do business are primarily focused on career training and health care fields. We expect students who attend and complete programs at for-profit schools to support the same repayment performance as students who attend and graduate from public and private not-for-profit four-year degree granting institutions.

~~Our~~As ~~competitors1~~discussed in more detail in Item 1. “Business — Supervision and Regulation — Overview”, certain reforms to the ~~Private~~federal ~~Education~~student ~~Loan~~loan ~~market~~program ~~include~~have ~~large~~been ~~banks~~enacted ~~such~~into aslaw ~~Citizens~~and ~~Financial~~will ~~Group~~become effective for new borrowers beginning July 1, ~~Inc~~2026. ~~and~~We ~~PNC~~anticipate ~~Bank~~that these changes to the federal student loan program, aswhich ~~well~~establish ascaps aon ~~number~~certain offederal ~~specialty~~student ~~finance~~loan ~~companies~~programs ~~such~~and aseliminate ~~Sofi~~certain ~~Technologies~~federal graduate student loan programs, ~~Inc.~~will ~~and~~increase ~~College~~demand ~~Ave~~for Private Education Loans, particularly for graduate students and ~~members~~parents. As part of ~~the~~our ~~Education~~origination ~~Finance~~expansion ~~Council.~~initiative, Wewe ~~compete~~are ~~based~~working onto expand our ~~products,~~product offerings and originations ~~capability,~~capabilities ~~price,~~to ~~and~~be ~~customer~~ready ~~service~~for this anticipated increase in demand.

Our primary competitors1 in the Private Education Loan market include large banks and specialty finance companies such as Citizens Financial Group, Inc., PNC Bank, Sofi Technologies, Inc. and College Ave, and members of the Education Finance Council. We compete based on our products, originations capability, price, and customer service.

______________________

1Source: Enterval Analytics LLC Q3 2025 Private Student Loan Semi Annual Report, January 2026.

2025 Form 10-K — SLM CORPORATION 9

Enrollment

WeAccording ~~expect~~to the College Board’s study, the full-time equivalent enrollment tofor ~~remain~~undergraduate and graduate students has remained relatively flat since 2020/2021.2 We expect that trend to continue over the next several years.

~~Enrollment at Four~~Full-~~Year~~Time ~~Degree~~Equivalent ~~Granting~~Enrollment2 ~~Institutions2~~

(in millions)

•According to the U.S. Department of Education’s projections, the enrollment in four-year degree granting institutions is projected to remain relatively flat through 2031.2

______________________

~~1Source~~2Source: ~~Enterval~~The ~~Analytics~~College ~~LLC~~Board-Trends ~~2024~~in Q3College ~~Private~~Pricing ~~Student~~2025. ~~Loan~~© ~~Report,~~2025 ~~November~~The College Board. These are the most recent sources available to us for this information. 2024/2025 is an estimate.

~~2Source:~~10 SLM ~~U.S.~~CORPORATION ~~Department~~— of2025 ~~Education,~~Form ~~National Center for Education Statistics, Enrollment in Degree~~10-~~Granting Institutions Projection Model, through 2031. These are the most recent sources available to us for this information. 2022/2023 is an estimate.~~ K

2024 Form 10-K — SLM CORPORATION 10

Tuition Rates

•Average published tuition and fees (exclusive of room and board) at four-year public and private not-for-profit institutions increased at compound annual growth rates of 2.41 percent and 3.94 percent, respectively, from AYs ~~2020-~~2021-2022 through ~~2024-~~2025-2026. Average published tuition and fees at public and private four-year not-for-profit institutions grew 2.97 percent and 43.56 percent, respectively, between AYs ~~2022-~~2023-2024 and ~~2023-~~2024-2025 and 2.79 percent and 34.90 percent, respectively, between AYs ~~2023-~~2024-2025 and ~~2024-~~2025-2026.3

Published Tuition and Fees3

(Dollars in actuals)

3 Source: The College Board-Trends in College Pricing ~~2024~~2025. © ~~2024~~2025 The College Board. The College Board restates its data annually, which may cause previously reported results to vary.

~~2024~~2025 Form 10-K — SLM CORPORATION 11

Sources of Funding

Private Education Loan originations were an estimated $11.5 billion in AY ~~2023-~~2024-2025, anconsistent ~~increase~~with ofan estimated $011.5 billion ~~from~~of Private Education Loan originations in AY ~~2022-~~2023-2024.4

Federal & Private Student Loan Volume.jpg

~~_______~~4 Source: The College Board-Trends in Student Aid 2025© The College Board. Enterval LLC. Funding sources in current dollars and include federal and private student loan data. Other sources for the size of the Private Education Loan market exist and may cite the size of the market differently. The College Board restates its data annually, which may cause previously reported results to vary. We rely on publicly available sources for market estimates, because we believe it provides a more appropriate basis for comparison of the performance of our business.

412 SLM ~~Source:~~CORPORATION ~~The~~— ~~College~~2025 ~~Board-Trends~~Form in Student Aid 2024© The College Board. Enterval LLC. Funding sources in current dollars and include federal and private student loan data. Other sources for the size of the Private Education Loan market exist and may cite the size of the market differently. The College Board restates its data annually, which may cause previously reported results to vary. We rely on publicly available sources for market estimates, because we believe it provides a more appropriate basis for comparison of the performance of our business.10-K

We estimate total spending on higher education was $536 billion in AY 2024-2025, ~~Form~~up 10from $466 billion in AY 2020-K2021. —Private ~~SLM~~Education ~~CORPORATION 12~~Loan originations increased $1 billion from the year-ago period to an estimated $14 billion in AY 2024-2025 and represent just 2.6 percent of total spending on higher education.5

~~•We~~Over ~~estimate~~the ~~total~~AYs ~~spending on higher education was $506 billion in AY 2023~~2020-~~2024~~2025 period, upincreases ~~from $465 billion~~ in AYtotal ~~2019-2020.~~spending ~~Private~~have ~~Education~~been ~~Loan~~absorbed ~~originations~~primarily ~~decreased~~through $1increased ~~billion~~family ~~from~~contributions. ~~the~~If ~~year-ago~~household ~~period~~finances continue to ~~an estimated $13 billion in AY 2023-2024~~improve, ~~and~~we ~~represent~~would ~~just~~expect ~~2.6~~this ~~percent~~trend ofto ~~total spending on higher education~~continue.5

_________________________

~~•Over~~5 ~~the~~Source: ~~AYs~~Total ~~2019~~post-~~2024~~secondary ~~period,~~education ~~increases~~spending inis estimated by Sallie Mae determining the full-time equivalents for both graduates and undergraduates and multiplying by the estimated total ~~spending~~per ~~have~~person ~~been~~cost ~~absorbed~~of ~~primarily~~attendance ~~through~~for ~~increased~~each ~~family~~school ~~contributions~~type. IfIn ~~household~~doing ~~finances~~so, ~~continue~~we utilize information from the U.S. Department of Education, National Center for Education Statistics, Digest of Education Statistics to ~~improve~~2031 (NCES 2025, weJanuary ~~would~~2025), ~~expect~~The ~~this~~Integrated ~~trend~~Postsecondary Education Data System (IPEDS), College Board -Trends in College Pricing and Student Aid 2025. © 2025 The College Board and Company analysis. Other sources for these data points also exist publicly and may vary from our computed estimates. NCES, IPEDS, and College Board restate their data annually, which may cause previous reports to ~~continue~~vary. We have also recalculated figures in our Company analysis to standardize all costs of attendance to dollars not adjusted for inflation. This has a minimal impact on historically-stated numbers.

52025 ~~Source:~~Form ~~Total post~~10-~~secondary~~K ~~education~~— ~~spending~~SLM is estimated by Sallie Mae determining the full-time equivalents for both graduates and undergraduates and multiplying by the estimated total per person cost of attendance for each school type. In doing so, we utilize information from the U.S. Department of Education, National Center for Education Statistics, Digest of Education Statistics to 2031 (NCES 2024, January 2024), The Integrated Postsecondary Education Data System (IPEDS), College Board -Trends in College Pricing and Student Aid 2024. © 2024 The College Board and Company analysis. Other sources for these data points also exist publicly and may vary from our computed estimates. NCES, IPEDS, and College Board restate their data annually, which may cause previous reports to vary. We have also recalculated figures in our Company analysis to standardize all costs of attendance to dollars not adjusted for inflation. This has a minimal impact on historically-stated numbers.CORPORATION 13

2024 Form 10-K — SLM CORPORATION 13

Supervision and Regulation

Overview

We are subject to extensive regulation, examination, and supervision by various federal, state, and local authorities. The more significant aspects of the laws and regulations that apply to us and our subsidiaries are described below. These descriptions are qualified in their entirety by reference to the full text of the applicable statutes, legislation, regulations, and policies, as they may be amended, and as interpreted and applied, by federal, state, and local agencies.

~~The~~Federal ~~Dodd-Frank~~law ~~Wall~~establishes ~~Street~~requirements ~~Reform~~ and Consumer Protection Act of 2010 (the “Dodd-Frank Act”) was adopted to reform and strengthen regulation and supervision of the U.S. financial services industry. It contains comprehensive provisions to govern the practices and oversight of financial institutions and other participants in the financial markets. It mandates ~~significant regulations, additional requirements, and~~ oversight on almost every aspect of the U.S. financial services industry, including ~~increased~~consumer protection laws and regulations, capital and liquidity requirements, limits on leverage, and enhanced supervisory authority. ~~It requires the issuance of many regulations, which will take effect over several years.~~

Additionally, states are taking an increased interest in directly regulating the conduct and practices of student loan lenders and servicers. Some states have enacted legislation creating specialized offices within state government to oversee the student loan origination and servicing industry operating within those states, as well as to set minimum standards governing the practices of student loan lenders and servicers. This represents a significant change from the past in which states generally did not issue laws and regulations tailored specifically to the student loan origination and servicing industry.

Passage of H.R.1

The passage of H.R.1 in July 2025 (“H.R.1.”) introduced significant changes to federal student loan programs, effective July 1, 2026, with limited grandfathering for existing borrowers. Key changes to federal student loan programs and repayment options under H.R.1 include:

•the elimination of Grad PLUS loans for graduate students;

•the capping of Parent PLUS loans at $20,000 annually and $65,000 lifetime per student;

•new Graduate loan limits of $20,500 annually ($100,000 lifetime) for non-professional degrees and $50,000 annually ($200,000 lifetime) for professional degrees;

•new universal lifetime borrowing cap across all federal programs;

•an overhaul of the federal student loan repayment structure including the introduction of the Repayment Assistance Plan (RAP), requiring payments of 1%–10% of adjusted gross income, with forgiveness after 30 years;

•a phase-out of existing income-driven repayment plans (e.g., SAVE, PAYE, ICR) by July 1, 2028; and

•stricter forbearance and deferment provisions.

Consumer Protection Laws and Regulations

A number of our products and services, including our origination, servicing, first-party collection, deposit taking, and education solutions activities, subject us to federal and state consumer protection, privacy, and related laws and regulations. Some of the more significant laws and regulations applicable to our business include:

•various state and federal laws governing unfair, deceptive, or abusive acts or practices;

•various state laws and regulations imposing specific, mandated standards and requirements on the conduct and practices of student loan lenders and servicers;

•the federal Truth-In-Lending Act and Regulation Z, which govern disclosures of credit terms to consumer borrowers;

•the Fair Credit Reporting Act and Regulation V, which govern the use and provision of information to consumer reporting agencies;

•the Equal Credit Opportunity Act and Regulation B, which prohibit creditor practices that discriminate on the basis of race, religion, and other prohibited factors in extending credit;

14 SLM CORPORATION — 2025 Form 10-K

•the Servicemembers Civil Relief Act, which applies to all debts incurred prior to commencement of active military service (including education loans) and limits the amount of interest, including fees, that may be charged;

•the Truth in Savings Act and Regulation DD, which mandate certain disclosures related to consumer deposit accounts;

•the Expedited Funds Availability Act, Check Clearing for the 21st Century Act and Regulation CC issued by the Board of Governors of the Federal Reserve System, which relate to the availability of deposit funds to consumers;

•the Right to Financial Privacy Act, which imposes a duty to maintain the confidentiality of consumer financial records and prescribes procedures for complying with federal government requests for and subpoenas of financial records;

•the Electronic Funds Transfer Act and Regulation E, which govern automated transfers of funds and consumers’ rights related thereto;

•the Telephone Consumer Protection Act, which governs communication methods that may be used to contact customers;

2024 Form 10-K — SLM CORPORATION 14

•the Gramm-Leach-Bliley Act, which governs the ability of financial institutions to disclose nonpublic information about consumers to non-affiliated third parties; and

•the California Consumer Privacy Act and California Privacy Rights Act, which govern transparency and disclosure obligations regarding personal information of residents of the State of California.

Consumer Financial Protection Bureau

The CFPB is the Bank’s primary consumer compliance supervisor with compliance examination authority and primary consumer protection enforcement authority. The CFPB has broad authority to promulgate regulations under federal consumer financial protection laws and to directly or indirectly enforce those laws, including providing regulatory oversight of the ~~private~~Private ~~education~~Education ~~loan~~Loan industry, and to examine financial institutions for compliance. It is authorized to collect fines and order consumer restitution in the event of violations, engage in consumer financial education, track consumer complaints, request data, and promote the availability of financial services to underserved consumers and communities. It has authority to prevent unfair, deceptive, or abusive acts and practices by issuing regulations or by using its enforcement authority without first issuing regulations. Under the Biden Administration, the CFPB was active in its supervision, examination, and enforcement of financial services companies, notably bringing enforcement actions, imposing fines, and mandating large refunds to customers of several large banking institutions. The enforcement and regulatory posture of the CFPB under the Trump Administration is unclear. The CFPB is the Bank’s primary consumer compliance supervisor with compliance examination authority and primary consumer protection enforcement authority. The UDFI and FDIC remain the prudential regulatory authorities with respect to the Bank’s financial strength.

The ~~private~~Private ~~education~~Education ~~loan~~Loan Ombudsman within the CFPB is authorized to receive and attempt to informally resolve inquiries about ~~private~~Private ~~education~~Education ~~loans~~Loans. The ~~private~~Private ~~education~~Education ~~loan~~Loan Ombudsman is required by law to report to Congress annually on the trends and issues identified through this process. The CFPB ~~continues~~recently toindicated ~~take~~its anintent ~~active~~to ~~interest~~deemphasize ~~in the~~ student ~~loan~~loans ~~industry,~~in ~~undertaking~~its asupervision ~~number of initiatives related to the private education loan market~~ and ~~student~~examination ~~loan~~priorities ~~servicing~~going forward. ~~The~~Further, ~~CFPB and~~ the ~~U.S.~~operational, ~~Department~~enforcement ~~of Education share complaint information from borrowers~~ and ~~meet~~regulatory ~~quarterly~~posture toof ~~discuss,~~the ~~among~~CFPB ~~other~~under ~~things,~~ the ~~nature~~current offederal ~~complaints~~administration ~~received~~is ~~and~~currently ~~available information about the resolution of complaints~~unclear.

Regulation of Sallie Mae Bank

The Bank was chartered in 2005 and is a Utah industrial bank regulated by the FDIC, the UDFI, and the CFPB. We are not a bank holding company under the Bank Holding Company Act, and, therefore are not subject to the federal regulations applicable to bank holding companies. However, we and our non-bank subsidiaries are subject to regulation and oversight as institution-affiliated parties. The following discussion sets forth some of the elements of the bank regulatory framework applicable to us, the Bank, and our other non-bank subsidiaries.

General

The Bank is currently subject to prudential regulation and examination by the FDIC and the UDFI, and consumer compliance regulation and examination by the CFPB. Numerous other federal and state laws and regulations govern almost all aspects of the operations of the Bank and, to some degree, our operations and those of our non-bank subsidiaries as institution-affiliated parties.

2025 Form 10-K — SLM CORPORATION 15

Actions by Federal and State Regulators

Under federal and state laws and regulations pertaining to the safety and soundness of insured depository institutions, the UDFI and the FDIC have the authority to compel or restrict certain actions of the Bank if it is determined to lack sufficient capital or other resources, or is otherwise operating in a manner deemed to be inconsistent with safe and sound banking practices. Under this authority, the Bank’s regulators can require it to enter into informal or formal supervisory agreements, including board resolutions, memoranda of understanding, written agreements, and consent or cease and desist orders, pursuant to which the Bank would be required to take identified corrective actions to address cited concerns and refrain from taking certain actions.

2024 Form 10-K — SLM CORPORATION 15

Enforcement Powers of Regulators

As “institution-affiliated parties” of the Bank, we, our non-bank subsidiaries, and our management, employees, agents, independent contractors, and consultants are subject to potential civil and criminal penalties for violations of law, regulations, or written orders of a government agency. Violations can include failure to timely file required reports, filing false or misleading information, or submitting inaccurate reports. Civil penalties may be as high as $1,000,000 per day for such violations, and criminal penalties for some financial institution crimes may include imprisonment for 20 years. Regulators have flexibility to commence enforcement actions against institutions and institution-affiliated parties, and the FDIC has the authority to terminate deposit insurance. When issued by a banking agency, cease and desist and similar orders may, among other things, require affirmative action to correct any harm resulting from a violation or practice, including by compelling restitution, reimbursement, ~~indemnifications~~indemnification, or guarantees against loss. A financial institution may also be ordered to restrict its growth, dispose of certain assets, rescind agreements or contracts, or take other actions determined to be appropriate by the ordering agency. The federal banking regulators also may remove a director or officer from an insured depository institution (or bar them from the industry) if a violation is willful or reckless.

Standards for Safety and Soundness

The Federal Deposit Insurance Act requires the federal banking regulatory agencies such as the FDIC to prescribe, by regulation or guidance, operational and managerial standards for all insured depository institutions, such as the Bank, relating to internal controls, information systems and audit systems, loan documentation, credit underwriting, interest rate risk exposure, and asset quality. The agencies also must prescribe standards for earnings and stock valuation, as well as standards for compensation, fees, and benefits. The federal banking regulators have implemented these required standards through regulations and interagency guidance designed to identify and address problems at insured depository institutions before capital becomes impaired. Under the regulations, if a regulator determines a bank fails to meet any prescribed standards, the regulator may require the bank to submit an acceptable plan to achieve compliance, consistent with deadlines for the submission and review of such safety and soundness compliance plans.

Dividends and Share Repurchase Programs

The Company pays quarterly cash dividends on its outstanding Floating-Rate Non-Cumulative Preferred Stock, Series B (the “Series B Preferred Stock”) when, as, and if declared by its Board of Directors, in the Board’s discretion. In January 2019, the Company initiated a new policy to pay a regular, quarterly cash dividend on its common stock as well, beginning in the first quarter of 2019, and its Board of Directors approved a common stock share repurchase program.

Common stock dividend declarations are subject to determination by, and the discretion of, the Company’s Board of Directors. The Company may change its common stock dividend policy at any time.

We expect that the Bank will pay dividends to the Company as may be necessary to enable the Company to pay any declared dividends on its Series B Preferred Stock and common stock and to consummate any common share repurchases by the Company under the Company’s share repurchase programs. The Bank declared $570 million, $550 million, and $700 million in dividends for the years ended December 31, 2024, 2023, and 2022, respectively, with the proceeds primarily used to fund share repurchase programs and stock dividends.

~~Our~~16 SLM ~~Board~~CORPORATION of— ~~Directors~~2025 ~~has~~Form authorized share repurchase programs during prior years, the most recent of which occurred in January 2024 (for a program of up to $650 million of common stock). Under the share repurchase programs, purchases take place as and when we determine in open market or private transactions made based upon the market price of our common stock, the nature of other investment opportunities or growth projects, our cash flows from operations, and general economic conditions. The share repurchase programs do not require us to acquire any specific number of shares, and may be modified, suspended, extended, or terminated by us at any 10-K

share repurchases by the Company under the Company’s share repurchase programs. The Bank declared $700 million, $570 million, and $550 million in dividends for the years ended December 31, 2025, 2024, ~~Form~~and ~~10-K~~2023, —respectively, ~~SLM~~with ~~CORPORATION 16~~the proceeds primarily used to fund share repurchase programs and stock dividends.

~~time.~~Our WeBoard ~~repurchased~~of ~~11.6~~Directors ~~million~~has ~~and~~authorized ~~22.3~~share ~~million~~repurchase ~~shares~~programs during ~~the~~prior years, ~~ended~~including ~~December~~a ~~31,~~share repurchase program which was approved in January 2024 ~~and~~(for ~~2023,~~a ~~respectively~~program of up to $650 million of common stock). As of December 31, ~~2024~~2025, we had $~~402~~33 million of capacity remaining under the 2024 Share Repurchase Program (as hereinafter defined). ~~See~~The ~~Notes~~2024 toShare ~~the~~Repurchase ~~Consolidated~~Program ~~Financial~~expired ~~Statements~~on February 6, ~~Note~~2026. 12On January 22, 2026, we announced a new share repurchase program (the “~~Stockholders’~~2026 ~~Equity~~Share Repurchase Program”), which became effective on January 22, 2026 and is expected to be completed over the next approximately 24 months ending on February 4, 2028. The 2026 Share Repurchase Program permits us to repurchase shares of our common stock from time to time in ~~this~~various ~~Form~~transaction 10formats including, but not limited to, tender offers, open market purchases, accelerated share repurchases, negotiated or block purchases, and/ or pursuant to trading plans in accordance with Rules 10b5-K1 ~~for~~and ~~additional~~10b-18 ~~information~~of the Securities and Exchange Act of 1934, as amended (the “Exchange Act”), up to an aggregate repurchase price not to exceed $500 million.

Under the share repurchase programs, purchases take place as and when we determine in open market or private transactions made based upon the market price of our common stock, the nature of other investment opportunities or growth projects, our cash flows from operations, and general economic conditions. The share repurchase programs do not require us to acquire any specific number of shares, and may be modified, suspended, extended, or terminated by us at any time. We repurchased 12.8 million and 11.6 million shares during the years ended December 31, 2025 and 2024, respectively. See Notes to the Consolidated Financial Statements, Note 13, “Stockholders’ Equity” in this Form 10-K for additional information.

Regulatory Capital Requirements

The Bank is subject to various regulatory capital requirements administered by the federal and state banking authorities. Failure to meet minimum capital requirements can initiate certain mandatory and possibly additional discretionary actions by regulators that, if undertaken, could have a direct material adverse effect on our business, results of operations, and financial condition.

For more information on how the Bank manages its capital position, see Item 7. “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Regulatory Capital – Capital Management.”

Stress Testing Requirements

The Bank is not currently subject to stress testing requirements under the Dodd-Frank Act. However, under regulatory guidance, the Bank still conducts annual capital stress tests, the results of which it presents to its prudential regulators - the FDIC and the UDFI - for their review. The Bank also conducts quarterly liquidity stress tests to evaluate the adequacy of its liquidity sources under various stress scenarios and provides the results to its Board of Directors. These results are submitted to the Bank’s prudential regulators at their request.

Deposit Insurance and Assessments

Deposits at the Bank are insured up to the applicable legal limits by the FDIC-administered Deposit Insurance Fund (the “DIF”), which is funded primarily by quarterly assessments on insured banks. An insured bank’s assessment is calculated by multiplying its assessment rate by its assessment base. A bank’s assessment base and assessment rate are determined each quarter.

The Bank’s insurance assessment base currently is its average consolidated total assets minus its average tangible equity during the assessment period. The Bank’s assessment rate is determined by the FDIC using a number of factors, including the results of supervisory evaluations, the Bank’s capital ratios and its financial condition, as well as the risk posed by the Bank to the DIF. Assessment rates for insured banks also are subject to adjustment depending on a number of factors, including significant holdings of brokered deposits in certain instances and the issuance or holding of certain types of debt.

2025 Form 10-K — SLM CORPORATION 17

Deposits

With respect to brokered deposits, an insured depository institution must be well capitalized under the prompt corrective action framework in order to accept, renew, or roll over such deposits without FDIC clearance. An adequately capitalized insured depository institution must obtain a waiver from the FDIC to accept, renew, or roll over brokered deposits. Undercapitalized insured depository institutions generally may not accept, renew, or roll over brokered deposits. For more information on the Bank’s deposits, see Item 7. “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Key Financial Measures — Funding Sources.”

Regulatory Examinations

The Bank currently undergoes regular on-site examinations by the Bank’s regulators, who examine for adherence to a range of legal and regulatory compliance responsibilities. A regulator conducting an examination has unfettered access to the books and records of the examined institution. The results of the examination are confidential. The cost of examinations may be assessed against the examined institution as the agency deems necessary or appropriate.

Source of Strength

Under the Dodd-Frank Act, we are required to serve as a source of financial strength to the Bank and to commit resources to support the Bank in circumstances when we might not do so absent the statutory requirement. Any loan by us to the Bank would be subordinate in right of payment to depositors and to certain other indebtedness of the Bank.

2024 Form 10-K — SLM CORPORATION 17

Community Reinvestment Act

The Community Reinvestment Act (the “CRA”) requires the FDIC to evaluate the record of the Bank in meeting the credit needs of its local community, including low- and moderate-income neighborhoods, consistent with the safe and sound operation of the institution. These evaluations are considered in evaluating mergers, acquisitions, and applications to open a branch or facility. Failure to adequately meet these criteria could result in additional requirements and limitations on the Bank. The Bank ~~has~~ received a CRA rating of Outstanding. on its most recent review.

Data Privacy and Data Security Laws and Regulations

The federal banking regulators, as required by the Gramm-Leach-Bliley Act (“GLBA”), have adopted regulations that limit the ability of banks and other financial institutions to disclose nonpublic information about consumers to unaffiliated third parties. Financial institutions are required to disclose to consumers their policies for collecting and protecting confidential customer information. Customers generally may prevent financial institutions from sharing nonpublic personal information with unaffiliated third parties, with some exceptions. Financial institutions generally may not disclose certain consumer or account information to any unaffiliated third party for use in telemarketing, direct mail marketing, or other marketing. The privacy regulations also restrict information sharing among affiliates for marketing purposes and govern the use and provision of information to consumer reporting agencies. Federal and state banking agencies have adopted regulations for maintaining the security and confidentiality of consumer information, and the Bank is subject to such regulations, as well as certain federal and state laws or regulations for notifying consumers or governmental agencies in the event of a security breach. In addition, we must comply with increasingly complex and rigorous data privacy and data security laws and regulations enacted or adopted to protect business and personal information. These laws and regulations impose additional obligations on companies regarding the handling of personal information and provide certain individual privacy rights to persons whose personal information is stored and shared. Any failure to comply with these laws and regulations could subject us to legal and reputational risk. For example, we are subject the rules and regulations promulgated under the authority of the Federal Trade Commission, which regulates unfair or deceptive acts or practices (including with respect to data privacy and data security). At the state level, California passed the California Consumer Privacy Act (the “CCPA”), which became effective on January 1, 2020, and the California Privacy Rights Act (the “CPRA”), which expands upon the CCPA and brought additional compliance obligations with respect to certain processing of personal information of California residents once it came into effect in most material respects on January 1, 2023. The CCPA and ~~CCRA~~CPRA apply to for-profit businesses that conduct business in California and meet certain revenue or data collection thresholds. The CCPA and ~~CCRA~~CPRA contain several exemptions, including an exemption applicable to information that is collected, processed, sold, or disclosed pursuant to the GLBA. However, the definition of personal information is expanded under the California statutes to apply to certain data beyond the scope of the GLBA exemption. Additionally, numerous other states have enacted or are in the process of enacting state-level data privacy and data security laws and regulations relating to the collection, storage, handling, use, disclosure, transfer, security, and other processing of personal information. Misuse of or failure to secure certain personal information could result in violation of data privacy or data security laws and regulations, proceedings against the Company by governmental entities or others, damage to our reputation and credibility, and could negatively affect our business, financial condition, and results of operations. If other states in the U.S. adopt similar laws or if a comprehensive federal data privacy or data security law is enacted, or if regulators whose authority we are subject to adopt additional or amend existing data privacy or data security regulations, we may expend considerable additional resources to meet these requirements and the overall risk to the Company could incrementally increase depending upon the reach and application of any such laws or regulations.

~~State~~18 SLM ~~Regulation~~CORPORATION of— ~~Student~~2025 ~~Loan~~Form ~~Lenders and Servicers~~10-K

Inbeyond ~~certain~~the ~~states~~scope of the GLBA exemption. Additionally, ~~laws~~numerous ~~regulating~~other states have enacted or are in the ~~conduct~~process of ~~student~~enacting ~~loan~~state-level ~~lenders~~data privacy and ~~servicers~~data ~~may~~security ~~apply~~laws to and ~~impact~~regulations relating to the ~~origination~~collection, storage, handling, use, disclosure, transfer, security, and ~~servicing~~other ~~practices~~processing of ~~the~~personal ~~Bank.~~information, ~~While~~including ~~these~~the ~~state~~personal ~~laws~~information ~~vary~~of minors in ~~content~~some cases. Further, ~~they~~laws ~~generally~~in ~~include~~all ~~components~~50 ~~relating~~U.S. states require businesses to ~~licensure~~provide ~~and~~notice ~~oversight~~under bycertain ~~state~~circumstances ~~authorities~~to ~~and~~consumers ~~the~~whose ~~creation~~personal information has been disclosed as a result of ~~specialized~~a ~~student~~data ~~loan~~breach. ~~ombudsman~~Misuse ~~offices~~of or failure to ~~oversee~~secure ~~the~~certain ~~student~~personal ~~loan~~information ~~industry~~could ~~operating~~result ~~within~~in ~~these~~violation ~~states.~~of ~~These~~data privacy or data security laws ~~may~~and ~~also~~regulations, ~~include~~proceedings ~~requirements~~against ~~pertaining~~the Company by governmental entities or others, damage to ~~payment~~our ~~processing~~reputation and credibility, ~~customer~~and ~~communications~~could negatively affect our business, ~~the~~financial ~~handling~~condition, and results of ~~customer~~operations. ~~inquiries~~If ~~and~~other ~~complaints,~~states ~~information~~in ~~concerning~~the ~~loan~~U.S. ~~repayment~~adopt ~~options~~similar laws or if a comprehensive federal data privacy or data security law is enacted, ~~access~~or if regulators whose authority we are subject to ~~borrower~~adopt ~~account~~additional ~~records~~or amend existing data privacy or data security regulations, ~~the~~we ~~processing~~may ofexpend ~~disability~~considerable ~~applications~~additional resources to meet these requirements and ~~borrower~~the ~~requests~~overall risk to ~~remove~~the ~~cosigners~~Company ~~from~~could ~~loans,~~incrementally increase depending upon the reach and ~~debt~~application ~~collection,~~of ~~among~~any ~~other~~such laws or regulations.

~~2024~~State ~~Form~~Regulation ~~10-K~~of —Student ~~SLM~~Loan ~~CORPORATION 18~~Lenders, Holders, and Servicers

In certain states, laws regulating the conduct of student loan lenders, holders, and servicers may apply to and impact the origination, holding, and servicing practices of the Bank and/or other Company subsidiaries. While these state laws vary in content, they generally include components relating to licensure and oversight by state authorities and the creation of specialized student loan ombudsman offices to oversee the student loan industry operating within these states. These laws may also include requirements pertaining to registration, reporting, payment processing, customer communications, the handling of customer inquiries and complaints, information concerning loan repayment options, access to borrower account records, the processing of disability applications and borrower requests to remove cosigners from loans, and debt collection, among other requirements. Notably, these laws often include provisions for enforcement of alleged violations by state regulators as well as private litigation by aggrieved consumers.

Other Sources of Regulation

Many other aspects of our businesses are subject to federal and state regulation and administrative oversight. Some of the most significant of these are described below.

Oversight of Derivatives

Title VII of the Dodd-Frank Act requires certain standardized derivatives, including most interest rate swaps, to be submitted for clearing to central intermediaries to reduce counterparty risk. Two of the central intermediaries we use are the Chicago Mercantile Exchange (the “CME”) and the London Clearing House (the “LCH”). All variation margin payments on derivatives cleared through the CME and LCH are required to be accounted for as legal settlement. As of December 31, ~~2024~~2025, $~~850~~562 million notional of our derivative contracts were cleared on the CME and $7111 million were cleared on the LCH. The derivative contracts cleared through the CME and LCH represent 9298.30 percent and 72.70 percent, respectively, of our total notional derivative contracts of $~~921~~573 million at December 31, ~~2024~~2025. Our exposure on these derivative contracts is limited to the value of the derivative contracts in a gain position less any collateral held and plus any collateral posted. When there is a net negative exposure, we consider our exposure to the counterparty to be zero.

Credit Risk Retention

The Dodd-Frank risk retention rules generally require sponsors of ABS, such as Sallie Mae, to retain an economic interest in an ABS transaction that represents at least five percent of the credit risk of the assets being securitized. We early adopted the Dodd-Frank risk retention rules beginning with our 2016-A securitization transaction completed in May 2016. For our 2016-A transaction and subsequent securitizations that are treated as on-balance sheet, we comply with the Dodd-Frank risk retention rules by retaining (for a requisite period of time) an “eligible horizontal residual interest” comprised of residual certificates representing at least five percent of the fair value of all ABS interests issued in the securitization transaction, determined as of the date of transfer. For any securitizations that are treated as off-balance sheet, including any loan sale transactions structured as securitizations, we comply with the Dodd-Frank risk retention rules by retaining (for a requisite period) an “eligible vertical interest” comprised of a five percent interest in each class of ABS interests issued in any such transaction; for future off-balance securitizations, we may ~~also~~ comply with the Dodd-Frank risk retention rules byin ~~retaining (for~~ a ~~requisite~~different ~~period) a single interest entitling the holder to five percent of any amounts payable by the trustee in respect of each interest issued by the issuing trust~~manner.

2025 Form 10-K — SLM CORPORATION 19

Anti-Money Laundering, the USA PATRIOT Act, and U.S. Economic Sanctions

The ~~USA~~Bank ~~PATRIOT~~is ~~Act~~subject ofto ~~2001~~the (reporting and recordkeeping requirements of the ~~“USA~~Bank ~~Patriot~~Secrecy Act (“BSA”), ~~which~~and its implementing regulations. The BSA was amended by the ~~Bank~~USA ~~Secrecy~~PATRIOT Act of 2001, which substantially broadened the scope of United States anti-money laundering laws and regulations by imposing significant new compliance and ~~due diligence~~ obligations, creating new crimes and penalties, and expanding the extra-territorial jurisdiction of the United States. The U.S. Treasury Department ~~has~~and federal banking regulators have issued a number of regulations that apply various requirements of the ~~USA~~BSA ~~Patriot Act~~ to financial institutions such as the Bank. ~~These~~The BSA and its implementing regulations impose obligations on financial institutions to, ~~maintain~~among ~~appropriate~~other things, maintain internal policies, procedures, and controls to detect, prevent, and report money laundering and terrorist financing and to maintain programs to verify the identity of their customers, among other requirements. In addition, U.S. law generally prohibits or substantially restricts U.S. persons from doing business with countries and territories that are the subject of comprehensive territorial sanctions ~~designated~~imposed by the U.S. Department of the Treasury’s Office of Foreign Assets Control (“OFAC”) or with persons that are the subject of sanctions administered by OFAC or other agencies. OFAC sanctions programs also impose other restrictions on certain investments and dealings. We maintain policies and procedures designed to ensure compliance with relevant U.S. laws and regulations applicable to U.S. persons, including the ~~Bank Secrecy Act~~BSA, as amended, and its implementing regulations and U.S. economic sanctions.

Volcker Rule

The “Volcker Rule” provisions of the Dodd-Frank Act are implemented by rules issued by the U.S. banking agencies, the SEC, and the U.S. Commodity Futures Trading Commission that prohibit insured depository institutions and their affiliates from engaging in proprietary trading and from investing in, sponsoring, or having certain financial relationships with, certain private funds. These prohibitions are subject to a number of important exclusions and exemptions that, for example, permit insured depository institutions and their affiliates to trade for risk-mitigating hedging and liquidity management, subject to certain conditions and restrictions. The Volcker Rule does not have a meaningful effect on our current operations or those of our subsidiaries, as we do not materially engage in the businesses prohibited by the Volcker Rule.

2024 Form 10-K — SLM CORPORATION 19

does not have a meaningful effect on our current operations or those of our subsidiaries, as we do not materially engage in the businesses prohibited by the Volcker Rule.

Human Capital Resources and Talent Development

We believe in a mission-led culture that inspires commitment and drives performance. Our human capital strategy is focused on the attraction, development, empowerment, recognition, and rewarding of team members as they bring our mission to life.

As of December 31, ~~2024~~2025, we had approximately 1,~~710~~788 team members, all located in the United States. We believe an engaged workforce leads to a more innovative, productive, and profitable company. For this reason, we measure employee engagement through culture surveys. These culture surveys provide insights we use to create an environment in which team members thrive and bring their full selves to work.

We strive to create a culture of belonging — an environment that encourages and reinforces mutual trust, makes it safe to express thoughts, ideas and concerns, and connects and embraces all backgrounds and perspectives to power and fuel our mission. We are focused on providing a total compensation package that enables us to attract, motivate, and retain the best possible talent to help drive our business forward. We believe in paying competitive market wages, and our benefits package includes Company contributions to the 401(k), educational assistance to our team members and their dependents, flexible work arrangements, and other comprehensive health and welfare programs.

We have made significant investments in learning and talent development, and provide team members with the tools and resources necessary to support their success and drive performance of the Company.

Our team members are involved in the communities in which they live and work through the Sallie Mae Employee Volunteer Program and the Sallie Mae Employee Matching Gift Program. In ~~2024~~2025, our team members donated approximately 43,~~700~~447 hours through our community engagement programs. We also provide matching gifts for team members to support their interests and needs and those of their communities.

~~2024~~20 SLM CORPORATION — 2025 Form 10-K ~~— SLM CORPORATION 20~~

Item 1A. Risk Factors

SUMMARY OF RISK FACTORS

Below is a summary of the principal factors that make an investment in our securities risky. This summary does not address all of the risks that we face. Additional discussion of the risks summarized in this risk factor summary, and other risks that we face, can be found below and should be carefully considered, together with other information in this Form 10-K and our other filings with the SEC, before making an investment decision regarding our securities.

•Our core product offerings are ~~primarily~~ concentrated in ~~loan~~Private ~~products~~Education ~~for~~Loan ~~higher~~products ~~education~~ and ~~deposit products for online depositors~~services. Such concentrations and the competitive environment for those products and services subject us to risks that could adversely affect our financial position.

•Consumer access to alternative means of financing the costs of education and other factors may reduce demand for, or adversely affect our ability to retain, Private Education Loans, which could have a material adverse effect on us.

•Consolidation or refinancing of existing Private Education Loans could have a material adverse effect on our business, financial condition, results of operations, and/or cash flows.

•Our deposit funding base is primarily concentrated in online deposit products, including high-yield savings accounts, money market accounts, and certificates of deposit. This concentration subjects us to risks that could adversely affect our liquidity, funding costs, and overall financial condition.

•A deterioration in economic or macroeconomic conditions, or instability in the macroeconomic environment, could have a material adverse effect on our business, financial condition, and/or results of operations.

•Defaults on our loans could adversely affect our business, financial condition, results of operations, and/or cash flows.

•Our allowance for credit losses may not be adequate to cover actual losses in all possible scenarios, and we may be required to materially increase our allowance, which may adversely affect our capital, financial condition, and/or results of operations.

•We are subject to the creditworthiness of third parties other than borrowers and exposure to those third parties could adversely affect our business, financial condition, results of operations, and/or cash flows.

•The levels of or changes in interest rates could adversely affect our results of operations, financial condition, regulatory capital, and/or liquidity.

•The interest rate and maturity characteristics of our earning assets do not fully match the interest rate and maturity characteristics of our funding arrangements, which may negatively impact the level of our net interest income.

•We are subject to repayment and prepayment risks, which can increase uncertainty and adversely affect our business, financial condition, results of operations, and/or cash flows.

•Our use of derivatives to manage interest rate sensitivity exposes us to credit and market risk that could have a material adverse effect on our earnings.

•The trailing effects of the discontinuance of LIBOR could adversely affect our business and financial results.

•Our ability to achieve our business goals will be heavily reliant on our ability to obtain deposits, obtain funding through asset-backed securitizations, and sell loans at attractive prices to help fund share repurchase programs and other activities. An inability to effectively manage our liquidity could have a material adverse effect on us.

•In structuring and facilitating securitizations or sales of Private Education Loans, administering securitization trusts, or servicing loans we have securitized or sold, we may incur liabilities to transaction parties. If those liabilities are significant, they could adversely affect our business and financial condition.

•Adverse developments, and/or a continuation of recent turmoil, in the financial services industry could adversely affect our financial condition and results of operations.

•The Bank is subject to various regulatory capital requirements, and failure to meet minimum capital requirements can initiate certain mandatory and possibly additional discretionary actions by regulators that, if undertaken, could have a material adverse effect on us.

~~2024~~2025 Form 10-K — SLM CORPORATION 21

•Unfavorable results from the periodic stress scenarios we model under regulatory guidance may adversely affect our business and result in regulatory action that could adversely affect us.

•Changes in accounting standards, or incorrect estimates and assumptions by management in connection with the preparation of our consolidated financial statements, could adversely affect us.

•We operate in a highly regulated environment and the laws and regulations that govern our operations, or changes in these laws and regulations, or our failure to comply with them, may adversely affect us.

•Failure to comply with consumer protection, privacy, data protection, or cybersecurity laws and requirements could subject us to civil and criminal penalties or litigation, including class actions, and have a material adverse effect on our business.

•Our framework for managing risks, including model risk and data governance risk, may not be effective in mitigating our risk of loss in all possible scenarios and, if the framework is ineffective, could have a material adverse effect on us.

•Proposals of federal and state governments, or of various political officials or candidates, affecting the student loan industry in particular, subject us to political risk and could have a material adverse impact on us.

•We are subject to reputational and other risks, which could damage our brand and have a material adverse impact on us.

•Failure or significant interruption of our operating systems or infrastructure or the inability to adapt to changes could disrupt our business, cause significant losses, result in regulatory action or litigation, or damage our reputation.

•We could lose market share if we are not able to keep pace with rapid changes in technology (including AI).

•We depend on secure information technology and a breach of those systems or those of third-party vendors could materially adversely affect us and lead to significant financial, legal, and reputational exposure.

•We depend significantly on third parties for a wide array of our operations and customer services and key components of our information technology infrastructure, and a breach of security or service levels, or violation of law by one of these third parties, could disrupt our business.

•We may face risks from our operations related to litigation or regulatory or supervisory actions that could result in significant legal expenses and settlement or damage awards.

•Our internal controls over financial reporting and disclosure controls, as well as other internal controls, may be ineffective, which could have a material adverse effect on our financial condition and/or results of operations.

•Our business operations and those of our third-party vendors may be adversely impacted by unpredictable catastrophic events.

•New lines of business, strategic partnerships, and/or initiatives and our ability to successfully begin or make new acquisitions, strategic partnerships, and/or initiatives are subject to significant risks.

•Our origination expansion initiative and strategic partnership funding model are new and untested and may expose us to a broad range of potential risks.

•We may have exposure to risks related to the Spin-Off, indemnification claims, and/or Navient’s creditworthiness.

•The holders of our preferred stock have rights that are senior to those of our common stockholders.

•We may be limited in our ability to receive dividends from the Bank, pay dividends on and repurchase our common stock, and make payments on our corporate debt.

•Our business could be negatively affected if we are unable to attract, retain, and motivate skilled employees.

~~2024~~22 SLM CORPORATION — 2025 Form 10-K ~~— SLM CORPORATION 22~~

RISK FACTORS

We face many risks and uncertainties, any one or more of which could have a material adverse effect on our business, financial condition (including capital and liquidity), results of operations, cash flows, and/or stock price. We describe certain of these ~~risk~~risks and uncertainties in this section, although we may be adversely affected by other risks or uncertainties that (i) are presently not known to us, (ii) we have failed to identify or appreciate, or (iii) we currently consider immaterial. These Risk Factors, together with other information in this Form 10-K and our other filings with the SEC, should be carefully considered before making an investment decision regarding our securities.

CONCENTRATION & COMPETITIVE RISK

Our core product offerings are primarily concentrated in ~~loan~~Private ~~products~~Education ~~for~~Loan ~~higher~~products ~~education~~ and ~~deposit products for online depositors~~services. Such concentrations and the competitive environment for those products and services subject us to risks that could adversely affect our financial position.

Our core product offerings are primarily concentrated in loan products for higher education, specifically Private Education Loans. At December 31, ~~2024~~2025, approximately 7471 percent of our total assets, and 8883 percent of our total assets excluding cash and cash equivalents, were comprised of Private Education Loans. This concentration poses the risk that any disruption, dislocation, significant adverse legislative or regulatory change, or other negative event or trend in the Private Education Loan market, the overall education loan market, the higher education market, or the overall economic environment, —including an inflationary and rising or high interest rate environment or a recession in the U.S., —could disproportionately and adversely affect our business, financial condition, and results of operations. We face competition in the Private Education Loan market from a variety of players. We compete with banks and other consumer lending institutions, many of whom have strong consumer brand name recognition, greater financial resources, and greater diversification in their mix of assets, which can enable them to be more competitive in their products and offerings, particularly in uncertain or challenging economic times. We also compete with financial technology (“FinTech”) companies and digital asset service providers, many of whom have lower return hurdles than more traditional consumer lending institutions. The emergence, adoption, and evolution of new technologies and advances in robotic process automation and artificial intelligence could significantly affect the competition for financial services. The use of marketplace lending sites is also growing in popularity in the student loan sector. These market channels may erode our more traditional lending channels and increase our cost to originate Private Education Loans. Moreover, we expect that our competition will increase as various lending institutions and other competitors enter or re-enter the Private Education Loan market. We compete based on our brand products, origination capability, and customer service. To the extent our competitors compete more aggressively or effectively, we could lose market share to them and/or our existing loans could be subject to consolidation or refinancing risk.

InWe ~~addition~~compete towith ~~competition~~financial ~~from~~technology ~~private~~(“FinTech”) ~~industry players~~companies, ~~the federal government~~banks, ~~through~~digital ~~the~~asset ~~Federal~~service ~~Direct~~providers, ~~Student Loan Program~~ and other ~~higher~~consumer ~~education~~ lending ~~programs, poses significant competition to our Private Education Loan products~~institutions. ~~The~~Certain ~~availability and terms~~ of ~~loans~~these ~~the~~competitors ~~government~~have ~~originates~~lower orreturn ~~guarantees~~hurdles ~~affect~~than ~~the~~more ~~demand~~traditional ~~for~~consumer ~~Private~~lending ~~Education~~institutions, ~~Loans because students~~ and ~~their~~some ~~families~~may ~~often~~have ~~rely~~greater onfinancial ~~Private~~resources ~~Education~~or ~~Loans~~more todiversified ~~bridge~~asset ~~the~~portfolios, ~~gap~~which ~~between~~could ~~available~~enable ~~funds,~~them ~~including~~to ~~family~~be ~~savings,~~more ~~scholarships,~~competitive ~~grants,~~in ~~and~~their ~~federal~~products and ~~state loans, and the costs of post-secondary education~~offerings. The ~~federal~~emergence, ~~government~~adoption, ~~currently places both annual~~ and ~~aggregate~~evolution ~~limits on the amount~~ of ~~federal~~new ~~loans~~technologies ~~any student can receive~~ and ~~determines~~advances ~~the~~in ~~criteria~~robotic ~~for~~process ~~student~~automation ~~eligibility. Parents~~ and ~~graduate~~AI ~~students~~could ~~may~~significantly ~~obtain~~affect ~~additional federal education loans through other programs, such as~~ the ~~Parent~~competition ~~Plus~~for ~~and~~Private ~~Graduate~~Education ~~Plus~~Loans. ~~programs,~~The ~~without~~use ~~any aggregate limits other than the difference between the cost~~ of ~~education~~marketplace ~~and the amount of other financial aid received by a student. These federal education~~ lending ~~programs~~sites ~~are~~is ~~generally~~also ~~adjusted~~growing in ~~connection~~popularity ~~with~~in ~~funding authorizations from~~ the ~~U.S.~~private ~~Congress~~student ~~for~~loan ~~programs under the Higher Education Act of 1965 (the “HEA”)~~sector. ~~The~~Growth ~~HEA’s reauthorization is currently pending~~ in ~~the~~these ~~U.S.~~alternative ~~Congress.~~distribution ~~Reauthorization,~~channels ~~as well as measures to provide relief for borrowers of student loans in general,~~ could ~~provide~~diminish ~~a legislative vehicle for changes to student loan programs. Possible components that could impact~~ the ~~Private~~effectiveness ~~Education~~of ~~Loan market and~~ our ~~business~~more ~~include~~traditional ~~changes~~lending tochannels ~~federal education loan limits~~ and~~/or~~ ~~payment~~increase ~~requirements, or private loan refinancing programs. Other components of any legislation also could have a negative impact on~~ our ~~business~~cost ~~and~~to ~~financial~~originate ~~condition.~~Private ~~See~~Education ~~“— POLITICAL/REPUTATIONAL RISK” in this Item 1A~~Loans.

WeThe federal government, through the Federal Direct Student Loan Program and other higher education lending programs, also ~~face~~poses ~~substantial~~significant competition ~~for~~to our ~~online~~Private ~~deposit~~Education Loan products. WeThe ~~expect~~availability toand ~~compete~~terms ~~based~~of ~~primarily~~loans the government originates or guarantees affect the demand for Private Education Loans because students and their families often rely on aPrivate ~~combination~~Education ofLoans ~~reputation~~to bridge the gap between available funds, ~~rate~~including family savings, scholarships, grants, and ~~availability~~federal ofand ~~information~~state ~~about~~loans, ~~our~~and ~~deposit~~the ~~products~~costs of post-secondary education. ~~Our~~The ~~competitors,~~federal ~~many~~government currently places both annual and aggregate limits on the amount of ~~whom~~federal ~~have~~loans ~~greater~~any ~~financial~~student ~~resources~~can orreceive ~~lower~~and ~~costs~~determines ~~than~~the wecriteria ~~do,~~for ~~may~~student beeligibility. ~~more~~These ~~effective~~federal education lending programs are generally adjusted in ~~attracting~~connection ~~new~~with ~~deposits~~funding ~~and~~authorizations ~~retaining~~from ~~existing~~the ~~deposits~~U.S. ~~such~~Congress asfor byprograms ~~offering~~under ~~more~~the ~~competitive~~Higher ~~rates~~Education Act of 1965 (the “HEA”). However, ~~dedicating~~the ~~more~~passage ~~resources~~of H.R. 1 in July 2025 introduced significant changes to federal student loan programs that are expected to reduce the federal government’s borrowing capacity for ~~advertising~~graduate and professional students, creating substantial funding gaps for borrowers and shifting demand to Private Education Loans or ~~engaging~~other alternatives, particularly for students in ~~more~~high-cost ~~effective~~educational ~~forms~~programs. The impacts of ~~marketing~~H.R.1’s ~~For~~changes ~~instance~~may result in increased risk of competition and market disruptions, ~~our~~borrower ~~new~~affordability ~~depositor~~challenges, ~~acquisition~~and ~~marketing~~potential isreputational ~~partly~~considerations ~~dependent~~for onprivate ~~search~~student ~~engines~~loan lenders. Future legislative changes, asamendments, ~~well~~or asrulemakings ~~bank~~related ~~deposit~~to ~~information~~or ~~aggregators~~impacting the HEA, the Federal Direct Student Loan Program, H.R.1, and/or other government efforts to ~~direct~~provide relief for borrowers of student loans in general, could provide a ~~significant~~legislative vehicle for additional changes to student loan programs. Possible components that could impact the Private Education Loan market and our business include changes to federal education loan limits and/or payment requirements, or private loan refinancing programs. Other components of any legislation also could have a negative impact on our business and financial condition. See “— POLITICAL/REPUTATIONAL RISK” in this Item 1A.

~~2024~~Moreover, ~~Form~~given 10H.R. 1’s changes to government-Ksupported —higher ~~SLM~~education ~~CORPORATION 23~~funding and repayment plans, and the current federal administration’s deregulatory posture, we expect that our competition will increase as various lending institutions, FinTechs, and other competitors enter or re-enter the Private Education Loan market with the intent of disrupting and/or capturing newly created or existing market share (including through new student loan offerings or refinancing of existing loans). We compete based on our brand, products, origination capability,

~~amount~~2025 ofForm ~~traffic~~10-K to our website via organic ranking and paid search advertising. Our bank competitors’ paid search activities, such as pay per click marketing, may result in their sites receiving higher search results than ours, thus leading to significant increases in the cost of such depositor acquisition for us. In addition, changes to search engines and deposit information aggregators’ methodologies and business practices could result in a decline in our new deposit growth or existing customer retention. Increased competition for deposits could cause our cost of funds to increase, which could negatively impact our loan pricing and net interest margin. See also “—~~LIQUIDITY~~ ~~RISK”~~SLM ~~in this Item 1A.~~CORPORATION 23

institutional relationships, student loan industry and underwriting expertise, and customer service. To the extent our competitors compete more aggressively or effectively, position themselves to capture more opportunity from H.R. 1, or offer new, novel, or more successful products or services, we could lose market share to them and/or our existing loans could be subject to consolidation or refinancing risk.

Consumer access to alternative means of financing the costs of education and other factors may reduce demand for, or adversely affect our ability to retain, Private Education Loans, which could have a material adverse effect on our business, financial condition, results of operations, and/or cash flows.

The demand for Private Education Loans could weaken if families and student borrowers use other vehicles to bridge the gap between available funds and costs of post-secondary education. These vehicles include, among others:

•Home equity loans or other borrowings available to families to finance their education costs;

•Pre-paid tuition plans, which allow students to pay tuition at today’s rates to cover tuition costs in the future;

•Section 529 plans, which include both pre-paid tuition plans and college savings plans that allow a family to save funds on a tax-advantaged basis;

•Education IRAs, now known as Coverdell Education Savings Accounts, under which a holder can make annual contributions for education savings;

•Government education loan programs; ~~and~~

•Direct loans from colleges and universities, as well as income sharing agreements offered by schools and facilitated by private companies.;

•Employer-sponsored tuition reimbursement or education benefit programs;

•Alternative credentialing, online education, and non-degree programs; and

•“Buy now, pay later” or other FinTech-driven tuition payment models.

In addition, our ability to grow Private Education Loan originations and retain assets at our planned levels could be negatively affected if:

•~~demographic~~Demographic trends in the United States result in a decrease in college-age individuals;

•~~demand~~Demand for higher education decreases (which can occur, among other times, during periods of strong employment in the United States, due to decreased interest or access to U.S. higher education by international students, and/or when fewer employers require college degrees for their employees (including as a result of changes to macroeconomic conditions, workforce needs, and/or changes in technology and AI));

•~~the~~The cost of attendance of higher education decreases;

•~~consumers~~Consumers increase their targeted savings for higher education;

•~~prepayment~~Prepayment rates on our Private Education Loans increase or accelerate due to greater market liquidity, availability of alternative means of financing, improved household incomes, increasing consumer confidence, and/or various other factors;

•~~macroeconomic~~State ~~factors (including, without limitation, high unemployment) cause loan applicants~~ or ~~borrowers~~federal toinitiatives befor ~~unable~~tuition-free ~~to meet our credit standards~~ or ~~repay~~debt-free ~~credit obligations~~college;

•~~there~~Negative ismedia ~~broader~~or ~~public~~political ~~resistance~~attention toon ~~increasing~~private ~~higher~~student ~~education costs~~lending; or

•~~proposals~~There ~~for~~is ~~new~~broader ~~federal~~public ~~and~~resistance ~~state~~to ~~education~~increasing ~~spending~~higher ~~described~~education ~~below~~costs; ~~in “—POLITICAL/REPUTATIONAL RISK” gain broader appeal~~ or ~~momentum.~~

•Proposals for new federal and state education spending described below in “—POLITICAL/REPUTATIONAL RISK” gain broader appeal or momentum.

In addition, other macroeconomic factors such as high unemployment, recession, inflation, stagflation, wars, trade wars, or tariffs may also negatively impact loan applicants’ or borrowers’ ability to meet our credit standards or repay credit obligations. See “—MACROECONOMIC RISK—A deterioration in economic or macroeconomic

24 SLM CORPORATION — 2025 Form 10-K

conditions, or instability in the macroeconomic environment, could have a material adverse effect on our business, financial condition, and/or results of operations.”

Consolidation or refinancing of existing Private Education Loans could have a material adverse effect on our business, financial condition, results of operations, and/or cash flows.

We believe the design of our Private Education Loan products, with emphasis on rigorous underwriting, credit-worthy cosigners and variable or fixed interest rates, creates sustainable, competitive loan products. However, increasing amounts of private education consolidation loans at interest rates below those of our existing portfolio - whether from private sources (including FinTech companies) or otherwise - can contribute to an increase in the prepayment rates of our existing Private Education Loans and, if prolonged and continuous, could have a material adverse effect on our business, financial condition, results of operations, and/or cash flows. Increases in consolidation loans may result from competition, as there has been, and there may be continue to be, an increase in the number of lenders offering consolidation or refinancing products.

~~2024~~Our ~~Form~~deposit 10funding base is primarily concentrated in online deposit products, including high-Kyield —savings ~~SLM~~accounts, ~~CORPORATION 24~~money market accounts, and certificates of deposit. This concentration subjects us to risks that could adversely affect our liquidity, funding costs, and overall financial condition.

We face substantial competition for our online deposit products. We expect to compete based primarily on a combination of reputation, rate, and availability of information about our deposit products. Our competitors, many of whom have greater financial resources or lower costs than we do, may be more effective in attracting new deposits and retaining existing deposits such as by offering more competitive rates, dedicating more resources for advertising, or engaging in more effective forms of marketing. For instance, our new depositor acquisition marketing is partly dependent on search engines, as well as bank deposit information aggregators, to direct a significant amount of traffic to our website via organic ranking and paid search advertising. Our bank competitors’ paid search activities, such as pay per click marketing, may result in their sites receiving higher search results than ours, thus leading to significant increases in the cost of such depositor acquisition for us. In addition, changes to search engines and deposit information aggregators’ methodologies and business practices could result in a decline in our new deposit growth or existing customer retention.

Additionally, competition has increased from institutions not subject to the same regulatory restrictions as domestic banks and bank holding companies, including FinTech companies that may offer bank-like products or services that compete directly with our deposit products and services or that offer other types of cash management products, such as stablecoins, non-fungible tokens, digital currencies, and cryptocurrencies. Increased competition for deposits could cause our cost of funds to increase, which could negatively impact our loan pricing and net interest margin. For example, the Guiding and Establishing National Innovation for U.S. Stablecoins Act of 2025 (GENIUS Act) provides a legal framework for stablecoins to be issued in the United States, which may allow new and existing competitors to compete for funds that may have otherwise been deposited with banks, such as the Bank. See also “—LIQUIDITY RISK” in this Item 1A.

MACROECONOMIC RISK

A deterioration in economic or macroeconomic conditions, or instability in the macroeconomic environment, could have a material adverse effect on our business, financial condition, and/or results of operations.

Because we offer an array of financial and higher educational focused products and services to borrowers, consumers, investors, and depositors, our financial performance is closely tied to the level of consumer and market sentiment, business activity, labor demand, the demand for higher education products and services, and the demand for deposit accounts. A prolonged period of economic weakness, volatility, slow growth, or a deterioration in macroeconomic conditions in the United States and/or globally could result in higher loan defaults, increased net charge-offs, changes to our provision for credit losses, lower deposit levels or deposit demand, liquidity issues, and/ or reduced demand for new labor, higher education, higher education products, and/or private student loans, which could have a material adverse effect on our financial condition and results of operations.

A number of factors could disrupt capital markets, reduce consumer and market sentiment, business activity, demand for or funding of higher education, and weaken the labor market, including, but not limited to:

2025 Form 10-K — SLM CORPORATION 25

•Monetary policy actions, such as changes to interest rates by the Federal Reserve or other central banks, and increases in the U.S. fiscal deficit or debt-to-GDP ratio;

•Fiscal policy actions, including changes to applicable tax codes, at both the federal and state level;

•Geopolitical conflicts or instabilities, such as wars, or increased tensions between major economies, or changes to immigration and visa policies;

•Trade wars, tariffs, labor shortages, and disruptions of global supply chains;

•U.S. government stalemates, which may lead to government shutdowns, developments related to the federal debt ceiling, or credit-rating downgrades;

•Inflation or deflation, and the effects of related governmental responses;

•Concerns over a potential recession or a recession, which may lead to changes in consumer and business spending patterns, credit risks, and liquidity concerns;

•Technology-driven disruption of certain industries, including those resulting from advances in AI, robotics, and digital assets;

•Lower demand for higher education caused by shifts in demographics, the labor market, technology-driven disruption and AI, reduced education funding, reduced access to higher education providers, and decreased immigration or access to student visas; and

•Shifts in consumer behavior, including changes in deposit practices and payment patterns.

Decreases in overall business activity, sudden and/or unexpected changes in economic or macroeconomic conditions, and changes in customer behavior may lead to increases in our charge-off rates, reduce our ability to recover previously charged-off debt, and decrease the reliability of our internal processes and models, including those used to estimate our allowance for credit losses and higher education demand projections. Unexpected variations in key inputs and assumptions may cause actual losses to diverge from model projections, increasing reliance on management’s judgment and potentially resulting in adverse impacts to our financial results. See also “—CREDIT RISK”, “—INTEREST RATE RISK”, and “—LIQUIDITY RISK” in this Item 1A.

CREDIT RISK

Defaults on our ~~loans~~Private Education Loans could adversely affect our business, financial condition, results of operations, and/or cash flows.

We bear the full credit exposure on ~~our~~the Private Education Loans in our portfolio, which are unsecured loans. If those loans were to default at rates much higher than anticipated or at speeds faster than anticipated, our business, financial condition, results of operations, and/or cash flows could be adversely affected. Delinquencies are an important indicator of the potential future credit performance of our loan portfolio. Many factors can have an impact on borrower delinquencies, including, without limitation, economic conditions (including inflationary, rising or high interest rate, and recessionary environments), the imposition or removal of tariffs (indirectly affecting consumer prices, spending, and saving habits), changes in interest rates, personal circumstances and hardships, risk characteristics such as school type, loan status, loan seasoning, underwriting criteria, presence of a cosigner, changes made in credit administration practices from time to time, changes in loan underwriting criteria made from time to time, legislative, regulatory and operational changes, servicing and collections staffing challenges, other operational challenges we may encounter, the cessation by the federal government of any payment suspension programs it may implement from time to time for borrowers of federal student loans ~~(including the suspension program initiated during the COVID-19 pandemic)~~, the invalidation or failure of efforts to forgive or lessen the burden of federal student loan indebtedness for certain borrowers, and unforeseen events or trends.

Rising unemployment rates and the failure of our in-school borrowers to graduate are two of the most significant macroeconomic factors that could increase loan delinquencies, defaults, and loan modifications, or otherwise negatively affect performance of our existing education loan portfolio, as such factors may cause borrowers and cosigners to experience trouble repaying credit obligations or meeting our credit standards. The impact of these factors may be heightened in rising or high -interest rate environments when interest rates rise causing payments on variable-rate loans to increase. See Item 7. “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Financial Condition — Allowance for Credit Losses — Use of Forbearance and Modifications as a Private Education Loan Collection Tool” for a discussion of how items such as changes in credit administration practices can impact the timing and level of delinquencies and defaults on our loans. As part of our underwriting process, we rely heavily upon information supplied by applicants and third parties. If any of this information is intentionally or negligently misrepresented, or is inaccurate, and is not detected by us before completing the transaction, or changes after we collect the information, we may experience increased credit risk. Higher credit-related losses and weaker credit quality negatively affect our business, financial condition, and results of operations and limit funding options, which could also adversely impact our liquidity position. Our Private Education Loan (held for investment) delinquencies (loans greater than 30 days past due), as a percentage of Private Education Loans (held for investment) in repayment, were 3.68% at December 31, 2024.

26 SLM CORPORATION — 2025 Form 10-K

loans. As part of our underwriting process, we rely heavily upon information supplied by applicants and third parties. If any of this information is intentionally or negligently misrepresented, or is inaccurate, and is not detected by us before completing the transaction, or changes after we collect the information, we may experience increased credit risk. Higher credit-related losses and weaker credit quality negatively affect our business, financial condition, and results of operations and limit funding options, which could also adversely impact our liquidity position. Our Private Education Loan (held for investment) delinquencies (loans greater than 30 days past due), as a percentage of Private Education Loans (held for investment) in repayment, were 4.00 percent at December 31, 2025.

Our allowance for credit losses may not be adequate to cover actual losses in all possible scenarios, and we may be required to materially increase our allowance, which may adversely affect our capital, financial condition, and/or results of operations.

We are required to measure our allowance for credit losses based on our estimate of all current expected credit losses over the remaining contractual term of our assets. The current expected credit loss (“CECL”) standard resulted in a significant change in how we recognize credit losses and has had a material impact on our financial condition, results of operations, and capital levels. The evaluation of our allowance for credit losses is inherently subjective, as it requires material estimates that may be subject to significant changes. The measurement of expected credit losses is based on historical information, current conditions, and reasonable and supportable forecasts to estimate the expected loss over the life of the loan. Our models take into account historical loss experience in various economic conditions to estimate expected future losses based upon future economic forecasts over a period of time (“reasonable and supportable period”), at which point we immediately revert our forecasted economic factors to long-term historical loss conditions. Defaults can be higher than anticipated due to a variety of factors, and our models may not accurately estimate future loan loss performance. The models used in calculating our CECL estimates include forecasts of future economic conditions, the weighting of economic forecasts, prepayment speeds, and recovery rates. If these forecasts prove to be inaccurate, or our models were not designed properly, our allowance for credit losses may not be sufficient to cover future losses, which could negatively impact our financial condition, results of operations, and capital levels. In addition, the amount of losses recorded under CECL is very sensitive to the inputs described above. As such, changes to these inputs could significantly change the amount of allowance necessary, which could have a negative impact on our financial results and capital levels. Additionally, regulatory agencies may periodically review our allowance for credit losses, including our methodology and models used in calculating the allowance, and could insist on an increase in the allowance or recognition of additional charge-offs based on judgments different than those used by our management. If these differences in judgment are significant, our allowance could increase significantly and result in sizable decreases in our net income and capital. See Item 7. “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Critical Accounting Estimates — Allowance for Credit Losses” for further details regarding our allowance for credit losses.

2024 Form 10-K — SLM CORPORATION 25

allowance or recognition of additional charge-offs based on judgments different than those used by our management. If these differences in judgment are significant, our allowance could increase significantly and result in sizable decreases in our net income and capital. See Item 7. “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Critical Accounting Policies and Estimates — Allowance for Credit Losses” for further details regarding our allowance for credit losses.

We are subject to the creditworthiness of third parties other than borrowers and exposure to those third parties could adversely affect our business, financial condition, results of operations, and/or cash flows.

We are also subject to the creditworthiness of third parties, including various lending, securitization, strategic partnership, investment, and derivative counterparties. Our overall counterparty exposure is more fully discussed in Part II, Item 7. “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Liquidity and Capital Resources — Counterparty Exposure.” If our counterparties are unable to perform their obligations, or the ability of our counterparties to perform their obligations becomes impaired or less certain, the obligations of our counterparties to us or our investments in any counterparties or their securities could become impaired, which could have a material adverse impact on our business, financial condition, results of operations, and/or cash flows.

INTEREST RATE RISK

The levels of or changes in interest rates could adversely affect our results of operations, financial condition, regulatory capital, and/or liquidity.

We are highly dependent on net interest income, which is the difference between interest income on earning assets (such as loans and investments) and interest expense on deposits and borrowings. Net interest income is significantly affected by market rates of interest, which in turn are influenced by monetary and fiscal policies of governmental agencies, general economic conditions, conditions in the capital markets, the political and regulatory environments, business and consumer sentiment, competitive pressures, and expectations about the future. We may be adversely affected by policies or events that have the effect of flattening or inverting the yield curve (that is, the difference between long-term and short-term interest rates), compressing interest rates on our earnings assets closer to interest rates on our deposits and borrowings, increasing the volatility of market rates of interest, or changing the spreads among different interest rate indices. Changes in interest rate levels also can lead to other adverse impacts, such as reducing the demand for or increasing the prepayment speeds of our Private Education Loans, increasing the delinquencies or defaults of our borrowers or other counterparties, reducing the value of our assets, or increasing our liabilities. Many of these adverse impacts can occur in an inflationary and/or rising interest rate environment. These adverse impacts may materially adversely affect our operations, our regulatory capital and liquidity position, the credit performance of our Private Education Loans and other assets, the number of borrowers seeking payment relief, our results of operations and financial condition, and/or our cash flows. The level of and changes in market rates of interest and, as a result, these risks and uncertainties, are beyond our control.

2025 Form 10-K — SLM CORPORATION 27

may be adversely affected by policies or events that have the effect of flattening or inverting the yield curve (that is, the difference between long-term and short-term interest rates), compressing interest rates on our earnings assets closer to interest rates on our deposits and borrowings, increasing the volatility of market rates of interest, or changing the spreads among different interest rate indices. Changes in interest rate levels also can lead to other adverse impacts, such as reducing the demand for or increasing the prepayment speeds of our Private Education Loans, increasing the delinquencies or defaults of our borrowers or other counterparties, reducing the value of our assets, or increasing our liabilities. Many of these adverse impacts can occur in an inflationary and/or rising interest rate environment. These adverse impacts may materially adversely affect our operations, our regulatory capital and liquidity position, the credit performance of our Private Education Loans and other assets, the number of borrowers seeking payment relief, our results of operations and financial condition, and/or our cash flows. The level of and changes in market rates of interest and, as a result, these risks and uncertainties, are beyond our control.

The interest rate and maturity characteristics of our earning assets do not fully match the interest rate and maturity characteristics of our funding arrangements, which may negatively impact the level of our net interest income.

Net interest income is the primary source of cash flow generated by our loan portfolio. Interest earned on our Private Education Loans is either fixed-rate or indexed to a short-term variable rate, and these loans are originated with relatively long repayment periods. ABS funding closely mirrors the expected maturities of our education loans and provides a combination of fixed and variable-rate funding. Deposits are issued with both fixed and variable rates, and the average term is typically shorter than the expected term of our loan portfolio.

The different interest rate and maturity characteristics of our loan portfolio and the liabilities funding the portfolio result in fluctuations in our net interest income. In certain interest rate environments, this mismatch may reduce our net interest margin (the interest yield earned on our portfolio less the rate paid on our interest-bearing liabilities) and net interest income. While we actively monitor and manage mismatches in the interest rate and maturity characteristics of our assets and liabilities, using derivative transactions where necessary to avoid excessive levels of repricing and refunding risk, it is not possible to hedge all of our exposure to such risks. While the assets, liabilities, and related hedging derivative contract re-pricing indices are typically highly correlated, there can be no assurance that the historically high correlation will not be disrupted by capital market dislocations or other factors outside our control. In these circumstances, our earnings could be materially adversely affected.

2024 Form 10-K — SLM CORPORATION 26

We are subject to repayment and prepayment risks, which can increase uncertainty as we manage our interest rate risk and can adversely affect our business, financial condition, results of operations, and/or cash flows.

We are subject to risks associated with changes in repayment and prepayment rates on Private Education Loans, which can increase uncertainty as we manage our interest rate risk. Consolidations and refinancings contribute to increased prepayment rates. In addition, increases in employment levels, wages, family income, alternative sources of financing, and government support for student loan borrowers or the forgiveness for certain borrowers of federal student loan indebtedness, may also contribute to higher-than-expected prepayment rates, which can adversely affect our interest rate and repricing risk and our financial condition and results of operations.

Our use of derivatives to manage interest rate sensitivity exposes us to credit and market risk that could have a material adverse effect on our earnings.

We maintain an overall interest rate strategy that uses derivatives to reduce the economic effect of interest rate changes. Developing an effective hedging strategy for dealing with movements in interest rates is complex, and no strategy can completely avoid the risks associated with these fluctuations. For example, our Private Education Loan portfolio remains subject to prepayment risk that could cause it to be under- or over-hedged, which could result in material losses. In addition, some of our interest rate risk management activities expose us to mark-to-market losses if interest rates move in a materially different way than was expected when we entered into the related derivative contracts.

Our use of derivatives also exposes us to market risk and credit risk. Market risk is the chance of financial loss resulting from changes in interest rates and market liquidity. Some of the interest rate swaps we use to economically hedge interest rate risk between our assets and liabilities do not qualify for hedge accounting treatment. Therefore, the change in fair value, called the “mark-to-market,” of the swaps that do not qualify as accounting hedges is included in our statement of income. A decline in the fair value of those derivatives could have a material adverse effect on our reported earnings. See also “— CREDIT RISK — We are subject to the creditworthiness of third parties other than borrowers and exposure to those third parties could adversely affect our business, financial condition, results of operations, and/or cash flows” in this Item 1A.

~~The~~28 SLM ~~trailing~~CORPORATION ~~effects~~— of2025 ~~the~~Form ~~discontinuance of LIBOR could adversely affect our business and financial results.~~10-K

Increditworthiness ~~2017, the Alternative Reference Rates Committee, a group~~ of ~~market~~third ~~participants~~parties ~~that~~other ~~includes~~than ~~both~~borrowers ~~banks~~ and aexposure ~~number~~to ofthose ~~non-banks,~~third ~~identified~~parties ~~the~~could ~~Secured~~adversely ~~Overnight~~affect ~~Financing~~our ~~Rate (“SOFR”)~~business, ~~which~~financial iscondition, aresults ~~rate~~of ~~based on overnight U.S. Treasury repurchase agreement transactions~~operations, asand/or ~~its~~cash ~~recommended~~flows” ~~alternative~~in tothis ~~USD~~Item ~~LIBOR (which was being phased out by regulatory authorities)~~1A.

Between 2020 and 2023, we transitioned our assets, liabilities, and off-balance sheet items to SOFR (plus the applicable spread adjustment). In some instances, we relied on safe harbors provided by federal legislation to transition obligations from LIBOR to SOFR because the obligations did not have fallback provisions for alternative reference rates. Although we relied on those safe harbors in certain instances, the safe harbors were untested. We could still be exposed to risks associated with disputes and litigation with customers, counterparties, and other market participants in connection with implementing replacement rates for LIBOR.

LIQUIDITY RISK

Our ability to achieve our business goals will be heavily reliant on our ability to obtain deposits, obtain funding through asset-backed securitizations, and sell loans at attractive prices ~~to help fund share repurchase programs and other activities~~. An inability to effectively manage our liquidity could negatively impact our ability to fund our business obligations and opportunities, which could lead to regulatory scrutiny and could have a material adverse effect on our business, financial condition, results of operations, and/or cash flows.

We must effectively manage the liquidity risk inherent in our business. We require liquidity to meet cash requirements for such things as day-to-day operating expenses, funding of our Private Education Loan originations, deposit withdrawals and maturities, payment of any declared dividends on our preferred stock and common stock, payment of our debt service, and payment for any shares of common stock or preferred stock acquired under any stock repurchase program or otherwise. Our primary sources of liquidity and funding are customer deposits, payments received on Private Education Loans that we hold, and proceeds from loan sales and securitization transactions. We may maintain too much liquidity, which can be costly, or we may be too illiquid, which could result in financial distress during times of economic stress or capital market disruptions.

~~2024~~We ~~Form~~fund 10Private Education Loan originations through asset-Kbacked securitizations and deposits raised by the Bank, including term and liquid brokered and retail deposits, as well as Educational 529 and Health Savings Account deposits, and with proceeds received from loan sales. Assets funded through deposits result in refinancing risk because the average term of the deposits is shorter than the expected term of the Private Education Loan assets we originate. The significant competition for deposits from other banking organizations, new FinTech companies, or other types of cash management products, such as digital wallets, non-fungible tokens and digital currencies and cryptocurrencies (including stablecoins), which are also seeking stable deposits to support their funding needs, may affect deposit renewal rates, costs, or availability. At December 31, 2025, our brokered deposits totaled $8.8 billion, which represented 42 percent of our total deposits. Brokered deposits may be more price sensitive than other types of deposits and may become less available if alternative investments offer higher returns. In addition, our ability to maintain existing balances of all deposit types or obtain additional deposits of any type may be affected by factors, including those beyond our control, such as a rising stock market, more attractive returns on alternative investments, perceptions about our existing and future financial strength, quality of deposit servicing or online banking generally, changes in monetary or fiscal policies that influence deposit or other rates, general economic conditions, including high unemployment and decreased savings rates, and adverse developments in the financial services industry generally. See also “—LIQUIDITY ~~SLM~~RISK ~~CORPORATION 27~~— Adverse developments, and/or a continuation of recent turmoil, in the financial services industry could adversely affect our financial condition and results of operations” in this Item 1A. Also, our ability to maintain our current level of deposits or grow our deposit base could be affected by regulatory restrictions, including the possible imposition by our regulators of prior approval requirements or restrictions on our offered rates, brokered deposit growth, or other areas.

payments received on Private Education Loans that we hold, and proceeds from loan sales and securitization transactions. We may maintain too much liquidity, which can be costly, or we may be too illiquid, which could result in financial distress during times of economic stress or capital market disruptions.

We fund Private Education Loan originations through asset-backed securitizations and deposits raised by the Bank, including term and liquid brokered and retail deposits, as well as Educational 529 and Health Savings Account deposits, and with proceeds received from loan sales. Assets funded through deposits result in refinancing risk because the average term of the deposits is shorter than the expected term of the Private Education Loan assets we originate. The significant competition for deposits from other banking organizations that are also seeking stable deposits to support their funding needs may affect deposit renewal rates, costs, or availability. At December 31, 2024, our brokered deposits totaled $9.5 billion, which represented 45 percent of our total deposits. Brokered deposits may be more price sensitive than other types of deposits and may become less available if alternative investments offer higher returns. In addition, our ability to maintain existing balances of all deposit types or obtain additional deposits of any type may be affected by factors, including those beyond our control, such as a rising stock market, more attractive returns on alternative investments, perceptions about our existing and future financial strength, quality of deposit servicing or online banking generally, changes in monetary or fiscal policies that influence deposit or other rates, general economic conditions, including high unemployment and decreased savings rates, and adverse developments in the financial services industry generally. See also “—LIQUIDITY RISK — Adverse developments, and/or a continuation of recent turmoil, in the financial services industry could adversely affect our financial condition and results of operations” in this Item 1A. Also, our ability to maintain our current level of deposits or grow our deposit base could be affected by regulatory restrictions, including the possible imposition by our regulators of prior approval requirements or restrictions on our offered rates, brokered deposit growth, or other areas.

Our success also depends on our ability to structure Private Education Loan securitizations or execute other secured funding transactions. Several factors may have a material adverse effect on both our ability to obtain such funding and the time it takes us to structure and execute these transactions, including the following:

•Persistent and prolonged disruption or volatility in the capital markets (which could occur as a result of, among other things, general economic conditions, a government debt default, or a government shutdown) or in the education loan ABS sector specifically;

•Degradation of the credit quality or performance of the Private Education Loans we sell or finance through securitization trusts, or adverse rating agency assumptions, rating actions, or conclusions with respect to those trusts or the education loan-backed securitization trusts sponsored by other issuers;

•A material breach of our obligations to purchasers of our Private Education Loans, including securitization trusts;

•The timing, pricing, and size of education loan asset-backed securitizations other parties issue, or the adverse performance of, or other problems with, such securitizations;

2025 Form 10-K — SLM CORPORATION 29

•Challenges to the enforceability of Private Education Loans based on violations of, or changes to, federal or state consumer protection or licensing laws and related regulations, or imposition of penalties or liabilities on assignees of Private Education Loans for violation of such laws and regulations; and

•Our inability to structure and gain market acceptance for new product features or services to meet new demands of ABS investors, rating agencies, or credit facility providers.

If we require funding beyond ~~that~~what ~~which~~ we may be able to obtain through deposits, loan sales, and proceeds from ABS transactions at attractive prices, we may need to raise additional liquidity through other forms of secured and unsecured debt financing, which, in turn, could increase our funding costs and reduce our net interest margin. Future downgrades to our credit ratings, or to the credit ratings of our subsidiaries or to the securities issued in our securitization transactions, also could result in higher funding costs and reduce our net interest margin.

Our ability to sell loans at attractive prices, as well as the timing and volume of any sales, will be subject to market conditions and competitive purchasers, and there can be no guarantee that we will be able to effectuate planned or unplanned loan sales at the prices, times, or volumes we desire, or at all. If we are unable to effectuate loan sales at the prices, times, and volumes we desire, we may not be able to fund share repurchase programs that are authorized from time to time, originate Private Education Loans in the volumes we desire, meet other obligations, or achieve other business goals.

2024 Form 10-K — SLM CORPORATION 28

If our business objectives require capital above and beyond what we generate through retained earnings, we may need to raise capital for our business by issuing additional equity to investors. Several factors, some of which may be beyond our control, may have a material adverse effect on our ability to raise funding at any given time through any of the channels described above in this Risk Factor in the amounts, at the rates, or within the timeframes we desire or need. If this occurs, our business, results of operations, financial position, and/or cash flows could be materially and adversely affected.

We conduct quarterly liquidity stress tests to evaluate the adequacy of our liquidity sources under several stress scenarios, including a severely adverse macroeconomic scenario. The results of these scenarios may lead management to determine, or our regulators to demand, that higher levels of capital be maintained at significant incremental expense to the Bank.

In structuring and facilitating securitizations or sales of Private Education Loans, administering securitization trusts, or servicing loans we have securitized or sold, we may incur liabilities to transaction parties. If those liabilities are significant, they could adversely affect our business, financial condition, results of operations, and/or cash flows.

Under applicable state and federal securities laws, if investors incur losses as a result of purchasing ABS issued in connection with our securitization transactions, we could be deemed responsible and could be liable to investors for damages. We could also be liable to investors or other parties for certain updated performance information that we may provide subsequent to the original issuances. If we fail, or fail to cause the securitization trusts or other transaction parties, to disclose adequately all material information regarding, or applicable to an investment in ~~any securities~~ABS, if we or the trusts make statements that are misleading in any material respect in information delivered to investors in ~~any securities~~ABS, if we breach any representations or warranties made in connection with securitization of the loans, or if we breach any other duties as the administrator, servicer, or ~~servicer~~program manager of ~~the~~sold ~~securitization~~and/or ~~trusts~~securitized loans, it is possible we could be sued and ultimately held liable to an investor or other transaction party. In transactions involving the sale of loans in non-securitized form where we remain the servicer of the loans, it is possible we could be subject to claims and ultimately held liable to the purchaser of the loans or another transaction party for breaches of representations or warranties or breaches of servicing covenants. If any of those liabilities are significant, they could adversely affect our business, financial condition, results of operations, and/or cash flows.

Adverse developments, and/or a continuation of recent turmoil, in the financial services industry could adversely affect our financial condition and results of operations.

In the past ~~couple~~few of years, several financial services institutions failed or required outside liquidity support. The impact of these failures led to risk of additional stress to the financial services industry generally as a result of increased lack of confidence in the financial sector. Significant, unanticipated deposit withdrawals due to market distress or otherwise or our inability to access other sources of liquidity, whether due to capital markets dislocations or otherwise, could result in constraints on our liquidity and adversely affect our business, financial condition, and results of operations.

30 SLM CORPORATION — 2025 Form 10-K

The financial system is highly interrelated, and we have exposure to, and routinely execute transactions with, a variety of financial institutions. If any of these financial institutions or participants were to become or be perceived as unstable, or enter conservatorship, receivership, or bankruptcy, the consequences could have an adverse effect on our business, financial condition, and results of operations.

2024 Form 10-K — SLM CORPORATION 29

CAPITAL RISK

The Bank is subject to various regulatory capital requirements administered by the FDIC and the UDFI. Failure to meet minimum capital requirements can initiate certain mandatory and possibly additional discretionary actions by regulators that, if undertaken, could have a material adverse effect on our business, results of operations, and/or financial condition.

Under the FDIC’s regulations implementing the Basel III capital framework (“U.S. Basel III”) and the regulatory framework for prompt corrective action, the Bank must meet specific capital standards that involve quantitative measures of its assets, liabilities, and certain off-balance sheet items as calculated under regulatory accounting practices. The Bank’s capital adequacy and its classification under the prompt corrective action framework are also subject to qualitative judgments by the regulators about components of capital, risk weightings, and other factors.

If the Bank fails to satisfy regulatory risk-based or leverage capital requirements, it would be subject to serious regulatory consequences, including restrictions on the ability to make dividend payments or share repurchases, that could prevent us from successfully executing our business plan and may have a material adverse effect on our business, results of operations, financial position, and/or cash flows. See Item 7. “Management’s Discussion and Analysis of Financial Condition and Results of Operations - Regulatory Capital.”

Unfavorable results from the periodic stress scenarios we model under regulatory guidance may adversely affect our business and result in regulatory action that could adversely affect our cost of capital and liquidity position.

Pursuant to regulatory guidance, the Bank conducts annual capital stress tests, modeling a systemic stress scenario. In addition, the Bank may model company-specific stress scenarios from time to time. In ~~2024~~2025, the Bank conducted its annual capital stress tests and the results of these tests were presented to and reviewed by the Bank’s senior management, the Bank’s Board of Directors, and the Board’s Financial Risk Committee. In addition, the Bank made the results of the stress tests (its current business forecast) available to its prudential regulators - the FDIC and the UDFI. Generally, the stress test results include certain measures that evaluate the Bank’s ability to absorb losses in severely adverse economic and financial conditions. On the basis of a stress analysis, senior management may elect to adjust its business plans or capital targets to reduce risks identified by the analysis. Our regulators may also require the Bank to raise additional capital or take other actions, or may impose restrictions on our business, based on the results of the stress tests. We may not be able to raise additional capital if required to do so or may not be able to do so on terms that are advantageous to us. Any such capital raises, if required, may also be dilutive to our existing stockholders. Our regulators may also update their supervisory expectations applicable to the Bank’s stress tests, which could change how the Bank conducts stress tests or how senior management uses the results of the stress tests to inform business plans and capital targets.

Changes in accounting standards, or incorrect estimates and assumptions by management in connection with the preparation of our consolidated financial statements, could adversely affect our capital levels, results of operations, and/or financial condition.

We are subject to the requirements of entities that set and interpret the accounting standards governing the preparation of our financial statements and other financial reports. These entities, which include the Financial Accounting Standards Board (the “FASB”), the SEC, and banking regulators, may add new requirements or change their interpretations of how those standards should be applied. Changes in our accounting policies or in accounting standards could materially affect how we report our financial condition and/or results of operations. As a result of changes to financial accounting or reporting standards, whether promulgated or required by the FASB or other regulators, we could be required to change certain of the assumptions or estimates we have previously used in preparing our financial statements, which could negatively impact how we record and report our financial condition, results of operations, and capital levels.

The preparation of our consolidated financial statements requires us to make critical accounting estimates and assumptions that affect the reported amounts of assets, liabilities, income, and expenses during the reporting periods. Incorrect estimates and assumptions by us in connection with the preparation of our consolidated financial statements could adversely affect the reported amounts of assets, liabilities, income, and expenses. If we make incorrect assumptions or estimates, we may under- or overstate reported financial results, which could materially and adversely affect our business, financial condition, results of operations, and/or capital levels. For additional information on the key areas for which assumptions and estimates are used in preparing our financial statements,

~~2024~~2025 Form 10-K — SLM CORPORATION 3031

periods. Incorrect estimates and assumptions by us in connection with the preparation of our consolidated financial statements could adversely affect the reported amounts of assets, liabilities, income, and expenses. If we make incorrect assumptions or estimates, we may under- or over-state reported financial results, which could materially and adversely affect our business, financial condition, results of operations, and/or capital levels. For additional information on the key areas for which assumptions and estimates are used in preparing our financial statements, see Item 7. “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Critical Accounting ~~Policies and~~ Estimates” and Notes to Consolidated Financial Statements, Note 2, “Significant Accounting Policies.”

REGULATORY RISK

We operate in a highly regulated environment and the laws and regulations that govern our operations, or changes in these laws and regulations, or our failure to comply with them, may adversely affect us.

We are subject to extensive regulation and supervision that govern almost all aspects of our operations. Intended to protect clients, depositors, the DIF, and the overall financial system, these laws, regulations, and supervisory actions may, among other matters:

•increase minimum capital requirements;

•reclassify the types of assets we hold for regulatory capital purposes, including for risk-weightings;

•limit the rates of growth of our business;

•impose limitations on the business activities in which we can engage;

•limit the dividends or distributions the Bank can pay to us;

•limit share repurchases;

•restrict the payment of discretionary bonuses to executive officers;

•restrict the ability of institutions to guarantee our debt;

•limit proprietary trading and investments in certain private funds;

•impose certain specific accounting requirements on us that may be more restrictive;

•result in changes from time to time in our practices, policies, procedures, and personnel in various areas of our business (including, without limitation, practices and policies regarding the dischargeability of certain Private Education Loans in the event of a borrower’s bankruptcy);

•enhance restrictions regarding money laundering and the financing of terrorism;

•enhance requirements related to risk management and corporate governance; and

•result in greater or earlier charges to earnings or reductions in our capital.

Compliance with laws and regulations can be difficult and costly, and changes to laws and regulations, as well as increased intensity in supervision, often impose additional costs and could result in additional charge-offs. In recent years, there has been an increase in the scope of the laws and regulations and the intensity of the supervision to which we are subject, as well as an increase in regulatory enforcement and fines across the banking and financial services sector. The scope of regulation and the intensity of supervision may become higher in the future, which could increase our costs and levels of charge-offs, require increased management attention, and adversely impact our results of operations.

In connection with their continuous supervision and examinations of us, the FDIC, the UDFI, the CFPB, or other regulatory agencies may require changes in our business or operations. Such a requirement may be judicially enforceable or impractical for us to contest, and we could become subject to formal or informal enforcement and other supervisory actions, including memoranda of understanding, written agreements, cease-and-desist orders, and prompt-corrective-action or safety-and-soundness directives. Supervisory actions could entail significant restrictions on our existing business, our ability to develop new business, our flexibility in conducting operations, and our ability to pay dividends or utilize capital. Enforcement and other supervisory actions also can result in the imposition of civil monetary penalties or injunctions, related litigation by private plaintiffs, damage to our reputation, and a loss of customer or investor confidence. We could be required as well to dispose of specified assets and liabilities or to increase our level of charge-offs within a prescribed period of time. As a result, any enforcement or other supervisory action could have an adverse effect on our business, financial condition, results of operations, and prospects. Restrictions or limitations on our operations, or other directives, imposed by our regulators may be confidential and thus, in some instances, we may not be permitted to publicly disclose the actions.

In32 SLM ~~addition,~~CORPORATION ~~changes~~— in2025 ~~the~~Form ~~regulatory and supervisory environments could adversely affect us in substantial and unpredictable ways, including by limiting the types of financial services and products we may offer, enhancing~~ 10-K

~~2024~~prospects. ~~Form~~Restrictions ~~10-K~~or —limitations ~~SLM~~on ~~CORPORATION 31~~our operations, or other directives, imposed by our regulators may be confidential and thus, in some instances, we may not be permitted to publicly disclose the actions.

In addition, changes in the regulatory and supervisory environments could adversely affect us in substantial and unpredictable ways, including by limiting the types of financial services and products we may offer, enhancing the ability of others to offer more competitive financial services and products, restricting our ability to make acquisitions or pursue other profitable opportunities, and negatively impacting our financial condition and results of operations. Changes in the prevailing interpretations of federal or state laws, or the passage of new federal or state laws, and related regulations could also invalidate or call into question the legality of certain of our services and business practices. ~~The impact of the Trump Administration’s policies is unclear.~~

The current federal administration has implemented significant changes in federal priorities and has taken steps to change the operations, structure, and policy focus of various federal agencies, as well as regulatory priorities, policy approaches and interpretations of existing laws by those federal agencies. The full and complete impact of the current federal administration’s deregulatory policies is unclear and new developments could have significant implications for bank supervision compliance, litigation strategy, and consumer protection laws. It is also possible the expected changes in regulation do not occur or are reversed by a subsequent federal administration, or the regulatory measures that are ultimately enacted deliver significant competitive advantages to financial services that are structured differently or serve different markets than the Company and the Bank.

Our failure to comply with the laws, regulations, and supervisory actions to which we are subject, even if the failure is inadvertent or reflects a difference in interpretation, could subject us to fines, other penalties, and restrictions on our business activities, any of which could adversely affect our business, financial condition, cash flows, results of operations, capital base, and/or the price of our securities.

Failure to comply with consumer protection, privacy, data protection, or cybersecurity laws and requirements could subject us to civil and criminal penalties or litigation, including class actions, and have a material adverse effect on our business.

We are subject to a broad range of federal and state consumer protection laws applicable to our lending and retail banking activities, including laws governing fair lending, unfair, deceptive and abusive acts and practices, service member protections, interest rates and loan fees, disclosures of loan terms, marketing, servicing, and collections.

The CFPB is the Bank’s primary consumer compliance supervisor, with exclusive authority to conduct examinations for the ~~purposes~~purpose of assessing compliance with the requirements of federal consumer financial laws and with primary consumer compliance enforcement authority. CFPB jurisdiction, regulation, and supervision could increase our costs and limit our ability to pursue business opportunities. Complaints received by the CFPB regarding us could lead to additional scrutiny of us and increase our costs. Consent orders, decrees, or settlements entered into with governmental agencies may also increase our compliance costs or restrict certain of our activities. Currently, the operational, enforcement, and regulatory posture of the CFPB under the current federal administration is unclear. H.R.1 amended the Dodd-Frank Act to dramatically reduce CFPB funding. As of November 20, 2025, the current federal administration began transferring the CFPB’s enforcement authority and active enforcement actions to the DOJ. Multiple lawsuits related to the current federal administration’s actions remain ongoing and federal courts have issued preliminary injunctions designed to prevent the current federal administration from defunding or shutting down the CFPB while litigation is ongoing. Without final judicial or congressional intervention or a change in the current federal administration’s policies, the CFPB may cease operations in the future. These developments could have significant implications for our regulatory environment, compliance requirements, litigation strategy, and consumer protection laws.

The CFPB and the FDIC have issued guidance to supervised banks with respect to increased responsibilities to supervise the activities of service providers to ensure compliance with federal consumer protection laws. The issuance of regulatory guidance and the enforcement of the enhanced vendor management standards via examination and investigation of us or any third party with whom we do business may increase our costs, require increased management attention, and adversely impact our operations. In the event we should fail to meet ~~the~~these ~~heightened~~expectations ~~standards~~ for management of service providers, we could be subject to supervisory orders to cease and desist, civil monetary penalties, or other actions due to claimed noncompliance, which could have an adverse effect on our business, financial condition, operating results, and/or cash flows.

2025 Form 10-K — SLM CORPORATION 33

We are also subject to a dynamically changing landscape of privacy, data protection, and cybersecurity laws, regulations, and requirements. Various federal and state regulators, including governmental agencies, have adopted, or are considering adopting, laws and regulations regarding the use and disclosure of personal information and data privacy and security. This patchwork of legislation and regulation may lead to conflicts or differing views of privacy rights. As an example, certain state laws regarding personal information may be broader in scope or more stringent than federal laws or the laws of other states regarding personal information. See Item 1. “Business — Supervision and Regulation — Regulation of Sallie Mae Bank — Data Privacy and Data Security Laws and Regulations” for additional information.

Further, we make public statements about our use, collection, disclosure, and other processing of personal information through our privacy policies, information provided on our website, and press statements. Although we endeavor to comply with our public statements and documentation, we may at times fail to do so or be alleged to have failed to do so. The publication of our privacy policies and other statements that provide assurances about privacy, data protection, and data security can subject us to potential regulatory or legal action if they are found to be deceptive, unfair, or misrepresentative of our actual practices.

Violations of federal or state consumer protection, privacy, data protection, or cybersecurity laws or related regulations may expose us to litigation, administrative fines, penalties, and restitution. Compliance with laws and regulations can be difficult and costly, and changes to laws and regulations, as well as increased intensity in compliance and supervision activities, often impose additional compliance costs and may constrain the marketing and origination of Private Education Loans or other products, adversely affect the collection of balances due on the loan assets held by us or by securitization trusts, adversely affect the execution of strategic initiatives, or otherwise adversely affect our business.

~~2024~~From ~~Form~~time 10to time, we and our third-Kparty —service ~~SLM~~providers ~~CORPORATION 32~~may use AI, machine learning, data analytics, and similar tools to collect, aggregate, and analyze data in connection with our business. The impacts of, and regulatory framework for, such technology are continually evolving and remain uncertain and could affect our operations and the way in which we and our third-party service providers use such technology. Additionally, we could incur significant costs to comply with such evolving framework, which could adversely affect our business, financial condition, and results of operations.

From time to time, we and our third-party service providers may use artificial intelligence, machine learning, data analytics, and similar tools to collect, aggregate, and analyze data in connection with our business. The impacts of, and regulatory framework for, such technology are continually evolving and remain uncertain and could affect our operations and the way in which we and our third-party service providers use such technology. Additionally, we could incur significant costs to comply with such evolving framework, which could adversely affect our business, financial condition, and results of operations.

Our framework for managing risks, including model risk and data governance risk, may not be effective in mitigating our risk of loss in all possible scenarios and, if the framework is ineffective, could have a material adverse effect on us and our business.

Our risk management framework seeks to mitigate risk and appropriately balance risk and return. We continue to evolve our risk management framework to consider changes in business and regulatory expectations and to refine established processes and procedures intended to identify, measure, monitor, test, control, report, escalate, and mitigate the types of risk to which we are subject. We seek to monitor and control our risk exposure through a framework of policies, procedures, limits, and reporting requirements.

We also rely on quantitative models to measure and manage risks and estimate certain financial values. Models may be used in such processes as product pricing, extending credit, measuring interest rate and other market risk, estimating losses, calculating and assessing capital levels, estimating the value of financial instruments and balance sheet items, and various other processes. If the models that we use to measure and/or mitigate these risks and values are poorly designed, based upon incorrect or incomplete information, poorly implemented, or are otherwise inadequate, or our governance surrounding the management of data we use in our models and other aspects of our business is poorly designed or implemented, or otherwise is inadequate, our business decisions may be adversely affected, we may provide inaccurate information to the public or regulators, and/or we may incur increased losses.

In addition, there may be existing or developing risks that we have not appropriately anticipated, identified, or mitigated. If our risk management framework does not effectively identify or mitigate our risks, we could suffer unexpected losses and our business, financial condition, and/or results of operations could be materially adversely affected. An ineffective risk-management framework or function also could give rise to enforcement and other supervisory actions, damage our reputation, and result in litigation.

POLITICAL/REPUTATIONAL RISK

Proposals of federal and state governments, or of various political officials or candidates, affecting the student loan industry in particular, subject us to political risk and could have a material adverse impact on our business, results of operations, financial condition, and/or cash flows.

We operate in an environment of heightened political and regulatory scrutiny of education loan lending, holding, servicing, and originations. The rising cost of higher education, questions regarding the quality of education provided, and the increasing amount of student loan debt outstanding in the United States have sustained this heightened and ongoing scrutiny. This environment could lead to further proposals by federal and state legislators and regulators, and/or political officials or candidates, and to the enactment of laws, regulations, and/or executive orders applicable to, or limiting, our business. Further, the regulatory environment at the state level has shifted such that some states recently have enacted new legislation specifically restricting the conduct and practices of student loan servicers. The enactment of any proposed legislation or policies ~~like~~such as those described ~~above~~in this Item 1A. Risk Factors, even if they do not apply specifically to Private Education Loans, could have a material adverse impact on our business, results of operations, financial condition, and/or cash flows. In addition, the continued ongoing publicity regarding these various proposals, even if they are not enacted, could negatively impact the market price of our common stock.

2024 Form 10-K — SLM CORPORATION 33

We are subject to reputational and other risks, which could damage our brand and have a material adverse impact on our business, results of operations, financial condition, and/or cash flows.

Our brand is very important to us and our business. Our reputation as an originator, servicer, seller, and securitizer of high-quality Private Education Loans and as a depository for online deposits is very dependent upon how our customers, our regulators, legislators, the education community, our employees, and the broader market perceive our business practices, financial ~~heath~~health, and integrity. In addition, the business practices, financial health, and integrity of the overall student loan market, other loan markets, or the market for online deposits, as applicable, could impact our reputation. Negative publicity, including as a result of our culture, actual or alleged conduct by us, our employees, or our vendors, or public opinion of the broader student loan industry or other relevant industries generally, could damage our reputation and business and adversely impact the price of our common stock or other securities.

34 SLM CORPORATION — 2025 Form 10-K

our employees, or our vendors, or public opinion of the broader student loan industry or other relevant industries generally, could damage our reputation and business and adversely impact the price of our common stock or other securities.

Other matters that can impact our reputation, including, but not limited to, community impact and workforce issues, and our overall governance environment, may expose us to negative publicity based on the identity and activities of those with whom we do business and the public’s view of our approach and performance, and that of our business partners, regarding these matters. Such negative publicity could damage our relationships and reputation with our existing and prospective customers and third parties with whom we do business, have an adverse effect on our ability to attract and retain customers and employees, and have a negative impact on the demand for and market price of our securities. Stakeholders’ expectations are diverse and rapidly changing, and we may not be able to align our practices with such evolving expectations within the timeframes expected by stakeholders or without incurring significant costs.

Any negative publicity, including individual posts via social media, could “go viral”, causing potentially significant harm to our brand and reputation, and our business, whether or not factually accurate.

Additionally, as described above, actions or proposals of political candidates, administrations, or legislators that may affect the financial industry, or the student loan industry, in particular, could impact our reputation and/or business and adversely impact the price of our common stock.

Any internal, market, or other developments, including those relating to our competitors or our business, that result in a negative impact on our brand or reputation or the reputation of the student loan industry or other relevant industries could have an adverse effect on our ability to originate, service, sell, securitize, and retain Private Education Loans, as applicable, result in greater regulatory, legislative, and media scrutiny, increase our risk of litigation and regulatory sanctions or other actions, and have a material adverse effect on our financial condition and/or results of operations.

~~OPERATIONAL~~TECHNOLOGICAL ~~RISKS~~RISK

Failure or significant interruption of our operating systems or infrastructure or the inability to adapt to changes could disrupt our business, cause significant losses, result in regulatory action or litigation, or damage our reputation.

Our business is dependent on our ability to process and monitor large numbers of transactions in compliance with legal and regulatory standards and our product specifications. As processing demands change and our loan portfolio grows in both volume and differing terms and conditions, developing and maintaining our operating systems and infrastructure become increasingly challenging. There is no assurance we can adequately or efficiently develop, maintain, or acquire access to such systems and infrastructure.

Our loan originations and deposits and the servicing, financial, accounting, data processing, communications, or other operating systems, processes, and facilities that support them may fail to operate properly, become disabled as a result of events beyond our control, or be unable to be rapidly configured to timely address ~~regulatory~~business ~~changes~~requirements or ~~other~~regulatory ~~business requirements~~changes, in each case potentially adversely affecting our ability to process these transactions adequately. Any such failure could adversely affect our ability to achieve our strategic objective or service our customers, result in financial loss or liability to our customers and investors, disrupt our business, result in regulatory action or litigation, or cause reputational damage. Despite the plans we have in place from time to time, our ability to operate may be adversely affected by a disruption in the infrastructure that supports our businesses. Notwithstanding our efforts to maintain business continuity, a disruptive event impacting our processing locations, a failure to adequately anticipate the level of staffing or effort needed to efficiently and effectively communicate with and service our customers or to service and collect on our loans, or another similar operational event could adversely affect our business, financial condition, results of operations, and/or cash flows.

2024 Form 10-K — SLM CORPORATION 34

customers or to service and collect on our loans, or another similar operational event could adversely affect our business, financial condition, results of operations, and/or cash flows.

Our business processes are becoming increasingly dependent upon technological advancement, and we could lose market share if we are not able to keep pace with rapid changes in technology.

Our future success depends, in part, on our ability to underwrite and approve loans, process loan applications and payments, and provide other customer services, in a safe, automated manner with high-quality service standards. The volume of loan originations we are able to process is reliant on the systems and processes we have implemented and developed. These systems and processes are becoming increasingly dependent upon technological advancement, such as the ability to process loans and payments over the internet or mobile applications, accept electronic signatures, and provide initial decisions instantly. Our future success also depends, in part, on our ability to develop and implement technology solutions that keep pace with continuing changes in technology, industry standards, and client preferences, including FinTech developments. We may not be successful in anticipating or responding to these developments in a timely manner. We have made, and need to continue to make, investments in our technology platform to provide competitive products and services and to reduce the number of manual processes we employ. We may be required to expend significant funds to develop or acquire new technologies. If competitors introduce products, services, and systems that are better than ours or that are more cost-effective or that gain greater market acceptance, we could lose market share. Any one of these circumstances could have a material adverse effect on our business reputation and ability to obtain and retain clients and, therefore, could materially adversely affect our business, financial condition, and/or results of operations.

2025 Form 10-K — SLM CORPORATION 35

implemented and developed. These systems and processes are becoming increasingly dependent upon technological advancement, such as the ability to process loans and payments over the internet or mobile applications, accept electronic signatures, and provide initial decisions instantly. Our future success also depends, in part, on our ability to develop and implement technology solutions that keep pace with continuing changes in technology, industry standards, and client preferences, including FinTech developments. We may not be successful in anticipating or responding to these developments in a timely manner. We have made, and need to continue to make, investments in our technology platform to provide competitive products and services and to reduce the number of manual processes we employ. We may be required to expend significant funds to develop or acquire new technologies. If competitors introduce products, services, and systems that are better than ours or that are more cost-effective or that gain greater market acceptance, we could lose market share. Any one of these circumstances could have a material adverse effect on our business reputation and ability to obtain and retain clients and, therefore, could materially adversely affect our business, financial condition, and/or results of operations.

The development and use of AI presents risks and challenges that may adversely impact our business.

We are in the initial phases of integrating AI into our business operations with the objective of enhancing employee productivity, client outreach, and customer experience in general. In addition, certain vendors and third parties may incorporate AI technologies into business processes, services, or products that we utilize. The adoption and use of AI introduces a range of risks and challenges to our business.

The legal and regulatory landscape governing AI is highly dynamic and continues to evolve rapidly in the United States and internationally, including through the development of regulatory frameworks specifically targeting AI. Recent federal executive actions have signaled a shift in the regulatory landscape for AI in the United States. These actions direct federal agencies to promote a unified national approach to AI oversight, including the potential preemption of conflicting state laws and the establishment of federal standards. While these executive actions do not currently impose direct obligations on private financial institutions, future regulatory developments or agency actions could impact our adoption and governance of AI technologies, as well as our oversight of third-party vendors. Additionally, individual states continue to explore their own laws and regulations related to the use and application of AI. As the legal and regulatory framework for AI continues to evolve, we may face increased, shifting or conflicting compliance requirements, which may require operational adjustments or strategic considerations related to our or our vendors’ use and implementation of AI, which could in turn increase our compliance costs and the risk of non-compliance.

Further, the use of AI models could result in the inadvertent disclosure of confidential company information, infringement of intellectual property rights, or other adverse outcomes. The complexity and opacity of many AI models may also make it difficult to fully assess and mitigate these risks. As a result, our use of AI, or the use of AI by our vendors or third parties, could expose us to liability, regulatory or legal consequences, and reputational harm and, therefore, could materially adversely affect our business, financial condition, and/or results of operations.

We depend on secure information technology and a breach of those systems or those of third-party vendors could result in significant losses, unauthorized disclosure of confidential customer information, and reputational damage, which could materially adversely affect our business, financial condition, and/or results of operations and could lead to significant financial, legal, and reputational exposure.

Our operations rely on the secure collection, processing, storage, and transmission of personal, confidential, and other information in a significant number of customer transactions on a continuous basis through our computer systems and networks and those of our third-party service providers. Information security risks for financial institutions and third-party service providers have increased in recent years and continue to evolve in part because of the proliferation of new technologies, the use of the internet and telecommunications technologies to conduct financial transactions, and the increased sophistication and activities of organized crime, hackers, terrorists, activists, and other external parties, including foreign state-sponsored actors. These parties also may fraudulently induce employees, customers, and others who use our or our service providers’ systems or have access to our or our customers’ data, to gain access to our and our customers’ data or our assets.

We and our service providers face constant threats to our systems and data and continuously experience cyberattacks and other security incidents. While we continue to evolve our security controls to improve our ability to prevent, detect, and respond to the continually changing threats, we may be required to expend significant additional resources in the future to enhance our security controls in response to new or more sophisticated threats, as well as new regulations related to cybersecurity. Additionally, while we and our third-party service providers commit resources to the design, implementation, maintenance, security, and monitoring of our networks and systems, there is no guarantee that our security controls, or those of our third-party service providers, will protect against all threats.

~~Despite~~36 SLM ~~the~~CORPORATION ~~measures~~— we2025 ~~and~~Form ~~our third~~10-party service providers implement to protect our systems and our or our customers’ data, we may not be able to anticipate, prevent, or detect cyberattacks, particularly because the techniques used by attackers change frequently or are not recognized until launched, and because cyberattacks can originate from a wide variety of sources, including third parties who are or may be involved in organized crime or linked to terrorist organizations or hostile foreign governments. Such third parties may seek to gain unauthorized access to our systems either directly or using equipment or security passwords belonging to employees, customers, third-party service providers, or other users of our systems or those of our third-party service providers. Or, they may seek to disrupt or disable our or our service providers’ services through attacks such as denial-of-service and ransomware attacks. In addition, we or our service providers may be unable to identify, or may be significantly delayed in identifying, cyberattacks and incidents due to the increasing use of techniques and tools that are designed to circumvent controls, to avoid detection, and to remove or obfuscate forensic artifacts. As a result, our computer systems, software, and networks, as well as those of third-party vendors we utilize, may be vulnerable to unauthorized access, computer viruses, malware attacks, and other events that could have a security impact K

~~2024~~commit ~~Form~~resources 10to the design, implementation, maintenance, security, and monitoring of our networks and systems, there is no guarantee that our security controls, or those of our third-Kparty —service ~~SLM~~providers, ~~CORPORATION 35~~will protect against all threats.

Despite the measures we and our third-party service providers implement to protect our systems and our or our customers’ data, we may not be able to anticipate, prevent, or detect cyberattacks, particularly because the techniques used by attackers change frequently or are not recognized until launched, and because cyberattacks can originate from a wide variety of sources, including third parties who are or may be involved in organized crime or linked to terrorist organizations or hostile foreign governments. Such third parties may seek to gain unauthorized access to our systems either directly or using equipment or security passwords belonging to employees, customers, third-party service providers, or other users of our systems or those of our third-party service providers. Or, they may seek to disrupt or disable our (or our service providers’) services through attacks such as denial-of-service and ransomware attacks. In addition, we or our service providers may be unable to identify, or may be significantly delayed in identifying, cyberattacks and incidents due to the increasing use of techniques and tools that are designed to circumvent controls, to avoid detection, and to remove or obfuscate forensic artifacts. As a result, our computer systems, software, and networks, as well as those of third-party vendors we utilize, may be vulnerable to unauthorized access, computer viruses, malware attacks, and other events that could have a security impact beyond our control. We also routinely transmit and receive personal, confidential, and proprietary information, some through third parties, which may be vulnerable to interception, misuse, or mishandling. This risk may be heightened by our hybrid work environment, which may lead to unanticipated issues arising from handling personal, confidential, and other information from a work-from-home environment.

If one or more of such events occur, personal, confidential, and other information processed by, stored in, or transmitted through, our computer systems and networks, or those of third-party vendors, could be compromised or could cause interruptions or malfunctions in our or our customers’ or service providers’ operations that could result in significant losses, loss of business by us and loss of confidence in us, customer dissatisfaction, significant litigation, regulatory exposures, and harm to our reputation and brand. In addition, we may be required to expend significant resources to modify our protective measures, to investigate the circumstances surrounding the event, and implement mitigation and remediation measures. We also may be subject to fines, penalties, litigation (including securities fraud class action lawsuits) and regulatory investigation costs and settlements and other financial losses. If one or more of such events occur, our business, financial condition, and/or results of operations could be significantly and adversely affected.

While we seek to mitigate cyber and related risks associated with outsourcing to third-party service providers, including through our vendor management processes, both operational and technological cyber risks remain, and certain risks are beyond our security and control systems. Cyberattacks targeted at our service providers or in other areas of our business chain may result in unauthorized interception, misuse, mishandling, access, acquisition, loss, or destruction of our or our customers’ data, or may affect the availability of our services, and impose costs and other liabilities that significantly and adversely affect us in the ways discussed above.

While we maintain insurance coverage that may apply to various cybersecurity risks and liabilities, there is no guarantee that any or all costs or losses incurred would be partially or fully covered.

We depend significantly on third parties for a wide array of our operations and customer services and key components of our information technology infrastructure, and a breach of security or service levels, or violation of law by one of these third parties, could disrupt our business or provide our competitors with an opportunity to enhance their position at our expense.

We depend significantly on third parties for a wide array of our operations and customer services and key components of our information technology and security infrastructures. Third-party vendors are significantly involved in aspects of our servicing for Private Education Loans, Bank deposit-taking activities, payroll software and systems development, data center and operations, including the timely and secure transmission of information across our data communication network, and for “cloud” computing services and other telecommunications, email, processing, storage, remittance, and technology-related services in connection with our business. If a service provider fails to provide the services we require or expect, or fails to meet applicable regulatory or contractual requirements, such as service levels, protection of our customers’ personal and confidential information, or compliance with applicable laws, that failure could negatively impact our business by adversely affecting our ability to process customers’ transactions in a timely and accurate manner, otherwise hampering our ability to serve our customers and investors, or subjecting us to litigation and regulatory risk for matters as diverse as poor vendor oversight, improper release or protection of personal information, or release of incorrect information. Such a failure could adversely affect the perception of the reliability of our networks and services, and the quality of our brand, and could materially adversely affect our business, financial condition, and/or results of operations.

2025 Form 10-K — SLM CORPORATION 37

protection of personal information, or release of incorrect information. Such a failure could adversely affect the perception of the reliability of our networks and services, and the quality of our brand, and could materially adversely affect our business, financial condition, and/or results of operations.

OPERATIONAL RISK

We may face risks from our operations related to litigation or regulatory or supervisory actions that could result in significant legal expenses and settlement or damage awards.

From time to time, in the ordinary course of our business, we face litigation alleging violations of consumer protection, securities, employment, and other laws. Defending against such litigation, or regulatory or supervisory actions, may require significant attention and resources of management and, regardless of the outcome, such actions could result in significant expenses. If we are a party to material litigation or regulatory or supervisory actions and if the defenses we assert are ultimately unsuccessful, or if we are unable to achieve a favorable outcome, we could be liable for large damages, penalties, or other costs or charge-offs and that could have a material adverse effect on our business, results of operations, and/or financial condition.

2024 Form 10-K — SLM CORPORATION 36

Our internal controls over financial reporting and disclosure controls, as well as other internal controls, may be ineffective, which could have a material adverse effect on our financial condition and/or results of operations.

Our management is responsible for maintaining, regularly assessing, and, as necessary, making changes to our internal controls over financial reporting and our disclosure controls. Nevertheless, our internal controls over financial reporting and our disclosure controls can provide only reasonable assurances regarding the reliability of our financial reporting and the preparation of our financial statements for external purposes in accordance with generally accepted accounting principles in the United States (“GAAP”) and may not prevent or detect misstatements. Any failure or circumvention of our internal controls over financial reporting or our disclosure controls, failure to comply with rules and regulations related to such controls, or failure to make sound and appropriate application of the criteria established in the framework set forth in Internal Control-Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission could have a material adverse effect on our financial condition and/or results of operations.

Other internal controls, including fraud detection and controls, and corporate governance procedures also are based on the assumption that they can provide only reasonable, not absolute, assurances the objectives of the controls and procedures are met. Any failure or circumvention of controls and procedures, including as a result of human error, malfeasance of employees or third parties, or other misconduct by employees or third parties, can result in legal risk and reputational harm and have a material adverse effect on our business, financial condition, and/or results of operations.

38 SLM CORPORATION — 2025 Form 10-K

Our business operations and those of our third-party vendors may be adversely impacted by political events, terrorism, cyberattacks, public health issues (including pandemics), natural disasters, severe weather, climate change, infrastructure failure or outages, labor disputes, business interruptions, and other unpredictable catastrophic events.

Our business operations and those of our third-party vendors are subject to interruption by, among other things, geopolitical events, terrorism, cyberattacks, public health issues (including pandemics), natural disasters, severe weather, climate change, infrastructure failure or outages, labor disputes, and other unpredictable catastrophic events, which could make it difficult or impossible for us to deliver a satisfactory experience to our customers or could decrease demand for our products and services.

Any of the unpredictable catastrophic events discussed above could affect the stability of our deposit base, impair the ability of our borrowers and cosigners to repay their outstanding loans, cause significant property damage, and result in loss of revenue and/or cause us to incur additional expenses. The occurrence of any such event could have a material adverse impact on our business, financial condition, results of operations, and/or cash flows.

New lines of business, or new products and services, and/or new strategic partnerships or initiatives may subject us to additional risks. Additionally, our ability to successfully make acquisitions or enter into strategic partnerships is subject to significant risks, including the risk that governmental authorities may not provide any requisite approvals, the risk that integrating acquisitions may be more difficult, costly, or time consuming than expected, and the risk that the value of acquisitions or strategic partnerships may be less than anticipated.

From time to time, we may implement or acquire new lines of business, or offer new products and services, begin new strategic partnerships, explore new initiatives, or enter into new business arrangements with third-party service providers, alternative payment providers, or other industry participants. We may face compliance and regulatory risks in each of those cases. We also may from time to time seek to acquire other financial services companies or businesses that complement our business strategy. These acquisitions may be subject to regulatory approval in some instances, and no assurance can be provided that we will be able to obtain that approval in a timely manner or at all or that approval may not be subject to burdensome conditions. Even if we are able to obtain any required regulatory approval, the failure of other closing conditions to be satisfied or waived could delay the completion of an acquisition for a significant period of time or prevent it from occurring altogether. Any failure or delay in closing an acquisition could adversely affect our reputation, business, and performance.

Acquisitions and/or implementation of new lines of business, products, services, strategic partnerships, initiatives, or ~~services~~business arrangements involve numerous risks and uncertainties, including inaccurate financial and operational assumptions, incomplete or failed due diligence, lower-than-expected performance, higher-than-expected costs, difficulties related to integration, diversion of management’s attention from other business activities, adverse market or other reactions, changes in relationships with customers or counterparties, the potential loss of key personnel, and the possibility of litigation and other disputes. An acquisition also could be dilutive to our existing stockholders if we were to issue common stock to fully or partially pay or fund the purchase price. Moreover, we may not be successful in identifying appropriate acquisition candidates, integrating acquired businesses or companies, or realizing expected value from strategic partnerships, acquisitions or new lines of business, products, services, or initiatives. Significant competition exists for valuable strategic partnerships and acquisition targets, and we may not be able to acquire or partner with other businesses or companies on attractive terms. No assurance can be given that we will pursue future strategic partnerships, initiatives, or acquisitions, and our ability to grow and successfully compete may be impaired if we choose not to pursue or are unable to successfully make acquisitions or implement new lines of business, products, strategic partnerships or initiatives or services.

~~2024~~2025 Form 10-K — SLM CORPORATION 3739

~~management’s~~Our ~~attention~~origination ~~from~~expansion ~~other~~initiative ~~business activities, adverse market or other reactions, changes in relationships with customers or counterparties, the potential loss of key personnel,~~ and ~~the~~strategic ~~possibility~~partnership offunding ~~litigation~~model ~~and~~are other disputes. An acquisition also could be dilutive to our existing stockholders if we were to issue common stock to fully or partially pay or fund the purchase price. Moreover, we may not be successful in identifying appropriate acquisition candidates, integrating acquired businesses or companies, or realizing expected value from acquisitions or new ~~lines of business, products, or services. Significant competition exists for valuable acquisition targets,~~ and weuntested ~~may not be able to acquire other businesses or companies on attractive terms. No assurance can be given that we will pursue future acquisitions,~~ and ~~our ability to grow and successfully compete~~ may beexpose ~~impaired~~us ~~if we choose not~~ to ~~pursue~~a orbroad ~~are~~range ~~unable to successfully make acquisitions or implement new lines~~ of ~~business,~~potential ~~products, or services~~risks.

Our origination expansion initiative and strategic partnership funding model are new and untested. Engaging in new and untested strategies and initiatives like our origination expansion initiative and strategic partnership funding model could expose the Company to potential risks including, but not limited to, risks associated with the creation, expansion, growth, and scaling of these initiatives, as well as our reliance on third parties. Our new strategies and initiatives may increase our exposure to execution, operational, concentration, and counterparty risks. We may depend on a limited number of strategic partners, private credit sources, and external demand for higher education products and services, which could increase margin pressures, expenditures, and pose potential liquidity and concentration risks.

If we are unable to secure additional strategic partners, capture new opportunities related to the origination expansion initiative, or access additional sources of private credit, our ability to achieve our strategic objectives, including the anticipated growth or earnings potential of these strategies, could be limited. Our reliance on third parties, including strategic partners, higher education institutions, and other counterparties—may expose us to risks if such parties fail to fulfill their contractual obligations or our agreements with them are terminated unexpectedly. The simultaneous creation and management of multiple new strategic partnerships and initiatives may further increase operational complexity and risk.

RISKS RELATED TO SPIN-OFF

We may have exposure to risks related to the Spin-Off, indemnification claims, and/or Navient’s creditworthiness.

In connection with the Spin-Off, we entered into a Separation and Distribution Agreement with Navient (the “Separation and Distribution Agreement”). We also entered into various other ancillary agreements with Navient, including a tax sharing agreement, to effect the Spin-Off and provide a framework for our relationship with Navient thereafter. Pursuant to the terms of the Separation and Distribution Agreement, and as contemplated by the structure of the Spin-Off, Navient is legally responsible for, and obligated to indemnify the Bank against, all claims, actions, damages, losses, or expenses that may arise from the conduct of all activities of pre-Spin-Off SLM occurring prior to the Spin-Off, except for certain liabilities specifically assumed by the Bank in the agreement as to which the Bank would be obligated to indemnify Navient.

The Bank and Navient entered into the above-referenced tax sharing agreement to govern the respective rights, responsibilities, and obligations of the parties after the Spin-Off relating to taxes, including with respect to the payment of taxes, the preparation and filing of tax returns, and the conduct of tax contests. Under this agreement, each party is generally liable for taxes attributable to its business. The agreement also addresses the allocation of tax liabilities that are incurred as a result of the Spin-Off and related transactions. While the statutes of limitation on the tax periods covered by the tax sharing agreement have largely run, any trailing tax liabilities associated with past periods could impact our business, financial condition, and/or results of operations.

The Separation and Distribution Agreement and tax sharing agreement provide specific processes and procedures pursuant to which claims for indemnification may be submitted. Any financial liability or litigation costs resulting from an indemnification claim made against or by Navient could have a material adverse impact on our business, financial condition, and/or results of operations. Additionally, if Navient is unable or unwilling to pay claims that we make against it, our financial condition, results of operations, and/or cash flows could be materially and adversely affected over time.

GENERAL ~~RISKS~~RISK

Our business could be negatively affected if we are unable to attract, retain, and motivate skilled employees.

40 SLM CORPORATION — 2025 Form 10-K

challenges in this area. Our ability to attract and retain qualified employees also is affected by perceptions of our culture and management, our profile in the regions where we have offices, and the professional opportunities we offer. We rely upon our senior leaders not only for business success, but also to lead with integrity. To the extent our senior leaders behave in a manner that does not comport with our values, the consequences to our brand and reputation could be severe and could adversely affect our financial condition and results of operations. If we are unable to attract, develop, and retain talented senior leadership and employees, or to implement appropriate succession plans for our senior leadership and subject matter experts, our business could be negatively affected.

In addition, the loss of key senior leaders, skilled employees, or subject matter experts could result not only in operational disruption but also in the transfer of valuable institutional knowledge, strategic insights, and expertise to competitors. Departing employees may leverage the experience, training, and familiarity with our systems, processes, and strategic priorities gained during their employment to compete more effectively against us on behalf of a new employer. Even when subject to confidentiality and other restrictive covenants, the risk that such individuals could use or disclose proprietary know‑how, intentionally or unintentionally, may increase competitive pressures and adversely affect our business, financial condition, and results of operations.

The holders of our preferred stock have rights that are senior to those of our common stockholders.

At December 31, ~~2024~~2025, we had issued and outstanding 2.5 million shares of our Series B Preferred Stock. Our Series B Preferred Stock is senior to our shares of common stock in right of payment of dividends and other distributions. Generally, we must be current on dividends payable to holders of our Series B Preferred Stock before any dividends can be paid on our common stock. We also must comply with certain provisions that are protective of the Series B Preferred Stock in order to effectuate any repurchases under our common stock share repurchase program. In the event of our bankruptcy, dissolution, or liquidation, the holders of our Series B Preferred Stock must be satisfied before any distributions can be made to our common stockholders.

2024 Form 10-K — SLM CORPORATION 38

We may be limited in our ability to receive dividends from the Bank, pay dividends on and repurchase our common stock, and make payments on our corporate debt.

The declaration and payment of future common stock dividends, as well as the amount thereof, are subject to determination by, and the discretion of, our Board of Directors. In addition, we may change our policy regarding the payment of dividends and reduce or eliminate our common stock dividend in the future, which could adversely affect the market price of our common stock.

Our share repurchase programs permit us to repurchase from time -to -time shares of our common stock up to an aggregate repurchase price not to exceed the authorized limits described in this Form 10-K. We may not be able to sell loans at prices, in volumes, or on a schedule, that will provide us with sufficient funds to effect share repurchases under our share repurchase programs. Additionally, we may pause or discontinue our share repurchase programs for other reasons, such as legal or regulatory considerations, or because we decide to allocate available funds for other corporate priorities. The timing and volume of any repurchases will be subject to market conditions, and there can be no guarantee that we will repurchase up to the limit of any program or at all, which could adversely affect the market price of our common stock.

We are dependent on funds obtained from the Bank to fund corporate debt payments, dividend payments, and any share repurchases. Regulatory and other legal restrictions may limit our ability to transfer funds freely, either to or from our subsidiaries. In particular, the Bank is subject to laws and regulations that authorize regulatory bodies to block or reduce the flow of funds to us, or that prohibit such transfers altogether in certain circumstances. These laws, regulations, and rules may hinder our ability to access funds that we may need to make payments in respect of our stock or to satisfy our other responsibilities. The FDIC has the authority to prohibit or limit the payment of dividends by the Bank and SLM Corporation.

Our business could be negatively affected if we are unable to attract, retain, and motivate skilled employees.

Our success depends, in large part, on our ability to retain key senior leaders and to attract and retain skilled employees and subject matter experts. We depend on our senior leaders and skilled employees and subject matter experts to oversee initiatives across the enterprise and execute on our business plans in an efficient and effective manner. Competition for such senior leaders and employees, and the cost associated with attracting and retaining them, is high. Recent scrutiny of compensation in the financial services industry has introduced additional challenges in this area. Our ability to attract and retain qualified employees also is affected by perceptions of our culture and management, our profile in the regions where we have offices, and the professional opportunities we offer. We rely upon our senior leaders not only for business success, but also to lead with integrity. To the extent our senior leaders behave in a manner that does not comport with our values, the consequences to our brand and reputation could be severe and could adversely affect our financial condition and results of operations. If we are unable to attract, develop, and retain talented senior leadership and employees, or to implement appropriate succession plans for our senior leadership and subject matter experts, our business could be negatively affected.

Item 1B. Unresolved Staff Comments

None.

~~2024~~2025 Form 10-K — SLM CORPORATION 3941

Item 1C. Cybersecurity

Cybersecurity Risk Management and Strategy

We have developed and implemented a cybersecurity risk management program intended to protect the confidentiality, integrity, and availability of our critical systems and information. Our cybersecurity risk management program includes a cybersecurity incident response standard.

We use the Cyber Risk Institute Profile (which is based on the National Institute of Standards and Technology Cybersecurity Framework), the Federal Financial Institutions Examination Council Information Technology Examination Handbook, and the Payment Card Industry Data Security Standards as guides to help us identify, assess, and manage cybersecurity risks relevant to our business and develop and implement our cybersecurity risk management program. This does not imply that we meet any particular technical standards, specifications, or requirements.

Our cybersecurity risk management program is integrated with our overall enterprise risk management program, and shares common methodologies, reporting channels, and governance processes that apply across the enterprise risk management program to other legal, compliance, strategic, operational, and financial risk areas.

Our cybersecurity risk management program includes the following key elements:

•risk assessments designed to help identify material cybersecurity risks to our critical systems, information, services, and our broader enterprise information technology (“IT”) environment;

•a team comprised of IT security, IT infrastructure, and IT compliance personnel principally responsible for directing (i) our cybersecurity risk assessment processes, (ii) our security processes, and (iii) our response to cybersecurity incidents;

•the use of external cybersecurity service providers, where appropriate, to assess, test, or otherwise assist with aspects of our security processes;

•cybersecurity awareness training of employees with access to our IT systems;

•a cybersecurity incident response standard and Crisis Management Policy that guide our response to cybersecurity incidents; and

•a third-party risk identification and management process for service providers.

We face certain ongoing risks from cybersecurity threats that, if realized, are reasonably likely to materially affect us, including our operations, business strategy, results of operations, and/or financial condition. See Item 1A. “Risk Factors – ~~OPERATIONAL~~TECHNOLOGICAL RISKS – We depend on secure information technology and a breach of those systems or those of third-party vendors could result in significant losses, unauthorized disclosure of confidential customer information, and reputational damage, which could materially adversely affect our business, financial condition, and/or results of operations and could lead to significant financial, legal, and reputational exposure” in this Form 10-K.

Cybersecurity Governance

Our Board of Directors considers cybersecurity risk as critical to the enterprise and delegates the cybersecurity risk oversight function to the Operational and Compliance Risk Committee of the Board. The Operational and Compliance Risk Committee of our Board of Directors oversees management’s design, implementation, and enforcement of our cybersecurity risk management program.

Our Chief Security Officer (“CSO”) reports to our ~~Chief~~Executive ~~Operational~~Vice ~~Officer~~President, ~~and~~Chief ~~President~~Technology ofand ~~the~~Enablement ~~Bank~~Officer and leads the Company’s overall cybersecurity function. Our CSO provides periodic updates on our cybersecurity risk management program to the management-level Operational and Compliance Risk Committee (“OCRC”) and Executive Committee (“EC”). The Operational and Compliance Risk Committee of our Board of Directors also receives periodic reports from our CSO on our cybersecurity risks, including briefings on our cyber risk management program and cybersecurity incidents.

Our CSO supervises efforts to prevent, detect, mitigate, and remediate cybersecurity risks and incidents through various means, which include: briefings from internal security personnel; threat intelligence and other

~~2024~~42 SLM CORPORATION — 2025 Form 10-K ~~— SLM CORPORATION 40~~

information obtained from governmental, public, or private sources, including external cybersecurity service providers; and alerts and reports produced by security tools deployed in the IT environment.

Our CSO is responsible for assessing and managing our material risks from cybersecurity threats, has primary responsibility for leading our overall cybersecurity risk management program, and supervises both our internal cybersecurity personnel and our external cybersecurity service providers. Our CSO has significant executive experience in managing and leading IT and cybersecurity teams in both government and the private sector and has received industry recognition in the cybersecurity area. Our CSO holds cybersecurity certifications from leading cybersecurity training and research institutes, is a Fellow at the National Security Institute, and is a member of the Board of Directors of the Financial Services Information Sharing and Analysis Center.

Item 2. Properties

The following table lists the principal facility owned by us as of December 31, ~~2024~~2025:

Location

Function

Approximate
Square Feet

Newark, DE

Headquarters

160,000

The following table lists the principal facilities leased by us as of December 31, ~~2024~~2025:

Location

Function

ApproximateSquare Feet

Indianapolis, IN

Administrative Offices

~~115~~112,000

New Castle, DE

Loan Servicing Center

125,000

Sterling, VA

Administrative Offices

27,000

Arlington, VA

Administrative Offices

29,000

Newton, MA

Administrative Offices

14,000

Sterling, VA

Administrative Offices

27,200

Salt Lake City, UT

Sallie Mae Bank

17,000

Newton, MA

Administrative Offices

13,400

Salt Lake City, UT

Sallie Mae Bank

16,700

Our headquarters is currently located in owned space, unencumbered by a mortgage, at 300 Continental Drive, Newark, Delaware, 19713.

2024 Form 10-K — SLM CORPORATION 41

Item 3. Legal Proceedings

The information required by this Item is set forth in the “Commitments, Contingencies, and Guarantees” discussion in Note 1819 of the accompanying Notes to the Consolidated Financial Statements in this Annual Report on Form 10-K, which discussion is included in Item 8 of this Report, and is incorporated herein by reference in response to this Item.

Item 4. Mine Safety Disclosures

N/A

2025 Form 10-K — SLM CORPORATION 43

PART II.

Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity Securities

Our common stock is listed and trades on the NASDAQ Global Select Market (“Nasdaq”) under the symbol SLM. As of January 31, ~~2025~~2026, there were ~~210~~198,~~423~~154,~~462~~626 shares of our common stock outstanding and approximately ~~239~~227 holders of record.

We paid quarterly cash dividends on our common stock of $0.~~11 per share for the first, second, and third quarters of 2024, respectively, and $0.~~13 per share for ~~the~~each ~~fourth~~ quarter of ~~2024~~2025. We paid quarterly cash dividends on our common stock of $0.11 per share for ~~each~~the ~~quarter~~first, second, and third quarters of ~~2023~~2024, respectively, and ~~2022~~$0. 13 per share for the fourth quarter of 2024. Common stock dividend declarations are subject to determination by, and the discretion of, our Board of Directors. We may change our common stock dividend policy at any time. See Item 1A. “Risk Factors — GENERAL RISKS” for possible limitations on the payments of our dividends.

The information contained in the definitive proxy statement on Schedule 14A for our ~~2025~~2026 annual meeting of ~~shareholders~~stockholders (the “~~2025~~2026 Proxy Statement”), including information appearing in the section titled “Equity Plan Compensation Information”, is incorporated herein by reference.

Issuer Purchases of Equity Securities

The following table provides information relating to our purchase of shares of our common stock in the three months ended December 31, ~~2024~~2025.

(Dollars in thousands, except per share data)	Total Numberof SharesPurchased(1)	Average PricePaid perShare		Total Number ofShares Purchasedas Part of PubliclyAnnounced Plansor Programs(2)(3)	Approximate Dollar Valueof Shares That May Yet BePurchased Under Publicly Announced Plans orPrograms at December 31, ~~2024~~2025(2)
Period:
October 1 - October 31, 2024	1,582,502	$	22.90	1,569,378	$412,000
October 1 - October 31, 2025	583,955	$	28.47	564,515	$122,000
November 1 - November 30, 2024	433,180	$	23.58	431,330	$402,000
November 1 - November 30, 2025	960,820	$	28.05	960,054	$96,000
December 1 - December 31, 2024	8,590	$	27.13	—	$402,000
December 1 - December 31, 2025	2,291,957	$	27.76	2,285,510	$33,000
Total fourth-quarter 2024	2,024,272	$	23.07	2,000,708
Total fourth quarter 2025	3,836,732	$	27.94	3,810,079

(1) The total number of shares purchased includes: (i) shares purchased under the stock repurchase programs discussed herein, and (ii) 2326,~~564~~653 shares of our common stock tendered to us to satisfy the exercise price in connection with cashless exercises of stock options, and tax withholding obligations in connection with exercises of stock options and vesting of restricted stock, restricted stock units, and performance stock units.

(2) As of December 31, ~~2024~~2025, we had $~~402~~33 million of capacity remaining under the 2024 Share Repurchase Program. The 2024 Share Repurchase Program was announced on January 24, 2024, with an effective date of January 26, 2024, and ~~expires~~expired on February 6, 2026. See Notes to Consolidated Financial Statements, Note 1213, “Stockholders’ Equity” in this Form 10-K for further discussion.

(3) In the fourth quarter of ~~2024~~2025, we repurchased 23.08 million common shares under our 10b5-1 trading plans. See Notes to Consolidated Financial Statements, Note 1213, “Stockholders’ Equity” in this Form 10-K for further discussion.

~~2024~~The ~~Form~~closing ~~10-K~~price —of ~~SLM~~our ~~CORPORATION 42~~common stock on Nasdaq on December 31, 2025 was $27.06.

The closing price of our common stock on Nasdaq on December 31, 2024 was $27.58.

In January 2020, we announced a share repurchase program of up to $600 million of common stock. This program expired in January 2022. In January 2021, we announced an additional share repurchase program of up to $1.25 billion of common stock (the “2021 Share Repurchase Program”) that expired in January 2023. In October 2021, our Board of Directors approved a $250 million increase in the amount of common stock that could be repurchased under the 2021 Share Repurchase Program, resulting in a total authorization of $1.5 billion of common stock. In January 2022, we announced a share repurchase program of up to $1.25 billion of common stock that expired in January 2024.

In January 2024, we announced a new share repurchase program of up to $650 million of common stock (the “2024 Share Repurchase Program”). ~~The program expires in February 2026.~~ We had $~~402~~33 million of capacity remaining under the 2024 Share Repurchase Program as of December 31, ~~2024~~2025. The 2024 Share Repurchase Program expired on February 6, 2026.

~~Under~~44 SLM ~~the~~CORPORATION ~~above~~— ~~share~~2025 ~~repurchase~~Form ~~programs, repurchases could occur from time to time and through a variety of methods, including open market repurchases, repurchases effected through Rule 10b5~~10-1 trading plans, negotiated block purchases, accelerated share repurchase programs, tender offers, or other similar transactions. The timing and volume of any repurchases are subject to market conditions, and there can be no guarantee that the Company will repurchase up to the limit of the 2024 Share Repurchase Program.K

On January 22, 2026, we announced a new share repurchase program (the “2026 Share Repurchase Program”), which became effective on January 22, 2026 and is expected to be completed over the next approximately 24 months ending February 4, 2028. The 2026 Share Repurchase Program permits us to repurchase shares of our common stock from time to time in various transaction formats including, but not limited to, tender offers, open market purchases, accelerated share repurchases, negotiated or block purchases, and/ or pursuant to trading plans in accordance with Rules 10b5-1 and 10b-18 of the Exchange Act, up to an aggregate repurchase price not to exceed $500 million.

Under the above share repurchase programs, repurchases could occur from time to time and through a variety of methods, including open market repurchases, repurchases effected through Rule 10b5-1 trading plans, negotiated block purchases, accelerated share repurchase programs, tender offers, or other similar transactions. The timing and volume of any repurchases are subject to market conditions, and there can be no guarantee that the Company will repurchase up to the limit of the 2026 Share Repurchase Program.

Stock Performance

The following graph compares the five-year cumulative total returns of SLM Corporation, the S&P Supercomposite Consumer Finance Sub-Industry Index, and the S&P 400 Regional Bank Sub-Industry Index.

This graph assumes $100 was invested in the stock or the relevant index on December 31, ~~2019~~2020, and also assumes the reinvestment of dividends through December 31, ~~2024~~2025.

Five-Year Cumulative Total Stockholder Return

Company/Index

12/31/1920

12/31/2021

12/31/2122

12/31/2223

12/31/2324

12/31/2425

SLM Corporation

$100.0

$~~140~~160.95

$~~226~~138.19

$~~195~~164.78

$~~232~~242.27

$~~342~~242.02

S&P Supercomposite Consumer Finance Sub-Industry Index

100.0

~~100~~136.85

~~137~~110.70

~~110~~141.93

~~142~~213.54

~~215~~169.24

S&P 400 Regional Bank Sub-Industry Index

100.0

91141.47

~~129~~135.58

~~124~~134.15

~~123~~157.04

~~143~~279.92

Source: FactSet data and analytics

~~2024~~2025 Form 10-K — SLM CORPORATION 4345

Item 6. [Reserved]

~~2024~~46 SLM CORPORATION — 2025 Form 10-K ~~— SLM CORPORATION 44~~

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion and analysis should be read in conjunction with our consolidated financial statements and related notes included elsewhere in this Annual Report on Form 10-K. This discussion and analysis also contains forward-looking statements and should be read in conjunction with the disclosures and information contained in “Forward-Looking and Cautionary Statements” and Part I, Item 1A. “Risk Factors” in this Annual Report on Form 10-K.

Through this discussion and analysis, we intend to provide the reader with some narrative context for how our management views our consolidated financial statements, additional context within which to assess our operating results, and information on the quality and variability of our earnings, liquidity, and cash flows.

Overview

The following discussion and analysis presents a review of our business and operations as of and for the year ended December 31, ~~2024~~2025.

Changes to Federal Student Loan Programs

On July 4, 2025, H.R.1 (“H.R.1”) was enacted into law. H.R.1 implements significant reforms to the federal student loan program, including:

•Limiting Parent PLUS loans to $20,000 per student, per year, with an aggregate, per student limit of $65,000;

•Eliminating Graduate PLUS loans, which previously allowed graduate students to borrow up to the full cost of attendance; and

•Limiting the amount graduate students can borrow to $20,500 per year with a $100,000 lifetime limit, and the amount professional graduate students can borrow to $50,000 per year with a $200,000 lifetime limit through the Unsubsidized Stafford loan program (these amounts are in addition to the amount borrowed for undergraduate education).

All federal student loan program changes are to be effective for new borrowers beginning July 1, 2026, and will not apply to borrowers who begin borrowing prior to that date.

We anticipate that these changes to the federal student loan program will present opportunities for a gradual and positive impact on our overall Private Student Loan originations volume in the coming years.

As we continue the near-term planning, growth, and scaling of our origination expansion initiative and our strategic partnership funding model, we may see trends or uncertainties from increased marketing, technology, infrastructure, and operational costs, which may result in margin and/or expense pressures. These expected investments are necessary to support the execution of these new initiatives, which address anticipated increases in demand for Private Education Loans and related financial products (particularly in light of recent changes to federal higher education funding).

Strategic Imperatives

To further focus our business and increase ~~shareholder~~stockholder value, we continue to advance our strategic imperatives. Our primary focus ~~remains~~is ondriving ~~maximizing~~innovation to maximize the ~~profitability~~sustainable growth and ~~growth~~profitability of our core private student loan business. Additionally, ~~while~~we ~~harnessing~~aim ~~and~~to ~~optimizing~~accelerate the ~~power~~growth of ~~our~~new ~~brand~~lines ~~and~~of ~~attractive~~business ~~client~~to ~~base.~~attract Inmore ~~addition,~~customers werequiring ~~continue~~our toproducts ~~seek~~and toservices. ~~better~~We ~~inform~~are ~~the~~also ~~external~~focused ~~narrative~~on ~~about~~building ~~student~~the ~~lending~~data ~~and~~infrastructure, ~~Sallie Mae~~technology, and ~~strive~~talent required to ~~maintain~~compete in a ~~rigorous~~digital ~~and~~world. ~~predictable~~We ~~capital~~seek ~~allocation~~to create a customer-centric brand as an education solutions company that supports students and ~~return~~families ~~program~~through totheir ~~create~~higher ~~shareholder~~education ~~value~~journey. We are focused on driving agreater ~~mission-led~~internal ~~culture~~commitment ~~that continues~~ to ~~make~~our ~~Sallie~~mission, ~~Mae~~brand, aand ~~great place to work~~strategy, while we ~~continue~~evolve ~~to strengthen~~ our ~~risk~~structure and ~~compliance~~risk ~~functions,~~capabilities ~~enhance~~to ~~and~~support ~~build upon~~ our ~~risk~~core ~~management~~private ~~framework,~~student ~~and~~loan ~~assess~~business and ~~monitor~~emerging ~~enterprise-wide~~new ~~risk~~businesses.

Key Financial Measures

Set forth below are brief summaries of our key financial measures. Our operating results are primarily driven by net interest income from our Private Education Loan portfolio, gains and losses on loan sales, provision expense for credit losses, and operating expenses. The growth of our business and the strength of our financial condition are primarily driven ~~by our ability to achieve our annual Private Education Loan origination goals while sustaining credit quality and maintaining cost-efficient funding sources to support our originations.~~

2025 Form 10-K — SLM CORPORATION 47

by our ability to achieve our annual Private Education Loan origination goals while sustaining credit quality and maintaining cost-efficient funding sources to support our originations.

Net Interest Income and Net Interest Margin

Most of our earnings are generated from the interest income earned on assets in our education loan portfolios, net of the interest expense we pay on the funding for those loans. We report these earnings as net interest income. The majority of our interest income comes from our Private Education Loan portfolio.

We also often refer to the net interest margin, which is the net interest yield earned on our interest-earning assets less the rate paid on our related interest-bearing liabilities. As interest rates change, changes in the cost of our interest-bearing liabilities tend to lag slightly compared to changes in the yields on our interest-earning assets, which could impact our net interest margin in any given period.

Loan Sales and Secured Financings

We may sell loans to third parties through whole loan sales, including loans sold to strategic partners, securitizations, or other similar transactions. We typically retain servicing of loans subsequent to their sale and earn revenue for this servicing at prevailing market rates for such services and also earn fee revenue for program management services for loans sold to strategic partners. Selling loans removes the loan assets from our balance sheet and helps us manage our asset growth, capital, and liquidity needs. Alternatively, we may use loans as collateral in connection with the creation of asset-backed securitizations or secured funding facilities structured as financings. These types of transactions may provide us long-term financing, but they do not remove loan assets from our balance sheet, nor do they generate gains on sales of loans, net. Consequently, our operating results may be significantly affected by whether we choose to sell loans and recognize current gains on sale or continue to hold or finance loans, thereby retaining some or all the net interest income from those loans. In ~~2024~~2025, we recognized $~~255~~ 369 million in gains from the sale of approximately $34.69 95 billion of our Private Education Loans, including $34.42 53 billion of principal and $~~274~~ 422 million in capitalized interest, to unaffiliated third parties.

~~2024~~For ~~Form~~additional ~~10-K~~information regarding these transactions, see Notes to Consolidated Financial Statements, Note 5, “Loans Held for Investment” and Note 11, “Borrowings — ~~SLM~~Unconsolidated ~~CORPORATION 45~~Funding Vehicles” in this Form 10-K.

~~For~~During ~~additional~~the ~~information~~fourth ~~regarding~~quarter ~~these~~of ~~transactions~~2025, ~~see~~we ~~Notes~~transferred $933 million from loans held for investment to ~~Consolidated~~loans ~~Financial~~held ~~Statements,~~for ~~Note~~sale 5,as we intended to sell the loans to a leading global investment firm (the “~~Loans~~Strategic ~~Held~~Partner”). In January 2026, we sold the loans to the Strategic Partner. The transaction qualified for ~~Investment”~~sale treatment and ~~Note~~removed 10the balance of the loans from our balance sheet on the settlement date. For additional information, ~~“Borrowings~~see -Notes ~~Unconsolidated~~to ~~Funding~~Consolidated ~~Vehicles”~~Financial inStatements, ~~this~~Note ~~Form~~6, ~~10-K~~“Loans Held for Sale”.

During the third quarter of 2024, we transferred our remaining FFELP Loan portfolio to loans held for sale and subsequently sold the FFELP Loan portfolio to an unaffiliated third party in the fourth quarter of 2024. ~~We wrote down the FFELP Loan portfolio to its estimated fair value through an adjustment to the allowance for credit losses of $8 million in 2024.~~ For additional information, see Notes to Consolidated Financial Statements, Note 5, “Loans Held for Investment.”.

Allowance for Credit Losses

Management estimates and maintains an allowance for credit losses for the lifetime expected credit losses on loans in our portfolios, as well as for future loan commitments, at the reporting date. See “ — Critical Accounting ~~Policies and~~ Estimates — Allowance for Credit Losses” in this Item 7. Allowances for credit losses are an important indicator of management’s perspective on the future performance of a loan portfolio. Each quarter, management makes an adjustment to the allowance for credit losses to reflect its most up-to-date estimate of future losses by recording a charge against quarterly revenues known as provision expense. As they occur, actual loan charge-offs and recoveries are then charged or credited, respectively, against the allowance for credit losses rather than against earnings.

The allowance for credit losses and provision expense rise in periods of high loan origination, when future charge-offs are expected to increase, and fall when future charge-offs are expected to decline. We bear the full credit exposure on our Private Education Loans. Losses on our Private Education Loans are affected by risk characteristics such as loan status (in-school, grace, forbearance, repayment, and delinquency), loan seasoning (number of months in active repayment), underwriting criteria (e.g., credit scores), presence of a cosigner, servicing and collections practices, and the current economic environment. See Item 1A “Risk Factors — CREDIT RISK — Defaults on our loans could adversely affect our business, financial condition, results of operations, and/or cash flows” for additional information. Losses typically emerge once a borrower separates from school and enters full principal and interest repayment after the borrower’s grace period (six months, typically) ends. As a larger proportion of our Private Education Loan portfolio enters full principal and interest repayment in the coming years, we would expect the dollar amount of charge-offs to increase.

48 SLM CORPORATION — 2025 Form 10-K

period (six months, typically) ends. As a larger proportion of our Private Education Loan portfolio enters full principal and interest repayment in the coming years, we would expect the dollar amount of charge-offs to increase.

Prior to the sale of our remaining FFELP Loan portfolio in the fourth quarter of 2024, our allowance for credit losses for FFELP Loans and related periodic provision expense was small because we generally bore a maximum of three percent loss exposure due to the federal guarantee on such loans. We maintained an allowance for credit losses for our FFELP Loans at a level sufficient to cover lifetime expected credit losses.

Charge-Offs and Delinquencies

Delinquencies are another important indicator of potential future credit performance. Private Education Loans are charged off at the end of the month in which they reach 120 days delinquent or otherwise when the loans are classified as a loss by us or our regulator. Charge-off data provides relevant information with respect to the actual performance of a loan portfolio over time. Management focuses on delinquencies as well as the progression of loans from early to late stage delinquency as a key metric in estimating the allowance for credit losses and tailoring its future collections strategies. We sell a segment of defaulted loans immediately after charge-off, and use in-house collectors and third-party collectors to collect on retained defaulted loans.

As part of our new strategic partnership funding model, we plan to sell newly originated loans for the first time. This shift to selling younger loans is expected to change the composition of our loans in repayment portfolio (which does not include loans held for sale), as loans sold will be younger at the point of sale than in prior periods. As a result, we expect to see increases to our credit metrics that are calculated as percentages using "loans in repayment" as the denominator, including but not limited to, net charge-offs as a percentage of average loans in repayment and delinquencies as a percentage of loans in repayment.

Operating Expenses

The cost of operating our business directly affects our profitability. We strive to manage growth in our business in a prudent fashion by focusing on investments to improve efficiency and while capturing anticipated growth opportunities, including our origination expansion initiative and other initiatives. We monitor and report internally various metrics, including cost to acquire and cost to service our loans (which include both owned and serviced loans), among others. We also monitor and report our efficiency ratio, which is calculated as total non-interest expenses divided by the sum of net interest income plus total non-interest income. For the years ended December 31, 2025, 2024, and 2023, the efficiency ratio was 33.2 percent, 34.7 percent, and 37.9 percent, respectively. The cost to acquire is affected by such variables as technology, personnel, and marketing costs. Servicing expenses primarily include compensation and benefit expenses related to our collections, customer support, and payment processing employees, and technology costs and other expenses associated with facilitating and servicing borrowers. Costs to service can vary period to period based upon seasonality and borrower payment status. The cost to service a delinquent borrower is significantly higher than the cost to service a current or in-school borrower.

Private Education Loan Originations

Private Education Loans are the principal asset on our balance sheet, and the amount of new Private Education Loan originations we generate each year is a key indicator of the trajectory of our business, including our future earnings and asset growth.

2024 Form 10-K — SLM CORPORATION 46

Funding Sources

Though we rely primarily on deposits, loan sales, and loan securitizations to fund our loan originations, we also have access to a multi-lender secured borrowing facility (the “Secured Borrowing Facility”) and, from time to time, we access the debt capital markets through unsecured bond issuances. For additional information, see “—Borrowings — Long-term Borrowings” below in this Item 7.

Deposits

We utilize brokered, retail, and other core deposits to meet funding needs and enhance our liquidity position. These deposits can be term or liquid deposits. Our term brokered deposits have original terms from three months to ten years. Retail deposits are sourced through a direct banking platform and serve as an important source of diversified funding. Brokered deposits are sourced through a network of brokers and provide a stable source of funding. In addition, we accept certain deposits considered non-brokered that are held in large accounts structured to allow FDIC insurance to ~~flow through to underlying individual depositors. We further diversify our funding sources with deposits from Educational 529 savings plans and Health Savings plans.~~

2025 Form 10-K — SLM CORPORATION 49

flow through to underlying individual depositors. We further diversify our funding sources with deposits from Educational 529 savings plans and Health Savings plans.

Loan Sales

We use proceeds from loan sales to fund Private Education Loan originations, share repurchase programs, and other activities. Historically, we have sold portfolios of Private Education Loans as one-off, seasoned loan sales. As part of our new strategic partnership funding model, we will sell newly originated and not fully-disbursed Private Education Loans to strategic partners, and also plan to continue to execute sales of seasoned Private Education Loans.

Loan Securitizations

Term ABS financing provides long-term funding for our Private Education Loan portfolio at attractive interest rates and at terms that effectively match the average life of the assets. Loans associated with these transactions will remain on our balance sheet if we retain the residual interest in the related trusts.

~~2024~~50 SLM CORPORATION — 2025 Form 10-K ~~— SLM CORPORATION 47~~

Results of Operations

We present the results of operations below on a consolidated basis in accordance with GAAP.

GAAP Consolidated Statements of Income

Years ended December 31, (dollars in millions, except per share amounts)							Increase (Decrease)
							2024 vs. 2023				2023 vs. 2022
							2025 vs. 2024				2024 vs. 2023
	2024		2023		2022		$		%		$		%
	2025		2024		2023		$		%		$		%
Interest income:
Loans	$	2,~~314~~392	$	2,~~327~~314	$	12,~~915~~327	$	~~(13)~~78	~~(1)~~3	%	$	~~412~~(13)	22(1)	%
Investments	6159		5161		3551		10(2)		20(3)		1610		4620
Cash and cash equivalents	~~243~~176		~~214~~243		82214		29(67)		14(28)		~~132~~29		~~161~~14
Total interest income	2,~~619~~627		2,~~592~~619		2,~~032~~592		269		1—		~~560~~26		281
Total interest expense	1,~~138~~125		1,~~030~~138		~~543~~1,030		~~108~~(13)		10(1)		~~487~~108		9010
Net interest income	1,~~481~~502		1,~~562~~481		1,~~489~~562		~~(82)~~22		~~(5)~~1		73(82)		(5)
Less: provisions for credit losses	~~409~~333		~~345~~409		~~633~~345		64(76)		(19)		~~(288)~~64		~~(45)~~19
Net interest income after provisions for credit losses	1,~~072~~169		1,~~217~~072		~~855~~1,217		~~(145)~~97		~~(12)~~9		~~362~~(145)		42(12)
Non-interest income:
Gains on sales of loans, net	~~255~~369		~~160~~255		~~328~~160		95114		5945		~~(168)~~95		~~(51)~~59
Gains (losses) on securities, net	—(10)		3—		~~(60)~~3		(310)		(100)		63(3)		~~105~~(100)
Other income	~~113~~123		84113		6784		2910		359		1729		2535
Total non-interest income	~~368~~483		~~247~~368		~~335~~247		~~121~~114		4931		~~(88)~~121		~~(26)~~49
Non-interest expenses:
Total operating expenses	~~637~~656		~~619~~637		~~551~~619		1819		3		6818		123
Acquired intangible assets impairment and amortization expense	54		665		866		(611)		(9220)		58(61)		~~725~~(92)
Total non-interest expenses	~~642~~659		~~685~~642		~~559~~685		~~(43)~~17		~~(6)~~3		~~126~~(43)		23(6)
Income before income tax expense	~~798~~993		~~778~~798		~~631~~778		20195		324		~~147~~20		233
Income tax expense	~~190~~248		~~197~~190		~~162~~197		~~(7)~~58		~~(4)~~31		35(7)		22(4)
Net income	~~608~~745		~~581~~608		~~469~~581		27137		523		~~112~~27		245
Preferred stock dividends	1816		18		918		—(2)		—(11)		9—		~~100~~—
Net income attributable to SLM Corporation common stock	$	~~590~~729	$	~~564~~590	$	~~460~~564	$	26139	524	%	$	~~104~~26	235	%
Basic earnings per common share	$	23.7352	$	2.4473	$	12.7844	$	0.2979	1229	%	$	0.6629	3712	%
Diluted earnings per common share	$	23.6846	$	2.4168	$	12.7641	$	0.2778	1129	%	$	0.6527	3711	%
Declared dividends per common share	$	0.4652	$	0.4446	$	0.44	$	0.0206	513	%	$	—0.02	—5	%

Note: Due to rounding, amounts in this table may not sum to totals.

~~2024~~2025 Form 10-K — SLM CORPORATION 4851

GAAP Consolidated Earnings Summary

Year Ended December 31, 2025 Compared with Year Ended December 31, 2024

For the year ended December 31, 2025, net income was $745 million, or $3.46 diluted earnings per common share, compared with net income of $608 million, or $2.68 diluted earnings per common share, for the year ended December 31, 2024. The year-over-year increase was primarily attributable to an increase in total net interest income, a decrease in provisions for credit losses, and an increase in gains on sales of loans, net, and other income, which were offset by an increase in total non-interest expense.

The primary contributors to the drivers of change in net income for the current year period compared with the year-ago period are as follows:

•Net interest income in 2025 increased by $22 million compared with the year-ago period primarily due to a $1.5 billion increase in average Private Education Loans outstanding and a 5-basis point increase in our net interest margin. Our net interest margin increased in the current period from the year-ago period primarily because our cost of funds decreased but the yields on our interest-earning assets were unchanged. Our cost of funds decreased primarily due to the decline in the 30-day average SOFR compared to the year-ago period. The yields on our interest-earning assets were unchanged compared to the year-ago period because the yields on our Private Education Loans decreased but the proportion of total interest-earning assets that were Private Education Loans is higher in the current period than the year-ago period.

•Provision for credit losses in 2025 was $333 million, compared with $409 million in the year-ago period. During 2025, the decrease in the provision for credit losses was primarily due to $297 million in negative provisions resulting from the $4.95 billion in Private Education Loan sales during 2025 and the $44 million in the reversal of provision in fourth quarter of 2025 due to the transfer of loans held for sale. These drivers were offset by new loan commitments, net of expired commitments, and changes in the economic outlook. In the year-ago period, the provision for credit losses was primarily affected by new loan commitments, net of expired commitments, and changes in recovery rates, offset by $236 million in negative provisions resulting from the approximately $3.69 billion in Private Education Loan sales during 2024, an improved economic outlook, and changes in management overlays.

•Gains on sales of loans, net, were $369 million in 2025, compared with $255 million in the year-ago period. The increase in gains on sales of loans was primarily the result of selling approximately $4.95 billion of Private Education Loans in 2025, compared with the sale of approximately $3.69 billion of Private Education Loans in the year-ago period.

•Gains (losses) on securities, net, were $10 million of losses in 2025, compared with less than $1 million in gains in the year-ago period. The change year-over-year was primarily due to an impairment recorded in the first quarter of 2025 on certain non-marketable equity securities, and the change in mark-to-fair value of our trading investments.

•Other income was $123 million in 2025, compared with $113 million in the year-ago period. The increase in other income compared with the year-ago period was primarily the result of a $13 million increase in third-party servicing fees from the year-ago period. The increase in third-party servicing fees was primarily due to an additional approximately $4.95 billion of sold loans that we continue to service on behalf of the owners of the loans. The increase in third-party servicing fees was offset by a $3 million decrease in early withdrawal penalty fee income compared to the year-ago period, which was related to a health savings account provider that redeemed its deposits early and paid an early withdrawal penalty in the first quarter of 2024.

•For the year ended December 31, 2025, total operating expenses were $656 million, compared with $637 million in the year-ago period. The increase in total operating expenses was primarily due to increased marketing spend and higher spending on information technology initiatives, offset by reduced FDIC fees and lower personnel costs.

•In 2025, we recorded $4 million in impairment and amortization of acquired intangible assets, compared with $5 million in the year-ago period. The decrease was a result of an increase in amortization recorded on our customer relationships in 2024 in accordance with the accelerated amortization method, and the impairment write-down of the Scholly partner relationships intangible asset in the fourth quarter of 2024 which resulted in no amortization on that intangible asset in the current period. For additional information, see Notes to Consolidated Financial Statements, Note 9, “Goodwill and Acquired Intangible Assets” in this Form 10-K.

52 SLM CORPORATION — 2025 Form 10-K

•Income tax expense for the year ended December 31, 2025 was $248 million, compared with $190 million in the year-ago period. The effective tax rate increased in 2025 to 25.0 percent from 23.8 percent in the year-ago period. The increase in the effective rate for 2025 was primarily attributable to an increase in state income taxes.

Year Ended December 31, 2024 Compared with Year Ended December 31, 2023

For the year ended December 31, 2024, net income was $608 million, or $2.68 diluted earnings per common share, compared with net income of $581 million, or $2.41 diluted earnings per common share, for the year ended December 31, 2023. The year-over-year increase was primarily attributable to an increase in gains on sales of loans, net and other income and a decrease in total non-interest expense, which were offset by a decrease in total net interest income and an increase in provisions for credit losses.

The primary contributors to each of the identified drivers of change in net income for ~~the~~2024 ~~current year period~~ compared with ~~the~~2023 ~~year-ago period~~ are as follows:

•Net interest income in 2024 decreased by $82 million compared with ~~the~~2023 ~~year-ago period~~ primarily due to a 31-basis point decrease in our net interest margin and an $79 million decrease in average Private Education Loans and FFELP Loans outstanding. Our net interest margin decreased in ~~the~~2024 ~~current period~~ from ~~the~~2023 ~~year-ago period~~ primarily because our cost of funds increased more than the yields on our interest-earning assets. As interest rates change, changes in the cost of our interest-bearing liabilities tend to lag compared to changes in the yields on our interest-earning assets. In a rising interest rate environment, as we experienced in 2022 and the first part of 2023, our variable-rate interest earning assets repriced faster than our cost of funds. As such, we saw an expansion in our net interest margin throughout most of 2023. As interest rates stabilized in the latter half of 2023 and into the first half of 2024, our cost of funds increased faster than our interest-earning assets yields and reduced our net interest margin.

•Provision for credit losses in 2024 was $409 million, compared with $345 million in ~~the year-ago period~~2023. During 2024, the increase in the provision for credit losses was primarily affected by new loan commitments, net of expired commitments, and changes in recovery rates. These drivers were offset by $236 million in negative provisions resulting from the approximately $3.69 billion Private Education Loan sales during 2024, an improved economic outlook, and changes in management overlays. In ~~the year-ago period~~2023, the provision for credit losses was primarily affected by new loan commitments, net of expired commitments, slower prepayment rates, management overlays, and changes in economic outlook, which were partially offset by $205 million in negative provisions recorded as a result of the approximately $3.15 billion in Private Education Loan sales during 2023 and an increase in recovery rates (as the result of a 2023 change in our defaulted loan recovery process).

•Gains on sales of loans, net, were $255 million in 2024, compared with $160 million in ~~the year-ago period~~2023. The increase in gains on sales of loans was primarily the result of selling approximately $3.69 billion of Private Education Loans in 2024, compared with the sale of approximately $3.15 billion of Private Education Loans in ~~the year-ago period~~2023. Additionally, we received lower sales premiums in 2023 as compared to 2024 due to movement in market interest rates in 2023. We also sold our Credit Card loan portfolio in May 2023 and recorded a $4 million loss on the sale in 2023.

•Gains (losses) on securities, net, were less than $1 million in gains in 2024, compared with $3 million in gains in ~~the year-ago period~~2023. The decrease from ~~the~~2023 ~~year-ago period~~ was due to the change in mark-to-fair value of our trading investments.

•Other income was $113 million in 2024, compared with $84 million in ~~the year-ago period~~2023. The increase in other income compared with ~~the~~2023 ~~year-ago period~~ was primarily the result of a $21 million increase in third-party servicing fees from ~~the year-ago period~~2023. The increase in third-party servicing fees was primarily due to an additional approximately $3.7 billion of sold loans that we continue to service on behalf of the owners of the loans. There was also a $3 million increase in early withdrawal penalty fee income in 2024 compared with ~~the year-ago period~~2023, which was related to a health savings account provider that redeemed its deposits early and paid an early withdrawal penalty in the first quarter of 2024.

•For the year ended December 31, 2024, total operating expenses were $637 million, compared with $619 million in ~~the year-ago period~~2023. The increase in total operating expenses was primarily driven by higher personnel costs, increased marketing costs, and higher FDIC assessment fees.

•In 2024, we recorded $5 million in impairment and amortization of acquired intangible assets, compared with $66 million in ~~the year-ago period~~2023. The decrease is a result of the impairment write-down of the Nitro trade name intangible asset taken in the fourth quarter of 2023. For additional information, see Notes to Consolidated Financial Statements, Note 89, “Goodwill and Acquired Intangible Assets” in this Form 10-K.

~~2024~~2025 Form 10-K — SLM CORPORATION 4953

•Income tax expense for the year ended December 31, 2024 was $190 million, compared with $197 million in ~~the year-ago period~~2023. The effective tax rate decreased in 2024 to 23.8 percent from 25.3 percent in ~~the year-ago period~~2023. The decrease in the effective rate for 2024 was primarily attributable to a decrease in state income taxes.

Year Ended December 31, 2023 Compared with Year Ended December 31, 2022

For the year ended December 31, 2023, net income was $581 million, or $2.41 diluted earnings per common share, compared with net income of $469 million, or $1.76 diluted earnings per common share, for the year ended December 31, 2022. The year-over-year increase was primarily attributable to less provisions for credit losses and an increase in total net interest income and other income, which were offset by decreases in gains on sales of loans, net, and higher operating expenses.

The primary contributors to each of the identified drivers of change in net income for 2023 compared with 2022 are as follows:

•Net interest income in 2023 increased by $73 million compared with 2022 primarily due to a $375 million increase in average Private Education Loans and FFELP Loans outstanding and a 19-basis point increase in our net interest margin. Our net interest margin increased in 2023 from 2022 because of the dramatic increase in interest rates in 2023. When interest rates rise, the yield on our interest-earning assets typically increases faster than our cost of funds. As such, as rates increased in 2023, we saw our net interest margin increase.

•Provision for credit losses in 2023 was $345 million, compared with $633 million in 2022. During 2023, the provision for credit losses was primarily affected by new loan commitments, net of expired commitments, slower prepayment rates, management overlays, and changes in economic outlook, which were partially offset by $205 million in negative provisions recorded as a result of the approximately $3.15 billion in Private Education Loan sales during 2023 and an increase in recovery rates (as the result of a change in our defaulted loan recovery process). In 2022, the provision for credit losses was primarily affected by new loan commitments made during the period, slower than expected prepayment rates, and additional management overlays, which were partially offset by negative provisions recorded related to approximately $3.34 billion in Private Education Loans sold in 2022 and the adoption of a new loss model that included a reduction in the long-term estimate of losses after the reasonable and supportable period. Management overlays increased in 2022 due to several factors, including additional provisions for our expectation of higher future loan losses related to the previously announced credit administration practices changes we implemented in 2021, “gap year” loans, a shortage and lack of tenured collections staff, and other operational challenges we experienced in 2022.

•Gains on sales of loans, net, were $160 million in 2023, compared with $328 million in 2022. The decrease in gains on sales of loans was primarily the result of selling approximately $3.15 billion of Private Education Loans in 2023, compared with the sale of approximately $3.34 billion of Private Education Loans in 2022, and lower sales premiums received in 2023 compared to 2022, which were attributable to higher interest rates in 2023. We also sold our Credit Card loan portfolio in May 2023 and recorded a $4 million loss on the sale in 2023.

•Gains (losses) on securities, net, were $3 million in gains in 2023, compared with a net loss of $60 million in 2022. The gains on securities, net, in 2023 were related to the changes in mark-to-fair value of our trading investments. During 2022, we determined that an investment in non-marketable equity securities was impaired. As such, we wrote down the value by $60 million in 2022 based upon an estimate of the value of these securities.

•Other income was $84 million in 2023, compared with $67 million in 2022. The increase in other income compared with 2022 was primarily the result of a $13 million increase in third-party servicing fees from 2022 and a $2 million increase in Private Education Loan late fees compared with 2022.

•For the year ended December 31, 2023, total operating expenses were $619 million, compared with $551 million in 2022. The increase in total operating expenses was primarily driven by higher personnel costs, initiative spending, and higher FDIC assessment fees, which were partially offset by lower Credit Card portfolio expenses as a result of the sale of the portfolio.

•In 2023, we recorded $66 million in impairment and amortization of acquired intangible assets, compared with $8 million in 2022. During the fourth quarter of 2023, we recorded an impairment of $56 million as a result of a write-down of the value of the Nitro trade name and trademarks intangible assets. This write-down occurred because we planned to discontinue the use of the Nitro trade name and trademarks in 2024 and transition the related branding to the Sallie and Sallie Mae brands and platforms. In 2023, we recorded $10 million in amortization expense of acquired intangible assets, compared to $8 million in 2022. The increase in amortization expense was related to our acquisition of several key assets of Scholly in the third quarter of 2023. For additional

2024 Form 10-K — SLM CORPORATION 50

information, see Notes to Consolidated Financial Statements, Note 8, “Goodwill and Acquired Intangible Assets” in this Form 10-K.

•Income tax expense for the year ended December 31, 2023 was $197 million, compared with $162 million in 2022. The effective tax rate decreased in 2023 to 25.3 percent from 25.6 percent in 2022. The decrease in the effective rate for 2023 was primarily attributable to an increase in tax credits utilized in the year.

2024 Form 10-K — SLM CORPORATION 51

Financial Condition

Average Balance Sheets - GAAP

The following table reflects the rates earned on interest-earning assets and paid on interest-bearing liabilities and reflects our net interest margin on a consolidated basis.

Years Ended December 31,(dollars in thousands)	~~2024~~2025				~~2023~~2024				~~2022~~2023
	Balance		Rate		Balance		Rate		Balance		Rate
Average Assets
Private Education Loans	$	2122,~~121~~654,~~545~~942	10.8156	%	$	21,~~039~~121,~~701~~545	10.8681	%	$	2021,~~576~~039,~~737~~701	910.1486	%
FFELP Loans	~~413,338~~—		~~7.45~~—		~~574~~413,~~218~~338		7.1945		~~662~~574,~~194~~218		47.6219
Credit Cards	—		—		~~11,096~~—		~~14.02~~—		2811,~~547~~096		514.1002
Taxable securities	21,~~316~~836,~~848~~407		23.6520		2,~~543~~316,~~586~~848		2.0065		2,~~509~~543,~~215~~586		12.4100
Cash and other short-term investments	4,~~700~~164,~~066~~094		54.1925		4,~~215~~700,~~164~~066		5.0919		4,~~284~~215,~~442~~164		15.9309
Total interest-earning assets	28,~~551~~655,~~797~~443		9.17	%	28,~~383~~551,~~765~~797		9.1317	%	28,~~061~~383,~~135~~765		79.2413	%
Non-interest-earning assets	~~505~~596,~~245~~535				~~301~~505,~~749~~245				~~605~~301,~~447~~749
Total assets	$	29,~~057~~251,~~042~~978			$	2829,~~685~~057,~~514~~042			$	28,~~666~~685,~~582~~514
Average Liabilities and Equity
Brokered deposits	$	108,~~009~~546,~~221~~629	34.8901	%	$	910,~~803~~009,~~802~~221	3.2989	%	$	9,~~871~~803,~~787~~802	13.9529	%
Retail and other deposits	11,~~142~~830,~~798~~694		4.6513		11,~~605~~142,~~215~~798		4.4065		11,~~109~~605,~~675~~215		14.6540
Other interest-bearing liabilities(1)	56,~~616~~362,~~445~~734		4.0963		5,~~366~~616,~~365~~445		34.6609		5,~~517~~366,~~489~~365		3.0366
Total interest-bearing liabilities	26,~~768~~740,~~464~~057		4.2521	%	26,~~775~~768,~~382~~464		34.8525	%	26,~~498~~775,~~951~~382		23.0585	%
Non-interest-bearing liabilities	~~149~~141,~~594~~396				83149,~~895~~594				~~107~~83,~~611~~895
Equity	2,~~138~~370,~~984~~525				12,~~826~~138,~~237~~984				21,~~060~~826,~~020~~237
Total liabilities and equity	$	29,~~057~~251,~~042~~978			$	2829,~~685~~057,~~514~~042			$	28,~~666~~685,~~582~~514
Net interest margin			5.1924	%			5.5019	%			5.3150	%

(1) Includes the average balance of our unsecured borrowings, as well as secured borrowings and amortization expense of transaction costs related to our term asset-backed securitizations and our Secured Borrowing Facility.

~~2024~~54 SLM CORPORATION — 2025 Form 10-K ~~— SLM CORPORATION 52~~

Rate/Volume Analysis - GAAP

The following rate/volume analysis shows the relative contribution of changes in interest rates and asset volumes.

Years Ended December 31, (dollars in thousands)	Increase(Decrease)		Change Due To(1)
			Rate		Volume
2025 vs. 2024
Interest income	$	8,209	$	(1,294)	$	9,503
Interest expense	(12,833)		(11,626)		(1,207)
Net interest income	$	21,042	$	15,652	$	5,390
2024 vs. 2023
Interest income	$	26,743	$	11,358	$	15,385
Interest expense	108,174		108,440		(266)
Net interest income (loss)	$	(81,431)	$	(90,630)	$	9,199
2023 vs. 2022
Interest income	$	560,723	$	537,107	$	23,616
Interest expense	487,291		481,570		5,721
Net interest income	$	73,432	$	56,165	$	17,267

(1) Changes in income and expense due to both rate and volume have been allocated in proportion to the relationship of the absolute dollar amounts of the change in each. The changes in income and expense are calculated independently for each line in the table. The totals for the rate and volume columns are not the sum of the individual lines.

Summary of Our Loans Held for Investment Portfolio

Ending Loans Held for Investment Balances, net

As of December 31, 2024(dollars in thousands)	Total LoansHeld forInvestment (Private Education Loans)
Private Education Loans
Total loan portfolio:
As of December 31, (dollars in thousands)	2025			2024
In-school(1)	$	4,397,127
Total loan portfolio:
Repayment and other(2)	17,837,881
In-school(1)	$	3,983,859		$	4,397,127
Total, gross	22,235,008
Repayment and other(2)	17,676,575			17,837,881
Deferred origination costs and unamortized premium/(discount)	103,070
Total, gross	21,660,434			22,235,008
Allowance for loan losses	(1,435,920)
Deferred origination costs and unamortized premium/(discount)	102,008			103,070
Total loans held for investment portfolio, net	$	20,902,158
Allowance for credit losses	(1,430,318)			(1,435,920)
% of total	100		%
Total loans held for investment portfolio, net	$	20,332,124		$	20,902,158

(1) Loans for customers still attending school and who are not yet required to make payments on the loans.

(2) Includes loans in deferment or forbearance. Loans in repayment include loans on which borrowers are making interest only or fixed payments, as well as loans that have entered full principal and interest repayment status after any applicable grace period (but, for purposes of the table, do not include ~~those~~ loans ~~while~~in ~~they~~the ~~are~~“loans in forbearance” metric).

~~2024~~2025 Form 10-K — SLM CORPORATION 5355


As of December 31, 2023 (dollars in thousands)	Private Education Loans			FFELP Loans			Total Loans Held for Investment
Total loan portfolio:
In-school(1)	$	3,997,092		$	57		$	3,997,149
Repayment and other(2)	17,028,752			537,344			17,566,096
Total, gross	21,025,844			537,401			21,563,245
Deferred origination costs and unamortized premium/(discount)	81,554			1,330			82,884
Allowance for loan losses	(1,335,105)			(4,667)			(1,339,772)
Total loans held for investment portfolio, net	$	19,772,293		$	534,064		$	20,306,357

% of total	97		%	3		%	100		%

(1) Loans for customers still attending school and who are not yet required to make payments on the loans.

As of December 31, 2022(dollars in thousands)	PrivateEducationLoans			FFELPLoans			Total LoansHeld forInvestment
As of December 31, 2022 (dollars in thousands)	PrivateEducationLoans			FFELPLoans						Total Loans Held for Investment
Total loan portfolio:
In-school(1)	$	3,659,323		$	57		$	~~3,659,380~~		$	3,659,380
Repayment and other(2)	16,644,365			608,993			~~17,253,358~~			17,253,358
Total, gross	20,303,688			609,050			~~20,912,738~~			20,912,738
Deferred origination costs and unamortized premium/(discount)	69,656			1,549			~~71,205~~			71,205
Allowance for loan losses	(1,353,631)			(3,444)			~~(1,357,075)~~			(1,357,075)
Total loans held for investment portfolio, net	$	19,019,713		$	607,155		$	~~19,626,868~~		$	19,626,868
% of total	97		%	3		%	~~100~~		%	100		%

(1) Loans for customers still attending school and who are not yet required to make payments on the loans.

~~2024~~56 SLM CORPORATION — 2025 Form 10-K ~~— SLM CORPORATION 54~~

As of December 31, 2021 (dollars in thousands)	PrivateEducationLoans			FFELPLoans			CreditCards			Total Loans Held for Investment
As of December 31, 2021(dollars in thousands)	PrivateEducationLoans			FFELPLoans			CreditCards			Total Loans Held for Investment
Total loan portfolio:
In-school(1)	$	3,544,030		$	82		$	—		$	3,544,112
Repayment and other(2)	17,172,833			695,134			25,014			17,892,981
Total, gross	20,716,863			695,216			25,014			21,437,093
Deferred origination costs and unamortized premium/(discount)	67,488			1,815			222			69,525
Allowance for loan losses	(1,158,977)			(4,077)			(2,281)			(1,165,335)
Total loans held for investment portfolio, net	$	19,625,374		$	692,954		$	22,955		$	20,341,283
% of total	9796		%	3		%	—		%	100		%

(1) Loans for customers still attending school and who are not yet required to make payments on the loans.

As of December 31, 2020(dollars in thousands)	PrivateEducationLoans			FFELPLoans			CreditCards			Total Loans Held for Investment
Total loan portfolio:
In-school(1)	$	3,582,394		$	81		$	—		$	3,582,475
Repayment and other(2)(3)	16,146,943			737,512			12,238			16,896,693
Total, gross	19,729,337			737,593			12,238			20,479,168
Deferred origination costs and unamortized premium/(discount)	63,475			1,993			230			65,698
Allowance for loan losses	(1,355,844)			(4,378)			(1,501)			(1,361,723)
Total loans held for investment portfolio, net	$	18,436,968		$	735,208		$	10,967		$	19,183,143
% of total	96		%	4		%	—		%	100		%

(1) Loans for customers still attending school and who are not yet required to make payments on the loans. At December 31, 2020, the loans in the “in-school” category include $254 million of Private Education Loans whose borrowers did not return to school in the fall of 2020 because of the COVID-19 pandemic, or other reasons, and who received an extension of time from us to re-enroll before beginning their grace period and, therefore, were then not required to make any payments.

(2) At December 31, 2020, the loans in the “grace, repayment and other” category include (a) $147 million of Private Education Loans whose borrowers were in a grace or deferred status and who did not return to school in the fall of 2020, who received an extension of time from us to re-enroll before beginning their grace period and, therefore, were not then required to make any payments, and (b) $639 million of Private Education Loans whose borrowers were in a forbearance or repayment status and who did not return to school in the fall of 2020 and who then received an extension of time from us to re-enroll before beginning their grace period.

(3) Includes loans in deferment or forbearance. Loans in repayment include loans on which borrowers are making interest only or fixed payments, as well as loans that have entered full principal and interest repayment status after any applicable grace period (but, for purposes of the table, do not include those loans while they are in forbearance).

2024 Form 10-K — SLM CORPORATION 55

Average Loans Held for Investment Balances (net of unamortized premium/discount)

Years Ended December 31, (dollars in thousands)	~~2024~~2025				~~2023~~2024				~~2022~~2023
Private Education Loans	$	2122,~~121~~654,~~545~~942	98100	%	$	21,~~039~~121,~~701~~545	9798	%	$	2021,~~576~~039,~~737~~701	97	%
FFELP Loans	~~413,338~~—		2—		~~574~~413,~~218~~338		32		~~662~~574,~~194~~218		3
Total portfolio	$	2122,~~534~~654,~~883~~942	100	%	$	21,~~613~~534,~~919~~883	100	%	$	21,~~238~~613,~~931~~919	100	%

Loans Held for Investment, Net — Activity

Year Ended December 31, 2024(dollars in thousands)

PrivateEducationLoans

FFELPLoans

Total LoansHeld for Investment, net

Year Ended December 31, 2025(dollars in thousands)

Total LoansHeld forInvestment (Private Education Loans), net

Beginning balance

1920,~~772~~902,~~293~~158

~~534,064~~

~~20,306,357~~

Acquisitions and originations:

Fixed-rate

6,~~629~~395,~~205~~293

—

~~6,629,205~~

Variable-rate

~~435~~1,~~025~~066,205

—

~~435,025~~

Total acquisitions and originations

7,~~064~~461,~~230~~498

—

~~7,064,230~~

Capitalized interest and deferred origination cost premium amortization

~~602~~676,~~825~~532

~~16,796~~

~~619,621~~

Sales

(34,~~430~~553,~~920~~263)

—

~~(3,430,920)~~

Loan consolidations to third parties

(~~806~~976,~~908~~282)

~~(45,467)~~

~~(852,375)~~

Allowance

~~(100~~5,~~815)~~602

~~4,667~~

~~(96,148)~~

Transfer to loans held-for-sale

—

(466,168)

Transfer to loans held for sale

(910,760)

Repayments and other

(2,~~198~~273,~~547~~361)

~~(43,892)~~

~~(2,242,439)~~

Ending balance

20,~~902~~332,~~158~~124

—

~~20,902,158~~

Year Ended December 31, 2023(dollars in thousands)	PrivateEducationLoans		FFELPLoans		Total LoansHeld for Investment, net
Beginning balance	$	19,019,713	$	607,155	$	19,626,868
Acquisitions and originations:
Fixed-rate	5,760,434		—		5,760,434
Variable-rate	665,987		—		665,987
Total acquisitions and originations	6,426,421		—		6,426,421
Capitalized interest and deferred origination cost premium amortization	597,480		22,584		620,064
Sales	(2,938,616)		—		(2,938,616)
Loan consolidations to third parties	(975,889)		(32,855)		(1,008,744)
Allowance	18,526		(1,223)		17,303
Repayments and other	(2,375,342)		(61,597)		(2,436,939)
Ending balance	$	19,772,293	$	534,064	$	20,306,357

2025 Form 10-K — SLM CORPORATION 57

2024 Form 10-K — SLM CORPORATION 56


Year Ended December 31, 2024 (dollars in thousands)	Private Education Loans		FFELP Loans		Total Loans Held for Investment, net
Beginning balance	$	19,772,293	$	534,064	$	20,306,357
Acquisitions and originations:
Fixed-rate	6,629,205		—		6,629,205
Variable-rate	435,025		—		435,025
Total acquisitions and originations	7,064,230		—		7,064,230
Capitalized interest and deferred origination cost premium amortization	602,825		16,796		619,621
Sales	(3,430,920)		—		(3,430,920)

Loan consolidations to third parties	(806,908)		(45,467)		(852,375)
Allowance	(100,815)		4,667		(96,148)
Transfer to loans held for sale	—		(466,168)		(466,168)
Repayments and other	(2,198,547)		(43,892)		(2,242,439)
Ending balance	$	20,902,158	$	—	$	20,902,158

Year Ended December 31, 2022 (dollars in thousands)	PrivateEducationLoans		FFELPLoans		CreditCards		Total LoansHeld forInvestment, net
Year Ended December 31, 2023 (dollars in thousands)	PrivateEducationLoans		FFELPLoans				Total LoansHeld forInvestment, net
Beginning balance	$	19,~~625~~019,~~374~~713	$	~~692~~607,~~954~~155	$	~~22,955~~	$	2019,~~341~~626,~~283~~868
Acquisitions and originations:
Fixed-rate	45,~~189~~760,~~269~~434		—		—		45,~~189~~760,~~269~~434
Variable-rate	1665,~~809,301~~987		—		~~82,819~~		1665,~~892,120~~987
Total acquisitions and originations	56,~~998~~426,~~570~~421		—		~~82,819~~		6,~~081~~426,~~389~~421
Capitalized interest and deferred origination cost premium amortization	~~550~~597,~~474~~480		2422,~~642~~584		~~(195)~~		~~574~~620,~~921~~064
Sales	(32,~~136~~938,~~302~~616)		—		—		(32,~~136~~938,~~302~~616)
Loan consolidations to third parties	(1975,~~384,950~~889)		(6132,~~529~~855)		—		(1,~~446~~008,~~479~~744)
Allowance	~~(194~~18,~~654)~~526		~~633~~(1,223)		~~2,281~~		~~(191~~17,~~740)~~303
Transfer to loans held-for-sale	—		—		(28,905)		(28,905)
Repayments and other	(2,375,342)		(61,597)				(2,436,939)
Repayments and other	(2,438,799)		(49,545)		(78,955)		(2,567,299)
Ending balance	$	19,772,293	$	534,064			$	20,306,357
Ending balance	$	19,019,713	$	607,155	$	—	$	19,626,868

“Loan consolidations to third parties” and “Repayments and other” are both significantly affected by the volume of loans in our held for investment portfolio in P&I repayment status. Loans in P&I repayment status include loans in full principal and interest repayment status. ~~The~~as ~~amount~~well ofas certain loans in ~~full~~short-term ~~principal~~interest-only payment programs (such as loans in GRP and loans in a short-term interest only alternative program). The amount of loans in P&I repayment status in our Private Education Loans held for investment portfolio at December 31, ~~2024~~2025 ~~increased~~decreased by 30.71 percent compared with December 31, ~~2023~~2024, and now totals 4245 percent of our Private Education Loans held for investment portfolio at December 31, ~~2024~~2025. The balance of loans held for investment in ~~full~~P&I ~~principal and interest~~ repayment status was affected in ~~2024~~2025 and ~~2023~~2024 by loan sales.

“Loan consolidations to third parties” for the year ended December 31, ~~2024~~2025 total 910.16 percent of our Private Education Loans held for investment portfolio in ~~full~~P&I ~~principal and interest~~ repayment status at December 31, ~~2024~~2025, or 34.98 percent of our total Private Education Loans held for investment portfolio at December 31, ~~2024~~2025, compared with the year-ago period of 118.57 percent of our Private Education Loan held for investment portfolio in ~~full~~P&I ~~principal and interest~~ repayment status, or 43.9 percent of our total Private Education Loans held for investment portfolio, respectively. ~~While~~The ~~interest~~increase ~~rates~~in ~~began~~consolidations compared to ~~decrease towards~~ the ~~end~~year-ago ofperiod ~~2024,~~is ~~increased~~primarily ~~interest~~attributable ~~rates for most of the year led~~ to alower ~~decrease~~interest rates in ~~consolidations compared to 2023~~2025. Historical experience has shown that loan consolidation activity is heightened in the period when the loan initially enters full principal and interest repayment status and then subsides over time.

~~The~~58 SLM ~~“Repayments~~CORPORATION ~~and~~— ~~other”~~2025 ~~category~~Form ~~includes all scheduled repayments, as well as voluntary prepayments, made on loans in repayment (including loans in full principal and interest repayment status) and also includes charge~~10-~~offs. Consequently, this category can be significantly affected by the volume of loans in repayment.~~K

~~2024~~The ~~Form~~“Repayments 10and other” category includes all scheduled repayments, as well as voluntary prepayments, made on loans in repayment and also includes charge-Koffs. —Consequently, ~~SLM~~this ~~CORPORATION 57~~category can be significantly affected by the volume of loans in repayment.

Private Education Loan Originations

The following table summarizes our Private Education Loan originations. Originations represent loans that were funded or acquired during the period presented.

Years Ended December 31, (dollars in thousands)	~~2024~~2025			%		~~2023~~2024			%		~~2022~~2023			%
Smart Option - interest only(1)	$	1,~~272~~469,~~414~~697		1820	%	$	1,~~166~~272,~~442~~414		18	%	$	1,~~146~~166,~~365~~442		1918	%
Smart Option - fixed pay(1)	2,~~331~~443,~~055~~689			33		2,~~121~~331,~~112~~055			33		12,~~950~~121,~~048~~112			33
Smart Option - deferred(1)	2,~~786~~785,~~821~~186			4038		2,~~584~~786,~~545~~821			4140		2,~~330~~584,~~719~~545			3941
Graduate Loan(2)	~~623~~717,~~033~~751			9		~~511~~623,~~193~~033			89		~~516~~511,~~877~~193			8
Parent Loan(3)	—			—		38—			—		~~30,515~~38			1—
Total Private Education Loan originations	$	7,~~013~~416,323		100	%	$	67,~~383~~013,~~330~~323		100	%	$	56,~~974~~383,~~524~~330		100	%
Percentage of loans with a cosigner	9092.08		%			8790.50		%			8687.05		%
Average FICO at approval(4)	~~752~~755					~~748~~752					~~747~~748

(1) Interest only, fixed pay and deferred describe the payment option while in school or in grace period. See Item 1. “Business - Our Business - Private Education Loans” for a further discussion.

(2) For the year ended December 31, ~~2024~~2025, the Graduate Loan originations include $3224.27 million of Smart Option Loans where the student was in a graduate status. For the year ended December 31, ~~2023~~2024, the Graduate Loan originations include $2932.42 million of Smart Option Loans where the student was in a graduate status. For the year ended December 31, ~~2022~~2023, the Graduate Loan originations include $129.84 million of ~~Parent Loans and $29.1 million of~~ Smart Option Loans where the student was in a graduate status.

(3) In December 2021, we discontinued offering our Parent Loan product. Applications for those loans received before the offering termination date were processed, and final disbursements under those loans occurred in February 2023.

(4) Represents the higher credit score of the cosigner or the borrower.

Private Education Loan Maturities

The following table summarizes the remaining maturities of our Private Education Loan portfolio.

As of December 31, 2024(dollars in thousands)

One year or less

After one year to five years

After five years to 15 years

After 15 years

Total

As of December 31, 2025(dollars in thousands)

One year or less

After one year to five years

After five years to 15 years

After 15 years

Total

Fixed-rate

78,~~782~~802

~~313~~299,~~875~~669

8,~~191~~298,~~111~~840

8,~~580~~345,~~614~~308

1716,~~093~~952,~~382~~619

Variable-rate

2019,~~054~~734

~~506~~436,~~104~~924

32,~~349~~816,~~420~~683

1,~~266~~434,~~048~~474

54,~~141~~707,~~626~~815

Total Private Education Loans, gross

2728,~~836~~536

~~819~~736,~~979~~593

11,~~540~~115,~~531~~523

9,~~846~~779,~~662~~782

2221,~~235~~660,~~008~~434

~~2024~~2025 Form 10-K — SLM CORPORATION 5859

Allowance for Credit Losses

Allowance for Loan Losses Activity

Years Ended December 31, (dollars in thousands)	~~2024~~2025		2024		~~2023~~
	PrivateEducationLoans		FFELPLoans		TotalPortfolio		PrivateEducationLoans		FFELPLoans		TotalPortfolio
	Total Portfolio (PrivateEducationLoans)						PrivateEducationLoans		FFELPLoans		TotalPortfolio
Beginning balance	$	1,~~335~~435,~~105~~920	$	~~4,667~~	$	~~1,339,772~~	$	1,~~353~~335,~~631~~105	$	34,~~444~~667	$	1,~~357~~339,~~075~~772
Transfer from unfunded commitment liability(1)	~~311~~280,~~787~~244		—		~~311,787~~		~~320~~311,~~237~~787		—		~~320~~311,~~237~~787
Less:
Charge-offs	(~~376~~399,~~840~~636)		~~(380)~~		~~(377,220)~~		(~~420~~376,~~095~~840)		(~~1,001~~380)		(~~421~~377,~~096~~220)
Write-downs arising from transfer of loans to held for sale(2)	—		~~(8,297)~~		~~(8,297)~~		—		—(8,297)		—(8,297)
Plus:
Recoveries	4453,~~756~~911		—		~~44,756~~		4644,~~368~~756		—		4644,~~368~~756
Provisions for loan losses:
Provision, current period	~~357~~400,~~067~~677		~~4,010~~		~~361,077~~		~~240~~357,~~347~~067		24,~~224~~010		~~242~~361,~~571~~077
Loan sale reduction to provision	(~~235~~296,~~955~~524)		—		~~(235,955)~~		(~~205~~235,~~383~~955)		—		(~~205~~235,~~383~~955)
Total provisions for loan losses(3)	121,112		4,010		125,122		34,964		2,224		37,188
Loans transferred to held for sale	(44,274)						—		—		—
Ending balance	$	1,435,920	$	—	$	1,435,920	$	1,335,105	$	4,667	$	1,339,772
Total provisions for loan losses(3)	59,879						121,112		4,010		125,122
Ending balance	$	1,430,318					$	1,435,920	$	—	$	1,435,920

	2022						2021
	2023				2022
Years Ended December 31, (dollars in thousands)	PrivateEducationLoans		FFELPLoans		~~Credit Cards~~		TotalPortfolio		PrivateEducationLoans		FFELPLoans		Credit Cards		TotalPortfolio
Beginning balance	$	1,~~158~~353,~~977~~631	$	43,~~077~~444	$	~~2,281~~	$	1,~~165~~357,~~335~~075	$	1,~~355~~158,~~844~~977	$	4,~~378~~077	$	12,~~501~~281	$	1,~~361~~165,~~723~~335
Transfer from unfunded commitment liability(1)	~~344~~320,~~310~~237		—		—		~~344~~320,~~310~~237		~~301~~344,~~655~~310		—		—		~~301~~344,~~655~~310
Less:
Charge-offs	(~~427~~420,~~416~~095)		(~~613~~1,001)		~~(3,215)~~		(~~431~~421,~~244~~096)		(~~229~~427,~~591~~416)		(~~321~~613)		(~~356~~3,215)		(~~230~~431,~~268~~244)
Plus:
Recoveries	4146,~~737~~368		—		5		4146,~~742~~368		2941,~~494~~737		—		125		2941,~~506~~742
Provisions for loan losses:
Provision, current period	~~410~~240,~~254~~347		~~(20)~~2,224		~~3,301~~		~~413~~242,~~535~~571		~~(233~~410,~~852)~~254		(20)		13,~~124~~301		~~(232~~413,~~708)~~535
Loan sale reduction to provision	(~~174~~205,~~231~~383)		—		—		(~~174~~205,~~231~~383)		(66174,~~460~~231)		—		—		(66174,~~460~~231)
Loans transferred (to) from held-for-sale	—		—		(2,372)		(2,372)		1,887		—		—		1,887
Loans transferred to held for sale	—		—				—		—		—		(2,372)		(2,372)
Total provisions for loan losses(3)	~~236~~34,~~023~~964		~~(20)~~2,224		~~929~~		~~236~~37,~~932~~188		~~(298~~236,~~425)~~023		(20)		~~1,124~~929		~~(297~~236,~~281)~~932
Ending balance	$	1,~~353~~335,~~631~~105	$	34,~~444~~667	$	—	$	1,~~357~~339,~~075~~772	$	1,~~158~~353,~~977~~631	$	43,~~077~~444	$	~~2,281~~—	$	1,~~165~~357,~~335~~075

(1) See Notes to Consolidated Financial Statements, Note 67, “Allowance for Credit Losses and Unfunded Loan Commitments,” in this Form 10-K for a summary of the activity in the allowance for and balance of unfunded loan commitments, respectively.

(2) Represents fair value adjustments on loans transferred to held for sale.

(3) See “—Financial Condition — Allowance for Credit Losses — Provision for Credit Losses” in this Item 7 for a reconciliation of the provisions for credit losses reported in the consolidated statements of income.

~~2024~~60 SLM CORPORATION — 2025 Form 10-K ~~— SLM CORPORATION 59~~

	2020
	2021
Year Ended December 31, (dollars in thousands)	PrivateEducationLoans		FFELPLoans		~~Personal Loans~~CreditCards		~~CreditCards~~TotalPortfolio		~~TotalPortfolio~~
Beginning balance	$	~~374~~1,~~300~~355,844	$	14,~~633~~378	$	651,~~877~~501	$	~~102~~1,361,723	$	~~441,912~~
Day 1 adjustment for adoption of CECL	1,060,830		2,852		79,183		188		1,143,053
Transfer from unfunded commitment liability(1)	301,655		—		—		301,655
Balance at January 1	1,435,130		4,485		145,060		290		1,584,965
Less:
Transfer from unfunded commitment liability(1)	320,808		—		—		—		320,808
Charge-offs	(229,591)		(321)		(356)		(230,268)
Less:
Plus:
Charge-offs	(205,326)		(519)		(39,079)		(119)		(245,043)
Recoveries	29,494		—		12		29,506
Loan sales(2)	—		—		(108,534)		—		(108,534)
Provisions for loan losses:
Plus:
Provision, current period	(233,852)		20		1,124		(232,708)
Recoveries	24,021		—		4,984		2		29,007
Loan sale reduction to provision	(66,460)		—		—		(66,460)
Provisions for loan losses:
Loans transferred from held for sale	1,887		—		—		1,887
Provision, current period	148,673		412		40,485		1,328		190,898
Total provisions for loan losses(2)	(298,425)		20		1,124		(297,281)
Loan sale reduction to provision	(161,793)		—		(42,916)		—		(204,709)
Ending balance	$	1,158,977	$	4,077	$	2,281	$	1,165,335
Loans transferred (to) from held-for-sale	(205,669)		—		—		—		(205,669)
Total provisions for loan losses(3)	(218,789)		412		(2,431)		1,328		(219,480)
Ending balance	$	1,355,844	$	4,378	$	—	$	1,501	$	1,361,723

(2) See ~~Represents~~“—Financial ~~fair~~Condition ~~value~~— ~~adjustments~~Allowance onfor ~~loans~~Credit ~~sold~~Losses — Provision for Credit Losses” in this Item 7 for a reconciliation of the provisions for credit losses reported in the consolidated statements of income.

Provision for Credit Losses

Below is a reconciliation of the provisions for credit losses reported in the consolidated statements of income.

Consolidated Statements of IncomeProvisions for Credit Losses Reconciliation
Years Ended December 31, (dollars in thousands)	~~2024~~2025		~~2023~~2024		~~2022~~2023		~~2021~~2022		~~2020~~2021
Private Education Loan provisions for credit losses:
Provisions for loan losses	$	~~121~~59,~~112~~879	$	34121,~~964~~112	$	~~236~~34,~~023~~964	$	~~(298~~236,~~425)~~023	$	(~~218~~298,~~789~~425)
Provisions for unfunded loan commitments	~~283~~272,~~393~~808		~~308~~283,~~275~~393		~~396~~308,~~521~~275		~~264~~396,~~324~~521		~~312~~264,~~613~~324
Total Private Education Loan provisions for credit losses	~~404~~332,~~505~~687		~~343~~404,~~239~~505		~~632~~343,~~544~~239		~~(34~~632,~~101)~~544		93(34,~~824~~101)
Other impacts to the provisions for credit losses:
Personal Loans	—		—		—		—		(2,431)
FFELP Loans	—		4,010		2,224		(20)		20
FFELP Loans	4,010		2,224		(20)		20		412
Credit Cards	—		—		—		929		1,124
Credit Cards	—		—		929		1,124		1,328
Total	—		4,010		2,224		909		1,144
Total	4,010		2,224		909		1,144		(691)
Provisions for credit losses reported in consolidated statements of income	$	332,687	$	408,515	$	345,463	$	633,453	$	(32,957)
Provisions for credit losses reported in consolidated statements of income	408,515		345,463		633,453		(32,957)		93,133

~~2024~~2025 Form 10-K — SLM CORPORATION 6061

Private Education Loan Allowance for Credit Losses

In establishing the allowance for Private Education Loan losses as of December 31, ~~2024~~2025, we considered several factors with respect to our Private Education Loan held for investment portfolio, in particular, credit quality and delinquency, forbearance, and charge-off trends.

Private Education Loans held for investment in ~~full~~P&I ~~principal and interest~~ repayment status were 4245 percent of our total Private Education Loans held for investment portfolio at December 31, ~~2024~~2025, compared with 4344 percent at December 31, ~~2023~~2024.

For a more detailed discussion of our policy for determining the collectability of Private Education Loans and maintaining our allowance for Private Education Loans, see “— Critical Accounting ~~Policies and~~ Estimates — Allowance for Credit Losses” in this Item 7 and Notes to Consolidated Financial Statements, Note 5, “Loans Held for Investment — Certain Collection Tools — Private Education Loans” in this Form 10-K.

~~2024~~62 SLM CORPORATION — 2025 Form 10-K ~~— SLM CORPORATION 61~~

The table below presents our Private Education Loans held for investment portfolio delinquency trends. Loans in repayment include loans making interest only or fixed payments, as well as loans that have entered full principal and interest repayment status after any applicable grace period (but, for purposes of the following table, do not include ~~those~~ loans ~~while~~in ~~they~~the ~~are~~“loans in forbearance” metric).

Private Education Loans Held for Investment	~~2024~~2025				~~2023~~2024				~~2022~~2023
As of December 31, (dollars in thousands)	Balance		%		Balance		%		Balance		%
Loans in-school/grace/deferment(1)	$	5,~~722~~332,~~827~~532			$	5,~~291~~722,~~991~~827			$	45,~~895~~291,~~053~~991
Loans in forbearance(2)	~~405~~433,~~430~~075				~~324~~405,~~039~~430				~~279~~324,~~085~~039
Loans in repayment and percentage of each status:
Loans current	15,~~513~~258,~~333~~723		96.30	%	1415,~~809~~513,~~271~~333		96.13	%	14,~~559~~809,~~347~~271		96.21	%
Loans delinquent 30-59 days(3)	~~310~~330,~~748~~307		12.90		~~298~~310,~~751~~748		1.9		~~287~~298,~~308~~751		1.9
Loans delinquent 60-89 days(3)	~~140~~154,~~735~~683		01.90		~~151~~140,~~017~~735		1.0.9		~~147~~151,~~505~~017		1.0
Loans 90 days or greater past due(3)	~~141~~151,~~935~~114		01.90		~~150~~141,~~775~~935		1.0.9		~~135~~150,~~390~~775		01.90
Total Private Education Loans in repayment	1615,~~106~~894,~~751~~827		100.0	%	1516,~~409~~106,~~814~~751		100.0	%	15,~~129~~409,~~550~~814		100.0	%
Total Private Education Loans, gross	2221,~~235~~660,~~008~~434				2122,~~025~~235,~~844~~008				2021,~~303~~025,~~688~~844
Private Education Loans deferred origination costs and unamortized premium/(discount)	~~103~~102,~~070~~008				81103,~~554~~070				6981,~~656~~554
Total Private Education Loans	2221,~~338~~762,~~078~~442				2122,~~107~~338,~~398~~078				2021,~~373~~107,~~344~~398
Private Education Loans allowance for losses	(1,~~435~~430,~~920~~318)				(1,~~335~~435,~~105~~920)				(1,~~353~~335,~~631~~105)
Private Education Loans, net	$	20,~~902~~332,~~158~~124			$	1920,~~772~~902,~~293~~158			$	19,~~019~~772,~~713~~293
Percentage of loans in repayment			7273.4	%			7372.34	%			7473.53	%
Delinquencies as a percentage of loans in repayment			34.70	%			3.97	%			3.89	%
Percentage of loans in forbearance:
Percentage of loans in an extended grace period(4)			1.67	%			1.16	%			01.71	%
Percentage of loans in hardship and other forbearances(5)			01.90	%			1.0.9	%			1.10	%

(1)Deferment includes customers who have returned to school or are engaged in other permitted educational activities and are not yet required to make payments on the loans (e.g., residency periods for medical students or a grace period for bar exam preparation).

(2)Loans for customers who have requested extension of grace period generally during employment transition or who have temporarily ceased making full payments due to hardship or other factors (other than delinquent loans in disaster forbearance), consistent with established loan program servicing policies and procedures.

(3)The period of delinquency is based on the number of days scheduled payments are contractually past due.

(4)We calculate the percentage of loans in an extended grace period as the ratio of (a) Private Education Loans in forbearance in an extended grace period numerator to (b) Private Education Loans in repayment and forbearance denominator. An extended grace period aligns with The Office of the Comptroller of the Currency definition of an additional, consecutive, one-time period during which no payment is required for up to six months after the initial grace period. We typically grant this extended grace period to customers who may be having difficulty finding employment before the full principal and interest repayment period starts or once it has begun. Loans in forbearance in an extended grace period were approximately $~~253~~272 million, $~~168~~253 million, and $~~114~~168 million at December 31, ~~2024~~2025, ~~2023~~2024, and ~~2022~~2023, respectively. See “—Financial Condition — Allowance for Credit Losses — Use of Forbearance and Modifications as a Private Education Loan Collection Tool” in this Item 7 for additional details.

(5)We calculate the percentage of loans in hardship and other forbearances as the ratio of (a) Private Education Loans in hardship and other forbearances (excluding loans in an extended grace period and delinquent loans in disaster forbearance) numerator to (b) Private Education Loans in repayment and forbearance denominator. If the customer is in financial hardship, we work with the customer and/or cosigner and identify any available alternative arrangements designed to reduce monthly payment obligations, which may include a short-term hardship forbearance. Loans in hardship and other forbearances (excluding loans in an extended grace period and delinquent loans in disaster forbearance) were approximately $~~152~~161 million, $~~156~~152 million, and $~~165~~156 million at December 31, ~~2024~~2025, ~~2023~~2024, and ~~2022~~2023, respectively. See “—Financial Condition — Allowance for Credit Losses — Use of Forbearance and Modifications as a Private Education Loan Collection Tool” in this Item 7 for additional details.

Delinquencies as a percentage of ~~Private~~loans ~~Education Loans (held for investment)~~ in repayment ~~decreased~~increased to 34.70 percent at December 31, ~~2024~~2025 from 3.97 percent at December 31, ~~2023~~2024. The ~~decrease~~increase in the delinquency metric in ~~2024~~2025 compared with ~~2023~~2024 ~~was~~is primarily attributable to ~~the~~changes ~~new~~and ~~loan~~refinements ~~modification~~to our loss mitigation programs. ~~See~~in ~~“—Financial~~late ~~Condition~~2024 —which ~~Allowance~~generally ~~for~~restricted ~~Credit~~loan ~~Losses~~modification —eligibility ~~Use~~to ofborrowers ~~Forbearance~~in ~~and~~later-stage ~~Modifications~~delinquency, as well as a ~~Private~~shift ~~Education~~in ~~Loan~~the ~~Collection~~composition ~~Tool”~~of the loans in ~~this~~repayment portfolio (which does not include loans held for sale) due to $933 million of newly originated loans transferred

~~2024~~2025 Form 10-K — SLM CORPORATION 6263

~~Item~~to 7held for ~~additional~~sale ~~details. The~~status ~~percentage~~during ofthe ~~loans~~fourth inquarter anof ~~extended~~2025, ~~grace~~as ~~forbearance~~we ~~increased~~intended to ~~1.6~~sell ~~percent~~the atloans ~~December 31,~~to ~~2024~~the ~~from~~Strategic ~~1.1~~Partner ~~percent~~in atJanuary ~~December 31, 2023~~2026. ~~The~~See ~~increase~~“—Financial ~~was~~Condition ~~primarily~~— ~~due~~Allowance tofor ~~borrowers~~Credit ~~being~~Losses ~~eligible~~— toUse ~~receive~~of upForbearance toand ~~six~~Modifications ~~months~~as ofa ~~extended~~Private ~~grace~~Education ~~forbearance~~Loan Collection Tool” in ~~one~~this ~~increment~~Item ~~instead~~7 offor ~~multiple~~additional ~~instances~~details. The percentage of ~~two-month~~loans ~~increments,~~in ~~coupled~~an ~~with~~extended ~~our~~grace ~~continued~~forbearance ~~efforts~~remained torelatively ~~better~~consistent ~~match~~at ~~our~~1.7 ~~available~~percent ~~program~~and ~~offerings~~1.6 topercent ~~the~~at ~~financial~~December 31, ~~needs~~2025 ofand ~~our~~December 31, ~~borrowers~~2024, respectively. The percentage of loans in hardship and other forbearances remained relatively consistent at 01.90 percent and 1.0.9 percent, respectively, at December 31, ~~2024~~2025 and December 31, ~~2023~~2024.

The ~~increase~~decrease in delinquencies at December 31, ~~2023~~2024, compared with ~~2022~~2023, was primarily attributable to ~~loan modification programs initiated in~~ the ~~fourth~~then-new ~~quarter of 2023 that required borrowers to remain in their respective delinquency buckets until three consecutive payments were made under the modified~~ loan ~~terms~~modification ~~before being brought current (if re-age eligible)~~programs. The increase in the percentage of loans in an extended grace period at December 31, ~~2023~~2024 compared with ~~2022~~2023 was primarily due to borrowers being eligible to receive up to six months of extended grace forbearance in one increment instead of multiple instances of two-month increments, ~~beginning~~coupled inwith ~~September~~our ~~2023~~continued efforts to better match our available program offerings to the financial needs of our borrowers. The percentage of loans in hardship and other forbearances remained relatively consistent at 1.0.9 percent and 1.10 percent, respectively at December 31, ~~2023~~2024 and December 31, ~~2022~~2023.

~~2024~~64 SLM CORPORATION — 2025 Form 10-K ~~— SLM CORPORATION 63~~

The following table summarizes changes in the allowance for Private Education Loan (held for investment) losses and the allowance for unfunded loan commitments.

Years Ended December 31,(dollars in thousands)	~~2024~~2025			~~2023~~2024			~~2022~~2023			~~2021~~2022			~~2020~~2021
Allowance for loan losses, beginning balance	$	1,~~335~~435,~~105~~920		$	1,~~353~~335,~~631~~105		$	1,~~158~~353,~~977~~631		$	1,~~355~~158,~~844~~977		$	~~374~~1,~~300~~355,844
Day 1 adjustment for adoption of CECL	—			—			—			—			1,060,830
Transfer from allowance for unfunded loan commitments(1)	280,244			311,787			320,237			344,310			301,655
Balance at January 1	1,335,105			1,353,631			1,158,977			1,355,844			1,435,130
Transfer from allowance for unfunded loan commitments(1)	311,787			320,237			344,310			301,655			320,808
Provisions:
Provision for current period	~~357~~400,~~067~~677			~~240~~357,~~347~~067			~~410~~240,~~254~~347			~~(233~~410,~~852)~~254			~~148~~(233,~~673~~852)
Loan sale reduction to provision	(~~235~~296,~~955~~524)			(~~205~~235,~~383~~955)			(~~174~~205,~~231~~383)			(66174,~~460~~231)			(~~161~~66,~~793~~460)
Loans transferred (to) from held-for-sale	—			—			—			1,887			(205,669)
Loans transferred (to) from held for sale	(44,274)			—			—			—			1,887
Total provisions(2)	~~121~~59,~~112~~879			34121,~~964~~112			~~236~~34,~~023~~964			~~(298~~236,~~425)~~023			(~~218~~298,~~789~~425)
Net charge-offs:
Charge-offs	(~~376~~399,~~840~~636)			(~~420~~376,~~095~~840)			(~~427~~420,~~416~~095)			(~~229~~427,~~591~~416)			(~~205~~229,~~326~~591)
Recoveries	4453,~~756~~911			4644,~~368~~756			4146,~~737~~368			2941,~~494~~737			2429,~~021~~494
Net charge-offs	(~~332~~345,~~084~~725)			(~~373~~332,~~727~~084)			(~~385~~373,~~679~~727)			(~~200~~385,~~097~~679)			(~~181~~200,~~305~~097)
Allowance for loan losses, ending balance	1,~~435~~430,~~920~~318			1,~~335~~435,~~105~~920			1,~~353~~335,~~631~~105			1,~~158~~353,~~977~~631			1,~~355~~158,~~844~~977
Allowance for unfunded loan commitments, beginning balance (1)	~~112~~84,~~962~~568			~~124~~112,~~924~~962			72124,~~713~~924			~~110~~72,~~044~~713			2110,~~481~~044
Day 1 adjustment for adoption of CECL	—			—			—			—			115,758
Provision(2)(3)	272,808			283,393			308,275			396,521			264,324
Balance at January 1	112,962			124,924			72,713			110,044			118,239
Transfer to allowance for loan losses	(280,244)			(311,787)			(320,237)			(344,310)			(301,655)
Provision(2)(3)	283,393			308,275			396,521			264,324			312,613
Allowance for unfunded loan commitments, ending balance(1)	77,132			84,568			112,962			124,924			72,713
Transfer to allowance for loan losses	(311,787)			(320,237)			(344,310)			(301,655)			(320,808)
Total allowance for credit losses, ending balance	$	1,507,450		$	1,520,488		$	1,448,067		$	1,478,555		$	1,231,690
Allowance for unfunded loan commitments, ending balance(1)	84,568			112,962			124,924			72,713			110,044
Total Allowance Percentage of Private Education Loan Exposure(5)(6)	6.00		%	5.83		%	5.89		%	6.30		%	5.20		%
Total allowance for credit losses, ending balance	$	1,520,488		$	1,448,067		$	1,478,555		$	1,231,690		$	1,465,888
Allowance for loan losses coverage of net charge-offs	4.14			4.32			3.57			3.51			5.79
Total allowance for credit losses as a percentage of the ending total loan balance, plus unfunded loan commitments and total accrued interest receivable	5.83		%	5.89		%	6.30		%	5.20		%	6.49		%
Net charge-offs as a percentage of average loans in repayment(4)	2.15		%	2.19		%	2.44		%	2.55		%	1.33		%
Allowance for loan losses coverage of net charge-offs	4.32			3.57			3.51			5.79			7.48
Delinquencies as a percentage of ending loans in repayment(4)	4.00		%	3.68		%	3.90		%	3.77		%	3.26		%
Net charge-offs as a percentage of average loans in repayment(4)	2.19		%	2.44		%	2.55		%	1.33		%	1.17		%
Loans in forbearance as a percentage of ending loans in repayment and forbearance(4)	2.65		%	2.46		%	2.06		%	1.81		%	1.91		%
Delinquencies as a percentage of ending loans in repayment(4)	3.68		%	3.90		%	3.77		%	3.26		%	2.84		%
Ending total loans, gross	$	21,660,434		$	22,235,008		$	21,025,844		$	20,303,688		$	20,716,863
Loans in forbearance as a percentage of ending loans in repayment and forbearance(4)	2.46		%	2.06		%	1.81		%	1.91		%	4.32		%
Average loans in repayment(4)	$	16,047,085		$	15,139,184		$	15,310,934		$	15,103,123		$	15,019,869
Ending total loans, gross	$	22,235,008		$	21,025,844		$	20,303,688		$	20,716,863		$	19,729,337
Ending loans in repayment(4)	$	15,894,827		$	16,106,751		$	15,409,814		$	15,129,550		$	15,511,212
Average loans in repayment(4)	$	15,139,184		$	15,310,934		$	15,103,123		$	15,019,869		$	15,518,851
Unfunded loan commitments for loans held for investment(6)	$	1,913,753		$	2,311,660		$	2,221,077		$	1,995,808		$	1,776,976
Ending loans in repayment(4)	$	16,106,751		$	15,409,814		$	15,129,550		$	15,511,212		$	14,304,821
Total accrued interest receivable	$	1,570,069		$	1,549,415		$	1,354,565		$	1,177,562		$	1,187,123
Unfunded loan commitments	$	2,311,660		$	2,221,077		$	1,995,808		$	1,776,976		$	1,673,018
Total accrued interest receivable	$	1,549,415		$	1,354,565		$	1,177,562		$	1,187,123		$	1,168,895

(1) When a new loan commitment is made, we record an allowance to cover lifetime expected credit losses on the unfunded commitments, which is recorded in “Other Liabilities” on the consolidated balance sheet. See Notes to Consolidated Financial Statements, Note 67, “Allowance for Credit Losses and Unfunded Loan Commitments” in this Form 10-K for a summary of the activity in the allowance for and balance of unfunded loan commitments.

(2) See “—Financial Condition — Allowance for Credit Losses — Provision for Credit Losses” in this Item 7 for a reconciliation of the provisions for credit losses reported in the consolidated statements of income.

(3) Includes incremental provision for new commitments and changes to provision for existing commitments.

(4) Loans in repayment include loans on which borrowers are making interest only or fixed payments, as well as loans that have entered full principal and interest repayment status after any applicable grace period (but, for purposes of the table, do not include those loans while they are in forbearance).

As(5) The ~~part~~Total Allowance Percentage of ~~concluding~~Private onEducation ~~the~~Loan ~~adequacy~~Exposure ofis the total allowance for credit losses, ~~we review key allowance and loan metrics. The most significant of the metrics considered are the allowance coverage of net charge-offs ratio; the allowance~~ as a percentage of ending total loans plus unfunded loan commitments and total accrued interest receivable; ~~and~~on ~~delinquency~~Private ~~and~~Education ~~forbearance percentages~~Loans.

~~2024~~(6) Unfunded ~~Form~~loan 10commitments for loans held for investment and the calculation of the Total Allowance Percentage of Private Education Loan Exposure do not include $523 million of unfunded loan commitments associated with loans classified as held for sale at December 31, 2025. Due to the near-Kterm —timing ~~SLM~~of ~~CORPORATION 64~~the loan sale and credit quality of the loans, we believe there is no risk of credit loss and are not recording an allowance for the unfunded loan commitments related to the loans classified as held for sale.

~~Charge-offs~~As ~~decreased~~part inof ~~the~~concluding ~~year~~on ~~ended December 31, 2024 compared with~~ the ~~year-ago~~adequacy ~~period~~of ~~primarily due to~~ the ~~new~~allowance ~~loan~~for ~~modification~~credit ~~programs implemented throughout the full year 2024. Charge-offs decreased in the year ended December 31~~losses, ~~2023~~we ~~compared~~review ~~with~~key ~~the~~allowance ~~year ended December 31, 2022 because of a combination of factors, including improved staffing levels~~ and ~~the impact of the new~~ loan ~~modification~~metrics. ~~programs~~The ~~begun~~most insignificant ~~the~~of ~~fourth~~these ~~quarter~~metrics ofconsidered ~~2023.~~are In the ~~fourth~~allowance ~~quarter~~coverage of ~~2022,~~net wecharge-offs ~~charged~~ratio; ~~off~~the ~~$13~~Total ~~million~~Allowance ofas ~~delinquent~~Percentage ~~loans that had received certain grants~~ of ~~forbearance~~Private ~~under~~Education ~~previous~~Loan ~~credit~~Exposure; ~~administration practices (which have been discontinued)~~ and ~~which~~delinquency ~~were classified as a loss~~ and ~~charged~~forbearance ~~off prior to their reaching 120 days delinquent~~percentages.

2025 Form 10-K — SLM CORPORATION 65

Net charge-offs as a percentage of average loans in repayment decreased in the year ended December 31, 2025 compared with the year-ago period primarily due to changes in the loan modification programs implemented in late 2024. Net charge-offs as a percentage of average loans in repayment decreased in the year ended December 31, 2024 compared with the year ended December 31, 2023 primarily due to the expanded loan modifications program implemented in late 2023 and throughout the full year 2024.

During 2026, the first wave of loans that were modified under the expanded loss mitigation programs in late 2023 will be exiting existing modifications. Borrowers currently enrolled in these programs have largely exhibited positive payment performance, and longer-term performance is unknown but will become clearer throughout 2026.

Use of Forbearance and Modifications as a Private Education Loan Collection Tool

~~Over~~In ~~the~~recent ~~course of the last few~~ years, we have made significant changes to our credit administration practices, enhancing our loss mitigation programs through both our forbearance and loan modification offerings. We adjust the terms of loans for certain borrowers when we believe such changes will help our borrowers manage their student loan obligations, ~~and~~ achieve better student outcomes, and increase the collectability of the loans. These changes generally take the form of a temporary forbearance of payments, a temporary or permanent interest rate reduction, a temporary or permanent interest rate reduction with a permanent extension of the loan term, and/or a short-term extended repayment or interest-only alternative.

We continually monitor our credit administration practices and modify them from time to time based upon performance, industry conventions, and/or regulatory feedback.

Forbearance

Forbearance allows a borrower to not make scheduled payments for a specified period of time. Our forbearance policies and practices vary depending upon whether a borrower is current or delinquent at the time forbearance is requested, generally with stricter requirements for delinquent borrowers. Using forbearance extends the original term of the loan by the term of forbearance taken. Forbearance does not grant any reduction in the total principal or interest repayment obligation. While a loan is in forbearance status, interest continues to accrue and is capitalized (added to principal) at the end of the forbearance. Interest will not capitalize at the end of certain types of forbearance, such as disaster forbearance, however.

During the first six months following a borrower’s grace period, the borrower may be eligible for extended grace forbearance, which provides temporary payment relief to give the borrower additional time to be in a position to make regular principal and interest payments. We do not consider borrowers who are eligible for extended grace to be experiencing financial difficulty.

Hardship forbearance may be granted in order to provide temporary payment relief to borrowers who are either current in their payments but demonstrate a need for relief, or who are delinquent in their payments but demonstrate an ability and willingness to repay their obligation. In these circumstances, a borrower’s loan is placed into a forbearance status in limited monthly increments and is reflected in the forbearance status at month-end during this time. At the end of the forbearance period, for borrowers who were current when they entered forbearance, or those who were delinquent but met specific payment requirements curing their delinquency, the borrower will enter repayment status as current. In all instances, the borrowers are expected to begin making scheduled monthly payments at the end of their forbearance periods. This strategy is aimed at assisting borrowers while mitigating the risks of delinquency and default as well as encouraging resolution of delinquent loans.

Disaster forbearance is used to assist borrowers affected by material events, typically federally-declared disasters, including hurricanes, wildfires, floods, and pandemics. We typically grant disaster forbearance to affected borrowers in one-month increments, of up to three months at a time, but the disaster forbearance granted generally does not apply toward the 12-month forbearance limit described below. Disaster forbearance is granted based on areas impacted by federally declared disasters, not because the borrower is experiencing financial difficulty. Loans in disaster forbearance are not assessed late or other fees. Due to the nature and limited timeframe of disaster forbearance, delinquent loans granted disaster forbearance are maintained in their pre-grant delinquency status, and as such, are not reflected in our loans in forbearance metrics.

~~Currently,~~We weoffer ~~generally~~certain ~~grant~~other ~~forbearance~~administrative inforbearances ~~increments~~(e.g., ofdeath ~~one~~and todisability, ~~two months at a time~~bankruptcy, ~~for~~military ~~up to 12 months over the life of the loan~~service, ~~although~~and ~~extended grace forbearance is typically granted~~ in ~~one~~school ~~six-month~~assistance) ~~increment~~that ~~and~~are ~~disaster~~required ~~forbearance~~by ~~and~~law ~~certain~~(such ~~other~~as ~~limited instances do not apply toward the 12-month limit. We also currently require 12 months of positive payment performance~~ by ~~a borrower (meaning~~ the ~~borrower~~Servicemembers ~~must~~Civil ~~make~~Relief ~~payment in a cumulative amount equivalent to 12 monthly required payments under the loan~~Act), ~~between~~are ~~successive~~considered ~~grants~~separate offrom ~~forbearance~~our ~~and~~active ~~between~~loss ~~forbearance~~mitigation ~~grants and certain other repayment alternatives. This required period of positive payment performance does not apply~~programs, ~~however,~~or todo ~~extended grace forbearances and is~~ not ~~required~~exceed ~~for~~the asignificance ~~borrower to receive a contractual interest rate reduction~~threshold. InWe ~~addition,~~do wenot ~~currently~~consider ~~limit the participation of delinquent~~ borrowers ineligible ~~certain~~for ~~short-term~~these ~~extended~~other oradministrative ~~interest-only~~forbearances ~~repayment alternatives~~ to ~~once~~be inexperiencing 12financial ~~months and twice in five years~~difficulty. ~~We also now count the number of months a borrower receives a short-term extended repayment alternative toward the 12-month forbearance limit described above.~~

~~For~~66 SLM ~~borrowers~~CORPORATION ~~experiencing~~— ~~more~~2025 ~~severe~~Form hardship, following evaluation of their ability and willingness to repay, we currently use modification programs tailored to the financial condition of the individual borrower. Pursuant to our modification programs, we may reduce the contractual interest rate on a loan to a rate between 2 percent and 8 percent 10-K

~~2024~~Currently, ~~Form~~we 10generally grant forbearance for up to 12 months over the life of the loan, in increments of one to two months at a time, although extended grace forbearance is typically granted in one six-Kmonth —increment. ~~SLM~~Disaster ~~CORPORATION 65~~forbearance and certain other limited instances do not apply toward the 12-month limit. We also currently require 12 months of positive payment performance by a borrower (meaning the borrower must make payment in a cumulative amount equivalent to 12 monthly required payments under the loan) between successive grants of forbearance and between forbearance grants and certain other repayment alternatives. This required period of positive payment performance is not necessary to receive additional increments of extended grace forbearance or for a borrower to receive a contractual interest rate reduction. In addition, we currently limit the participation of delinquent borrowers in certain short-term extended or interest-only repayment alternatives to once in 12 months and twice in five years. We also now count the number of months a borrower receives a short-term extended repayment alternative toward the 12-month forbearance limit described above.

~~for~~Modification aPrograms ~~temporary~~other ~~period~~than of two to four years, and in some instances may also permanently extend the final maturity of the loan. For borrowers experiencing the most severe financial conditions, we may permanently reduce the contractual interest rate on a loan to 2 percent for the remaining life of the loan and also permanently extend the final maturity of the loan. Following modification, borrowers who are delinquent but meet specific payment requirements curing their delinquency will be brought current. We currently limit the granting of a permanent extension of the final maturity date of a loan to once over the life of the loan, and the number of interest rate reductions to twice over the life of the loan. Forbearances

WeFor ~~continually~~borrowers ~~monitor~~experiencing ~~our~~more ~~credit~~severe ~~administration~~hardship, ~~practices~~following evaluation of their ability and ~~may~~willingness ~~modify~~to ~~them~~repay, ~~further~~we ~~from~~currently ~~time~~use modification programs tailored to ~~time~~the ~~based~~financial ~~upon~~condition ~~performance~~of the individual borrower. Pursuant to our modification programs, ~~industry~~we ~~conventions~~may reduce the contractual interest rate on a loan to a rate between 2 percent and 8 percent temporarily, and/or ~~regulatory~~in ~~feedback~~some instances may permanently extend the final maturity of a loan. For borrowers experiencing the most severe financial conditions, we may permanently reduce the contractual interest rate on a loan to 2 percent for the remaining life of the loan and also permanently extend the final maturity of the loan. Following modification, borrowers who are delinquent but meet specific payment requirements curing their delinquency will be brought current. We currently limit the granting of a permanent extension of the final maturity date of a loan to once over the life of the loan, and the number of interest rate reductions to twice over the life of the loan.

Modifications under these programs are generally considered loan modifications to borrowers experiencing financial difficulty. See Note 7, “Allowance for Credit Losses and Unfunded Commitments — Loan Modifications to Borrowers Experiencing Financial Difficulty” in this Form 10-K for disclosures related to these modification programs. However, in some situations, we may offer on a limited basis term extensions or rate reductions or a combination of both to borrowers to reduce consolidation activities, which we do not consider to be modifications of loans to borrowers experiencing financial difficulty.

Delinquency Trends by Active Repayment Status

The tables below show the composition and status of the Private Education Loan portfolio held for investment aged by number of months in active repayment status (months for which a scheduled monthly payment was due). Active repayment status includes loans on which borrowers are making interest only or fixed payments, as well as loans that have entered full principal and interest repayment status after any applicable grace period. Our experience shows that the percentage of loans in forbearance status generally decreases the longer the loans have been in active repayment status. At December 31, ~~2024~~2025, ~~for~~ Private Education Loans (held for investment) in forbearance that have been in active repayment status for fewer than 25 months, ~~loans in forbearance status~~ as a percentage of all loans in repayment and forbearance were 12.90 percent. ~~Approximately~~At 77December 31, 2025, approximately 76 percent of our Private Education Loans (held for investment) in forbearance status have been in active repayment status fewer than 25 months.

2025 Form 10-K — SLM CORPORATION 67


As of December 31, 2025 (dollars in millions)	Private Education Loans Held for Investment Aged by Number of Months in Active Repayment Status															Not Yet in Repayment			Total
	0 to 12			13 to 24			25 to 36			37 to 48			More than 48
Loans in-school/grace/deferment	$	—		$	—		$	—		$	—		$	—		$	5,333		$	5,333
Loans in forbearance	266			63			38			28			38			—			433
Loans in repayment - current	4,142			3,655			1,937			1,587			3,937			—			15,258
Loans in repayment - delinquent 30-59 days	82			51			49			41			107			—			330
Loans in repayment - delinquent 60-89 days	41			26			21			19			48			—			155
Loans in repayment - 90 days or greater past due	43			22			22			17			47			—			151
Total	$	4,574		$	3,817		$	2,067		$	1,692		$	4,177		$	5,333		21,660
Deferred origination costs and unamortized premium/(discount)																			102
Allowance for loan losses																			(1,430)
Total Private Education Loans, net																			$	20,332

Loans in forbearance as a percentage of total Private Education Loans in repayment and forbearance	1.63		%	0.39		%	0.23		%	0.17		%	0.23		%	—		%	2.65		%


As of December 31, 2024 (dollars in millions)	Private Education Loans Held for Investment Aged by Number of Months in Active Repayment Status															Not Yet in Repayment			Total
	0 to 12			13 to 24			25 to 36			37 to 48			More than 48
Loans in-school/grace/deferment	$	—		$	—		$	—		$	—		$	—		$	5,723		$	5,723
Loans in forbearance	247			66			37			23			32			—			405
Loans in repayment - current	4,497			3,585			2,230			1,518			3,683			—			15,513
Loans in repayment - delinquent 30-59 days	78			58			49			36			90			—			311
Loans in repayment - delinquent 60-89 days	38			25			22			17			39			—			141
Loans in repayment - 90 days or greater past due	39			23			20			16			44			—			142
Total	$	4,899		$	3,757		$	2,358		$	1,610		$	3,888		$	5,723		22,235
Deferred origination costs and unamortized premium/(discount)																			103
Allowance for loan losses																			(1,436)
Total Private Education Loans, net																			$	20,902

Loans in forbearance as a percentage of total Private Education Loans in repayment and forbearance	1.50		%	0.40		%	0.23		%	0.14		%	0.19		%	—		%	2.46		%

~~2024~~68 SLM CORPORATION — 2025 Form 10-K ~~— SLM CORPORATION 66~~


As of December 31, 2023 (dollars in millions)	Private Education Loans Held for Investment Aged by Number of Months in Active Repayment Status															Not Yet in Repayment			Total
	0 to 12			13 to 24			25 to 36			37 to 48			More than 48
Loans in-school/grace/deferment	$	—		$	—		$	—		$	—		$	—		$	5,292		$	5,292
Loans in forbearance	190			55			31			20			28			—			324
Loans in repayment - current	4,129			3,529			2,183			1,472			3,496			—			14,809
Loans in repayment - delinquent 30-59 days	81			56			45			33			84			—			299
Loans in repayment - delinquent 60-89 days	40			29			24			17			41			—			151
Loans in repayment - 90 days or greater past due	42			28			23			16			42			—			151
Total	$	4,482		$	3,697		$	2,306		$	1,558		$	3,691		$	5,292		21,026
Deferred origination costs and unamortized premium/(discount)																			81
Allowance for loan losses																			(1,335)
Total Private Education Loans, net																			$	19,772

Loans in forbearance as a percentage of total Private Education Loans in repayment and forbearance	1.21		%	0.35		%	0.19		%	0.13		%	0.18		%	—		%	2.06		%

As of December 31, 2022(dollars in millions)	Private Education Loans Held for Investment Aged by Number of Months in Active Repayment Status															Not Yet inRepayment			Total
	0 to 12			13 to 24			25 to 36			37 to 48			More than 48
Loans in-school/grace/deferment	$	—		$	—		$	—		$	—		$	—		$	4,895		$	4,895
Loans in forbearance	165			43			26			19			26			—			279
Loans in repayment - current	4,131			3,393			2,129			1,603			3,303			—			14,559
Loans in repayment - delinquent 30-59 days	80			58			44			31			74			—			287
Loans in repayment - delinquent 60-89 days	43			30			20			17			38			—			148
Loans in repayment - 90 days or greater past due	41			27			20			14			34			—			136
Total	$	4,460		$	3,551		$	2,239		$	1,684		$	3,475		$	4,895		20,304
Deferred origination costs and unamortized premium/(discount)																			70
Allowance for loan losses																			(1,354)
Total Private Education Loans, net																			$	19,020
Loans in forbearance as a percentage of total Private Education Loans in repayment and forbearance	1.07		%	0.28		%	0.17		%	0.12		%	0.17		%	—		%	1.81		%

2025 Form 10-K — SLM CORPORATION 69

2024 Form 10-K — SLM CORPORATION 67

Private Education Loans Held for Investment Types

The following table provides information regarding the loans in repayment balance and total loan balance by Private Education Loan held for investment product type for the years ended December 31, ~~2024~~2025 and ~~2023~~2024.


As of December 31, 2025 (dollars in thousands)	Smart Option		Graduate Loan		Other(1)		Total
$ in repayment(2)	$	13,806,666	$	1,765,589	$	322,572	$	15,894,827
$ in total	$	18,785,313	$	2,468,471	$	406,650	$	21,660,434


As of December 31, 2024 (dollars in thousands)	Smart Option		Graduate Loan		Other(1)		Total
$ in repayment(2)	$	14,273,952	$	1,466,915	$	365,884	$	16,106,751
$ in total	$	19,710,266	$	2,067,468	$	457,274	$	22,235,008

As of December 31, 2023 (dollars in thousands)	Smart Option		GraduateLoan		Other(1)		Total
$ in repayment(2)	$	13,747,153	$	1,243,129	$	419,532	$	15,409,814
$ in total	$	18,764,200	$	1,750,814	$	510,830	$	21,025,844

(1) Other includes our Parent Loan and Career training loan products. In December 2021, we discontinued offering our Parent Loan product. Applications for those loans received before the offering termination date continued to be processed, and final disbursements under those loans occurred in February 2023. In May 2022, we discontinued offering our Career Training loan product. Applications for those loans received before the offering termination date continued to be processed, and final disbursements under those loans occurred in September 2023.

(2) Loans in repayment include loans on which borrowers are making interest only or fixed payments, as well as loans that have entered full principal and interest repayment status after any applicable grace period (but, for purposes of the table, do not include ~~those~~ loans ~~while~~in ~~they~~the ~~are~~“loans in forbearance” metric).

Accrued Interest Receivable

The following table provides information regarding accrued interest receivable on our Private Education Loans. The table also discloses the amount of accrued interest on loans 90 days or greater past due as compared to our allowance for uncollectible interest. The majority of the total accrued interest receivable represents accrued interest on deferred loans where no payments are due while the borrower is in school and fixed-pay loans where the borrower makes a $25 monthly payment that is smaller than the interest accruing on that loan in that month. The accrued interest on these loans will be capitalized to the balance of the loans when the borrower exits the grace period after separation from school. The allowance for credit losses considers both the collectibility of principal and accrued interest. The allowance for uncollectible interest estimates the additional uncollectible interest that is not captured in the allowance for credit losses.

	Private Education Loans
	Accrued Interest Receivable
(Dollars in thousands)	Total Interest Receivable		90 Days or GreaterPast Due		Allowance forUncollectibleInterest(1)
December 31, 2025	$	1,570,069	$	6,548	$	14,511
December 31, 2024	$	1,549,415	$	6,420	$	12,366
December 31, 2023	$	1,354,565	$	8,373	$	9,897
December 31, 2022	$	1,177,562	$	6,609	$	8,121
December 31, 2021	$	1,187,123	$	3,635	$	4,937
December 31, 2020	$	1,168,895	$	4,354	$	4,467

(1) The allowance for uncollectible interest at December 31, 2025, 2024, 2023, 2022, ~~2021,~~ and ~~2020~~2021 represents the expected losses related to the portion of accrued interest receivable on those loans that are in repayment (at December 31, 2025, 2024, 2023, 2022, ~~2021,~~ and ~~2020~~2021, relates to $164 million, $~~151~~164 million, $~~240~~151 million, $240 million, and $~~196~~240 million, respectively, of accrued interest receivable) that is/was not expected to be capitalized. The accrued interest receivable that is/was expected to be capitalized ($1.4 billion, $1.24 billion, $~~937~~1.2 ~~million~~billion, $~~947~~937 million, and $~~973~~947 million, respectively, at December 31, 2025, 2024, 2023,. 2022, ~~2021,~~ and ~~2020~~2021) is/was reserved for in the allowance for credit losses.

~~2024~~70 SLM CORPORATION — 2025 Form 10-K ~~— SLM CORPORATION 68~~

Liquidity and Capital Resources

Funding and Liquidity Risk Management

Our primary ~~liquidity~~funding ~~needs~~and ~~include~~liquidity ~~our~~objective ~~ongoing~~is ~~ability~~ to ~~fund~~support our businesses throughout market cycles, including during periods of financial stress,. ~~our~~Our ~~ongoing~~business ~~ability~~needs toprimarily ~~fund~~include funding originations of Private Education Loans, and ~~our~~meeting ~~ability to meet~~ any deposits outflows ofat ~~our~~the Bank ~~deposits~~. To achieve these objectives, we ~~analyze and monitor our liquidity needs, and~~ maintain ~~excess liquidity and~~ access to diverse funding sources, such as retail deposits, atbrokered ~~the Bank~~deposits, ~~issuance of secured debt primarily through~~ asset-backed securitizations, unsecured debt, other financing facilities, and loan sales. We maintained liquidity reserves in the form of unrestricted cash and liquid investments of $5.4 billion and $6.1 billion as of December 31, 2025 and 2024, respectively, as noted in the table below.

At December 31, ~~2024~~2025 and December 31, ~~2023~~2024, our sources of liquidity included liquid investments with unrealized losses of $~~105~~61.82 million and $~~128~~105.98 million, respectively. It is our policy to manage operations so our liquidity needs are fully satisfied through normal operations to avoid unplanned loan or liquid investment sales under all but the most dire ~~emergency~~ conditions. Our liquidity management is governed by policies approved by our Board of Directors. Oversight of these policies is performed in the Asset and Liability Committee, a management-level committee. These policies take into account the volatility of cash flow forecasts, expected asset and liability maturities, anticipated loan demand, and a variety of other factors to establish minimum liquidity guidelines.

Key risks associated with our liquidity relate to our ability to access the capital markets and ~~the~~deposit markets ~~for bank deposits~~ at reasonable rates. This ability may be affected by our performance, competitive pressures, the macroeconomic environment, and the impact they have on the availability of funding sources in the marketplace. We target maintaining sufficient on-balance sheet and contingent sources of liquidity to enable us to meet all contractual and contingent obligations under various stress scenarios, including severe macroeconomic stresses asand ~~well as~~ specific stresses that test the resiliency of our balance sheet. WeAt ~~hold~~December 31, 2025, we held a significant liquidity buffer of cash and ~~securities~~liquid investments, which we expect to maintain through ~~2025~~in the future. Due to the seasonal nature of our business, our liquidity levels will likely vary from quarter to quarter.

Sources of Liquidity and Available Capacity

Ending Balances

As of December 31, (dollars in thousands)

~~2024~~2025

~~2023~~2024

~~2022~~2023

Sources of primary liquidity:

Unrestricted cash and liquid investments:

Holding Company and other non-bank subsidiaries

34,~~745~~421

3,~~224~~745

—3,224

Sallie Mae Bank(1)

4,~~696~~236,~~621~~844

4,~~146~~696,~~614~~621

4,~~617~~146,~~533~~614

Available-for-sale investments

1,~~361~~135,~~431~~886

1,~~988~~361,~~295~~431

21,~~012~~988,~~901~~295

Total unrestricted cash and liquid investments

65,~~061~~377,~~797~~151

6,~~138~~061,~~133~~797

6,~~630~~138,~~434~~133

(1) This amount will be used primarily to originate Private Education Loans at the Bank.

Average Balances

Years Ended December 31, (dollars in thousands)

~~2024~~2025

~~2023~~2024

~~2022~~2023

Sources of primary liquidity:

Unrestricted cash and liquid investments:

Holding Company and other non-bank subsidiaries

8,~~698~~397

68,~~827~~698

76,~~954~~827

Sallie Mae Bank(1)

43,~~504~~958,~~167~~618

4,~~014~~504,~~444~~167

4,~~080~~014,~~312~~444

Available-for-sale investments

1,~~647~~170,~~113~~153

1,~~975~~647,~~754~~113

21,~~230~~975,~~118~~754

Total unrestricted cash and liquid investments

65,~~159~~137,~~978~~168

56,~~997~~159,~~025~~978

65,~~318~~997,~~384~~025

(1) This amount will be used primarily to originate Private Education Loans at the Bank.

~~2024~~2025 Form 10-K — SLM CORPORATION 6971

Deposits

The following table summarizes total deposits.

As of December 31, (dollars in thousands)

~~2024~~2025

~~2023~~2024

Deposits - interest-bearing

21,~~066~~059,~~752~~967

21,~~651~~066,~~657~~752

Deposits - non-interest-bearing

~~1,816~~184

1,~~531~~816

Total deposits

21,~~068~~060,~~568~~151

21,~~653~~068,~~188~~568

Our total deposits of $21.1 billion were comprised of $98.58 billion in brokered deposits and $1112.63 billion in retail and other deposits at December 31, ~~2024~~2025, compared with total deposits of $21.71 billion, which were comprised of $109.35 billion in brokered deposits and $11.46 billion in retail and other deposits, at December 31, ~~2023~~2024.

Interest-bearing deposits as of December 31, ~~2024~~2025 and ~~2023~~2024 consisted of retail and brokered non-maturity savings deposits, retail and brokered non-maturity money market deposit accounts (“MMDAs”), and retail and brokered CDs. Interest-bearing deposits also include deposits from Educational 529 and Health Savings plans that diversify our funding sources and that we consider to be core. These and other large omnibus accounts, aggregating the deposits of many individual depositors, represented $7.06 billion of our deposit total as of December 31, ~~2024~~2025, compared with $7.60 billion at December 31, ~~2023~~2024. The omnibus accounts are structured in such a way that entitles the individual depositor pass-through deposit insurance (subject to FDIC rules and limitations), and the majority of these deposits have contractual minimum balances and maturity terms.

Some of our deposit products are serviced by third-party providers. Placement fees associated with the brokered CDs are amortized into interest expense using the effective interest rate method. We recognized placement fee expense of $118 million, $1211 million, and $1312 million in the years ended December 31, ~~2024~~2025, ~~2023~~2024, and ~~2022~~2023, respectively. Fees paid to third-party brokers related to brokered CDs were $8 million, $8 million, and $138 million during the years ended December 31, ~~2024~~2025, ~~2023~~2024, and ~~2022~~2023, respectively.

Interest-bearing deposits at December 31, ~~2024~~2025 and ~~2023~~2024 are summarized as follows:

	2024				2023
	2025				2024
As of December 31, (dollars in thousands)	Amount		Year-End Weighted Average Stated Rate(1)		Amount		Year-End Weighted Average Stated Rate(1)
Money market	$	910,~~582~~004,~~290~~845	43.2783	%	$	109,~~258~~582,~~292~~290	4.8527	%
Savings	~~944~~1,~~034~~177,177		43.0283		~~945~~944,~~000~~034		4.3502
Certificates of deposit	109,~~540~~877,~~428~~945		43.2087		10,~~448~~540,~~365~~428		34.6920
Deposits - interest-bearing	$	21,~~066~~059,~~752~~967			$	21,~~651~~066,~~657~~752

(1) Includes the effect of interest rate swaps in effective hedge relationships.

As of December 31, ~~2024~~2025 and ~~2023~~2024, there were $~~567~~1.2 ~~million~~billion and $~~478~~1.2 ~~million~~billion, respectively, of deposits exceeding FDIC insurance limits. Accrued interest on deposits was $9271 million and $9192 million at December 31, ~~2024~~2025 and ~~2023~~2024, respectively.

~~2024~~72 SLM CORPORATION — 2025 Form 10-K ~~— SLM CORPORATION 70~~

Counterparty Exposure

Counterparty exposure related to financial instruments arises from the risk that a lending, investment, or derivative counterparty will not be able to meet its obligations to us.

Excess cash is generally invested with the Federal Reserve Bank of San Francisco (the “FRB”) on an overnight basis or in the FRB’s Term Deposit Facility, minimizing counterparty exposure on cash balances.

Our investment portfolio is primarily comprised of a small portfolio of mortgage-backed securities issued by government agencies and government-sponsored enterprises that are purchased to meet CRA targets. Additionally, our investing activity is governed by Board-approved limits on the amount that is allowed to be invested with any one issuer based on the credit rating of the issuer, further minimizing our counterparty exposure. Counterparty credit risk is considered when valuing investments and considering impairment.

Related to derivative transactions, protection against counterparty risk is generally provided by International Swaps and Derivatives Association, Inc. Credit Support Annexes (“CSAs”), or clearinghouses for over-the-counter derivatives. CSAs require a counterparty to post collateral if a potential default would expose the other party to a loss. All derivative contracts entered into by the Bank are covered under CSAs or clearinghouse agreements and require collateral to be exchanged based on the net fair value of derivatives with each counterparty. Our exposure to the counterparty is limited to the value of the derivative contracts in a gain position, less any collateral held by us and plus collateral posted with the counterparty.

Title VII of the Dodd-Frank Act requires all standardized derivatives, including most interest rate swaps, to be submitted for clearing to central counterparties to reduce counterparty risk. Two of the central counterparties we use are the CME and the LCH. All variation margin payments on derivatives cleared through the CME and LCH are accounted for as legal settlement. As of December 31, ~~2024~~2025, $~~850~~562 million notional of our derivative contracts were cleared on the CME and $7111 million were cleared on the LCH. The derivative contracts cleared through the CME and LCH represent 9298.30 percent and 72.70 percent, respectively, of our total notional derivative contracts of $~~921~~573 million at December 31, ~~2024~~2025.

For derivatives cleared through the CME and LCH, the net gain (loss) position includes the variation margin amounts as settlement of the derivative and not collateral against the fair value of the derivative. The amount of variation margin included as settlement as of December 31, ~~2024~~2025 was $(221) million and $(0.1) million for the CME and LCH, respectively. Changes in fair value for derivatives not designated as hedging instruments are presented as realized gains (losses).

Our exposure to the counterparty is limited to the value of the derivative contracts in a gain position less any collateral held and plus any collateral posted. When there is a net negative exposure, we consider our exposure to the counterparty to be zero. At December 31, ~~2024~~2025 and ~~2023~~2024, we had a net positive exposure (derivative gain/loss positions to us, less collateral held by us and plus collateral posted with counterparties) related to derivatives of $50.1 million and $95 million, respectively.

We have liquidity exposure related to collateral movements between us and our derivative counterparties. Movements in the value of the derivatives, which are primarily affected by changes in interest rates, may require us to return cash collateral held or may require us to access primary liquidity to post collateral to counterparties.

The table below highlights exposure related to our derivative counterparties as of December 31, ~~2024~~2025.

As of December 31, 2024 (dollars in thousands)	SLM Corporationand Sallie Mae BankContracts
As of December 31, 2025 (dollars in thousands)	SLM Corporationand Sallie Mae BankContracts
Total exposure, net of collateral	$	~~4,839~~113
Exposure to counterparties with credit ratings, net of collateral	$	~~4,839~~113
Percent of exposure to counterparties with credit ratings below S&P AA- or Moody’s Aa3	—		%
Percent of exposure to counterparties with credit ratings below S&P A- or Moody’s A3	—		%

~~2024~~2025 Form 10-K — SLM CORPORATION 7173

Regulatory Capital

The Bank is subject to various regulatory capital requirements administered by federal and state banking authorities. Failure to meet minimum capital requirements can initiate certain mandatory and possibly additional discretionary actions by regulators that, if undertaken, could have a direct material adverse effect on our business, results of operations, and financial position. Under U.S. Basel III and the regulatory framework for prompt corrective action, the Bank must meet specific capital standards that involve quantitative measures of its assets, liabilities, and certain off-balance sheet items as calculated under regulatory accounting practices. The Bank’s capital amounts and its classification under the prompt corrective action framework are also subject to qualitative judgments by the regulators about components of capital, risk weightings, and other factors.

Capital Management

The Bank intends to maintain at all times regulatory capital levels that meet both the minimum levels required under U.S. Basel III (including applicable buffers) and the levels necessary to be considered “well capitalized” under the FDIC’s prompt corrective action framework, in order to support asset growth and operating needs, address unexpected credit risks, and protect the interests of depositors and the DIF administered by the FDIC. The Bank’s Capital Policy requires management to monitor these capital standards and the Bank’s compliance with them. The Board of Directors and management periodically evaluate the quality of assets, the stability of earnings, and the adequacy of the allowance for credit losses for the Bank. The Company is a source of strength for the Bank and will provide additional capital if necessary.

We believe that current and projected capital levels are appropriate for ~~2025~~2026. As of December 31, ~~2024~~2025, the Bank’s risk-based and leverage capital ratios exceed the required minimum ratios and the applicable buffers under the fully phased-in U.S. Basel III standards as well as the “well capitalized” standards under the prompt corrective action framework.

Under U.S. Basel III, the Bank is required to maintain the following minimum regulatory capital ratios: a Common Equity Tier 1 risk-based capital ratio of 4.5 percent, a Tier 1 risk-based capital ratio of 6.0 percent, a Total risk-based capital ratio of 8.0 percent, and a Tier 1 leverage ratio of 4.0 percent. In addition, the Bank is subject to a Common Equity Tier 1 capital conservation buffer of greater than 2.5 percent. Failure to maintain the buffer will result in restrictions on the Bank’s ability to make capital distributions, including the payment of dividends, and to pay discretionary bonuses to executive officers. Including the buffer, the Bank is required to maintain the following capital ratios under U.S. Basel III in order to avoid such restrictions: a Common Equity Tier 1 risk-based capital ratio of greater than 7.0 percent, a Tier 1 risk-based capital ratio of greater than 8.5 percent, and a Total risk-based capital ratio of greater than 10.5 percent.

To qualify as “well capitalized” under the prompt corrective action framework for insured depository institutions, the Bank must maintain a Common Equity Tier 1 risk-based capital ratio of at least 6.5 percent, a Tier 1 risk-based capital ratio of at least 8.0 percent, a Total risk-based capital ratio of at least 10.0 percent, and a Tier 1 leverage ratio of at least 5.0 percent.

In July 2023, the federal banking agencies proposed a rule to implement significant changes to the U.S. Basel Ill regulatory capital requirements. The proposed changes to the regulatory capital requirements generally would amend or introduce approaches and methodologies that would apply to banking organizations with total consolidated assets of $100 billion or more or to banking organizations with significant trading activity. The proposed rule therefore would not affect the Bank's capital requirements or the calculation of its capital ratios. It is uncertain if and when a final rule will be adopted, and if so, whether and to what extent it will differ from the proposed rule.

Under regulations issued by the FDIC and other federal banking agencies, banking organizations that adopted CECL during the 2020 calendar year, including the Bank, could elect to delay for two years, and then phase in over the following three years, the effects on regulatory capital of CECL relative to the incurred loss methodology. The Bank elected to use this option. Therefore, the regulatory capital impact of the Bank’s transition adjustments recorded on January 1, 2020 from the adoption of CECL, and 25 percent of the ongoing impact of CECL on the Bank’s allowance for credit losses, retained earnings, and average total consolidated assets, each as reported for regulatory capital purposes (collectively, the “adjusted transition amounts”), were deferred for the two-year period ending January 1, 2022. On each of January 1, 2022, 2023, 2024 and ~~2024~~2025, 25 percent of the adjusted transition amounts ~~was~~were phased in for regulatory capital purposes. OnAs of January 1, 2025, ~~the~~all ~~remaining 25 percent of the~~ adjusted transition amounts ~~was~~have been phased in for regulatory capital purposes~~, with the phased-in amounts included in regulatory capital at the beginning of the year~~. The Bank’s January 1, 2020 CECL transition amounts increased our allowance for credit losses by $1.1 billion, increased the liability representing our off-balance sheet exposure for unfunded commitments by $116 million, and increased our deferred tax asset by $306 million, resulting in a cumulative effect adjustment that reduced retained ~~earnings by $953 million. This~~

~~2024~~74 SLM CORPORATION — 2025 Form 10-K ~~— SLM CORPORATION 72~~

earnings by $953 million. This transition adjustment was inclusive of qualitative adjustments incorporated into our CECL allowance as necessary, to address any limitations in the models used.

AtThe ~~December 31~~Bank’s required and actual regulatory capital amounts and ratios, ~~2024~~including applicable capital conservation buffers, under U.S. Basel III are shown in the ~~adjusted~~following ~~transition~~table. ~~amounts~~The ~~that~~following ~~were~~capital ~~deferred~~amounts and ratios are ~~being~~based ~~phased~~upon inthe ~~for~~Bank’s ~~regulatory~~average ~~capital~~assets ~~purposes~~and ~~are~~risk-weighted assets, as ~~follows:~~indicated. The Bank has elected to exclude accumulated other comprehensive income related to both available-for-sale investments and swap valuations from Common Equity Tier 1 Capital.

	AdjustedTransition Amounts				Phase-InAmounts for the Year Ended				Phase-InAmounts for the Year Ended				Phase-InAmounts for the Year Ended		Remaining Adjusted Transition Amounts to be Phased-In
	Actual						U.S. Basel IIIMinimum Requirements Plus Buffer(1)(2)
(Dollars in thousands)	~~December 31, 2021~~Amount		Ratio		~~December 31, 2022~~		Amount		~~December 31, 2023~~		Ratio		~~December 31, 2024~~		~~December 31, 2024~~
Retained earnings	$	836,351			$	(209,088)			$	(209,088)			$	(209,088)	$	209,087
As of December 31, 2025(3):
Allowance for credit losses	1,038,145				(259,536)				(259,536)				(259,536)		259,537
Common Equity Tier 1 Capital (to Risk-Weighted Assets)	$	2,929,973	11.1	%			$	1,849,590	>		7.0	%
Liability for unfunded commitments	104,377				(26,094)				(26,094)				(26,095)		26,094
Tier 1 Capital (to Risk-Weighted Assets)	$	2,929,973	11.1	%			$	2,245,930	>		8.5	%
Deferred tax asset	306,171				(76,542)				(76,542)				(76,543)		76,544
Total Capital (to Risk-Weighted Assets)	$	3,274,883	12.4	%			$	2,774,384	>		10.5	%
Tier 1 Capital (to Average Assets)	$	2,929,973	9.9	%			$	1,186,335	>		4.0	%
As of December 31, 2024(3):
Common Equity Tier 1 Capital (to Risk-Weighted Assets)	$	2,957,067	11.3	%			$	1,827,318	>		7.0	%
Tier 1 Capital (to Risk-Weighted Assets)	$	2,957,067	11.3	%			$	2,218,886	>		8.5	%
Total Capital (to Risk-Weighted Assets)	$	3,294,663	12.6	%			$	2,740,976	>		10.5	%
Tier 1 Capital (to Average Assets)	$	2,957,067	9.7	%			$	1,213,505	>		4.0	%

The Bank’s required and actual regulatory capital amounts and ratios, including applicable capital conservation buffers, under U.S. Basel III are shown in the following table. The following capital amounts and ratios are based upon the Bank’s average assets and risk-weighted assets, as indicated. The Bank has elected to exclude accumulated other comprehensive income related to both available-for-sale investments and swap valuations from Common Equity Tier 1 Capital. At December 31, 2024 and December 31, 2023, the unrealized loss on available-for-sale investments included in other comprehensive income totaled $83 million and $115 million, net of tax of $27 million and $37 million, respectively. The capital ratios would remain above the well capitalized thresholds, including applicable capital conservation buffers, if the unrealized loss became fully recognized into capital.

	Actual				U.S. Basel IIIMinimum Requirements Plus Buffer(1)(2)
(Dollars in thousands)	Amount		Ratio		Amount			Ratio
As of December 31, 2024(3):
Common Equity Tier 1 Capital (to Risk-Weighted Assets)	$	2,957,067	11.3	%	$	1,827,318	>	7.0	%
Tier 1 Capital (to Risk-Weighted Assets)	$	2,957,067	11.3	%	$	2,218,886	>	8.5	%
Total Capital (to Risk-Weighted Assets)	$	3,294,663	12.6	%	$	2,740,976	>	10.5	%
Tier 1 Capital (to Average Assets)	$	2,957,067	9.7	%	$	1,213,505	>	4.0	%
As of December 31, 2023(3):
Common Equity Tier 1 Capital (to Risk-Weighted Assets)	$	3,019,973	12.3	%	$	1,719,621	>	7.0	%
Tier 1 Capital (to Risk-Weighted Assets)	$	3,019,973	12.3	%	$	2,088,111	>	8.5	%
Total Capital (to Risk-Weighted Assets)	$	3,334,140	13.6	%	$	2,579,432	>	10.5	%
Tier 1 Capital (to Average Assets)	$	3,019,973	10.2	%	$	1,184,213	>	4.0	%

(1) Reflects the U.S. Basel III minimum required ratio plus the applicable capital conservation buffer.

(2) The Bank’s regulatory capital ratios also exceeded all applicable standards for the Bank to qualify as “well capitalized” under the prompt corrective action framework.

(3) For December 31, ~~2024~~2025 and ~~2023~~2024, the actual amounts and the actual ratios include the respective adjusted transition amounts discussed above ~~that were phased in at the beginning of 2024 and 2023~~.

~~2024~~2025 Form 10-K — SLM CORPORATION 7375

Dividends

The Bank is chartered under the laws of the State of Utah and its deposits are insured by the FDIC. The Bank’s ability to pay dividends is subject to the laws of Utah and the regulations of the FDIC. Generally, under Utah’s industrial bank laws and regulations as well as FDIC regulations, the Bank may pay dividends from its net profits without regulatory approval if, following the payment of the dividend, the Bank’s capital and surplus would not be impaired. The Company relies on dividends from the Bank, as necessary, to enable the Company to pay any declared dividends and other payments and consummate share repurchases, as described herein. The Bank declared $~~570~~700 million, $~~550~~570 million, and $~~700~~550 million in dividends to the Company for the years ended December 31, ~~2024~~2025, ~~2023~~2024, and ~~2022~~2023, respectively, with the proceeds primarily used to fund share repurchase programs and stock dividends. We expect that the Bank will pay dividends to the Company as may be necessary to enable the Company to pay any declared dividends on its Series B Preferred Stock and common stock and to consummate any common share repurchases by the Company under the share repurchase programs. See Item 1A. “Risk Factors — GENERAL RISKS” for possible limitations on the payments of our dividends.

Borrowings

Outstanding borrowings consist of unsecured debt and secured borrowings issued through our term ABS program and our Secured Borrowing Facility. The issuing entities for those secured borrowings are variable interest entities and are consolidated for accounting purposes. The following table summarizes our ~~secured~~ borrowings at December 31, ~~2024~~2025 and ~~2023~~2024. For additional information, see Notes to Consolidated Financial Statements, Note 1011, “Borrowings” in this Form 10-K.

	2024						2023
	2025						2024
As of December 31, (dollars in thousands)	Short-Term		Long-Term		Total		Short-Term		Long-Term		Total
Unsecured borrowings:
Unsecured debt (fixed-rate)	$	—498,415	$	~~995~~493,~~420~~415	$	~~995~~991,~~420~~830	$	—	$	~~992~~995,~~200~~420	$	~~992~~995,~~200~~420
Total unsecured borrowings	—498,415		~~995~~493,~~420~~415		~~995~~991,~~420~~830		—		~~992~~995,~~200~~420		~~992~~995,~~200~~420
Secured borrowings:
Private Education Loan term securitizations:
Fixed-rate	—		4,~~617~~174,~~743~~513		4,~~617~~174,~~743~~513		—		34,~~585~~617,~~254~~743		34,~~585~~617,~~254~~743
Variable-rate	—		~~827~~694,~~182~~566		~~827~~694,~~182~~566		—		~~650~~827,~~058~~182		~~650~~827,~~058~~182
Total Private Education Loan term securitizations	—		54,~~444~~869,~~925~~079		54,~~444~~869,~~925~~079		—		45,~~235~~444,~~312~~925		45,~~235~~444,~~312~~925
Secured Borrowing Facility	—		—		—		—		—		—
Total secured borrowings	—		54,~~444~~869,~~925~~079		54,~~444~~869,~~925~~079		—		45,~~235~~444,~~312~~925		45,~~235~~444,~~312~~925
Total	$	—498,415	$	65,~~440~~362,~~345~~494	$	65,~~440~~860,~~345~~909	$	—	$	56,~~227~~440,~~512~~345	$	56,~~227~~440,~~512~~345

Short-term Borrowings

~~Secured~~Unsecured ~~Financings~~Borrowings Transactions

On ~~June~~November 141, ~~2024~~2021, we ~~amended~~issued ~~our~~ $2500 million ~~billion~~of ~~maximum financing Secured Borrowing Facility to extend the maturity~~3.125 ~~We hold 100~~ percent ofunsecured ~~the~~Senior ~~residual~~Notes ~~interest~~due inNovember ~~the Secured Borrowing Facility trust. The amendment extended the revolving period~~2, during which we may borrow, repay, and reborrow funds, until June 13, 2025. The scheduled amortization period, during which amounts outstanding under the Secured Borrowing Facility must be repaid, ends on June 13, 2026 ~~(or earlier~~, ifat ~~certain material adverse events occur). The one-year revolving period plus the one-year amortization period results in~~ a ~~contractual~~price ~~maturity that is two years from the date~~ of ~~inception~~99.43 ~~or renewal; however, we classify advances under our Secured Borrowing Facility as short-term borrowings because it is our intention to repay those advances within one year~~percent. ~~For~~At ~~the years ended~~ December 31, ~~2024 and 2023~~2025, ~~there~~the ~~were no~~ outstanding ~~short-term~~carrying ~~borrowings under the Secured Borrowing Facility. For additional information~~value, ~~see~~net ~~Notes~~of todeferred ~~Consolidated~~financing ~~Financial Statements~~fees, ~~Note~~was ~~10, “Borrowings” in this Form 10-K~~$498 million.

2024 Form 10-K — SLM CORPORATION 74

Long-term Borrowings

Unsecured ~~Financing~~Borrowings Transactions

On ~~October~~January 2931, ~~2020~~2025, we issued ~~at par~~ $500 million of 46.2050 percent unsecured Senior Notes due ~~October~~January 2931, ~~2025.~~2030, ~~This~~at ~~unsecured~~a ~~borrowing~~price ~~remained classified as long-term as~~ of ~~December~~99.78 ~~31, 2024 in accordance with our ability and intent to refinance the debt on a long-term basis~~percent. At December 31, ~~2024~~2025, the outstanding ~~balance~~carrying ~~was $499 million. On February 18~~value, ~~2025,~~net weof ~~redeemed~~deferred ~~these~~financing ~~Senior Notes. See Notes to Consolidated Financial Statements~~fees, ~~Note~~was ~~23,~~$493 ~~“Subsequent Events” in this Form 10-K for additional information~~million.

On76 SLM ~~November~~CORPORATION 1,— ~~2021,~~2025 weForm ~~issued $500 million of 3.125 percent unsecured Senior Notes due November 2, 2026, at a price of 99.43 percent. At December 31, 2024, the outstanding balance was $496 million.~~10-K

OnSecured ~~January~~Borrowings 31, 2025, we issued $500 million of 6.50 percent unsecured Senior Notes due January 31, 2030. For additional information, see Notes to Consolidated Financial Statements, Note 23, “Subsequent Events” in this Form 10-K.Transactions

~~Secured~~The ~~Financing~~following ~~Transactions~~summarizes those Private Education Loan Trust term ABS issued in 2024 and 2025 in which we retained 100 percent of the residual class certificates.

The following summarizes those Private Education Loan Trust term ABS issued in 2023 and 2024 in which we retained 100 percent of the residual class certificates.


SMB Private Education Loan Trust	Date Closed	Loans Transferred to the Trust(1)		Notes Issued		Gross Proceeds		Weighted Average Cost of Funds(2)	Weighted Average Life of Class A and Class B Notes (in years)
(Dollars in thousands)
2024-C ABS Transaction	May 15, 2024	$	733,644	$	668,000	$	667,888	SOFR plus 1.19%	5.36
2024-E ABS Transaction	August 14, 2024	944,645		868,000		867,743		SOFR plus 1.42%	5.17
2024-F ABS Transaction	November 06, 2024	732,445		680,000		679,981		SOFR plus 1.08%	5.09
Total 2024		$	2,410,734	$	2,216,000	$	2,215,612

Loans encumbered at December 31, 2025 related to 2024 term ABS		$	2,080,180

2025-A ABS Transaction	May 07, 2025	$	576,908	$	539,000	$	538,889	SOFR plus 1.49%	5.46
Total 2025		$	576,908	$	539,000	$	538,889

Loans encumbered at December 31, 2025 related to 2025 term ABS:		$	545,900

SMB Private Education Loan Trust	Date Closed	Loans Transferred to the Trust(1)		Notes Issued		GrossProceeds		Weighted Average Cost of Funds(2)	Weighted Average Life(in years) of Class A and Class B Notes
(Dollars in thousands)
2023-A ABS Transaction	March 15, 2023	$	644,573	$	579,000	$	571,910	SOFR plus 1.53%	5.06
2023-C ABS Transaction	August 16, 2023	647,934		568,000		567,881		SOFR plus 1.69%	4.93
Total 2023		$	1,292,507	$	1,147,000	$	1,139,791
2024-C ABS Transaction	May 15, 2024	$	733,644	$	668,000	$	667,888	SOFR plus 1.19%	5.36
2024-E ABS Transaction	August 14, 2024	944,645		868,000		867,743		SOFR plus 1.42%	5.17
2024-F ABS Transaction	November 6, 2024	732,445		680,000		679,981		SOFR plus 1.08%	5.09
Total 2024		$	2,410,734	$	2,216,000	$	2,215,612

(1)Represents principal and capitalized interest.

(1)The transfer of such loans did not qualify for sale treatment and thus remain on our consolidated balance sheet. At December 31, 2024, the following Private Education Loan amounts remain encumbered related to these transactions:

SMB Private Education Loan Trust	Loan Principal		Capitalized Interest		Total Loans
(Dollars in thousands)
2023-A ABS Transaction	$	484,551	$	32,856	$	517,407
2023-C ABS Transaction	516,507		35,287		551,794
Total 2023	$	1,001,058	$	68,143	$	1,069,201
2024-C ABS Transaction	$	646,550	52,968		$	699,518
2024-E ABS Transaction	841,355		69,238		910,593
2024-F ABS Transaction	662,361		55,131		717,492
Total 2024	$	2,150,266	177,337		$	2,327,603

(2)Represents SOFR equivalent cost of funds for variable and fixed-rate bonds, excluding issuance costs.

Pre-2024 ~~Form 10-K — SLM CORPORATION 75~~Transactions

~~Pre-2023~~Prior ~~Transactions~~to 2024, we executed a total of $11.53 billion in ABS transactions that were accounted for as secured borrowings. At December 31, 2025, $3.93 billion of our Private Education Loans, including $3.81 billion of principal and $116 million in capitalized interest, were encumbered as a result of these transactions.

~~Prior~~Secured toBorrowing 2023, we executed a total of $10.38 billion in ABS transactions that were accounted for as secured financings. At December 31, 2024, $3.74 billion of our Private Education Loans, including $3.63 billion of principal and $107 million in capitalized interest, were encumbered as a result of these transactions. Facility

On June 13, 2025, we amended our Secured Borrowing Facility to increase the amount that may be borrowed under the facility from $2 billion to $2.5 billion and extended the maturity. We hold 100 percent of the residual interest in the Secured Borrowing Facility Trust. The amendment extended the revolving period, during which we may borrow, repay, and reborrow funds, until June 12, 2026. The scheduled amortization period, during which amounts outstanding under the Secured Borrowing Facility must be repaid, ends on June 12, 2027 (or earlier, if certain material adverse events occur). The one-year revolving period plus the one-year amortization period results in a contractual maturity that is two years from the date of inception or renewal. For the years ended December 31, 2025 and 2024, there were no outstanding borrowings under the Secured Borrowing Facility. For additional information, see Notes to Consolidated Financial Statements, Note 11, “Borrowings” in this Form 10-K.

Other Borrowing Sources

We maintain discretionary uncommitted Federal Funds lines of credit with various correspondent banks, which totaled $125 million at December 31, ~~2024~~2025. The interest rate we are charged on these lines of credit is priced at Fed Funds plus a spread at the time of borrowing, and is payable daily. We did not utilize these lines of credit in the years ended December 31, ~~2024~~2025 and ~~2023~~2024.

We established an account at the FRB to meet eligibility requirements for access to the Primary Credit borrowing facility at the FRB’s Discount Window (the “Window”). The Primary Credit borrowing facility is a lending program available to depository institutions that are in generally sound financial condition. All borrowings at the Window must be fully collateralized. We can pledge asset-backed and mortgage-backed securities, as well as Private Education Loans, to the FRB as collateral for borrowings at the Window. Generally, collateral value is assigned based on the estimated fair value of the pledged assets. At December 31, 2024 and December 31, 2023, the value of our pledged collateral at the FRB was $2.2 billion and $1.6 billion, respectively. The interest rate charged to us is the discount rate set by the FRB. We did not utilize this facility in the years ended December 31, 2024 and 2023.

2025 Form 10-K — SLM CORPORATION 77

of the pledged assets. At December 31, 2025 and December 31, 2024, the value of our pledged collateral at the FRB was $2.5 billion and $2.2 billion, respectively. The interest rate charged to us is the discount rate set by the FRB. We did not utilize this facility in the years ended December 31, 2025 and 2024.

Contractual Loan Commitments

When we approve a Private Education Loan at the beginning of an academic year, that approval may cover the borrowing for the entire academic year. As such, we do not always disburse the full amount of the loan at the time of such approval, but instead have a commitment to fund a portion of the loan at a later date (usually at the start of the second semester or subsequent trimesters). We estimate expected credit losses over the contractual period in which we are exposed to credit risk via a contractual obligation to extend credit, unless that obligation is unconditionally cancellable by us. At December 31, ~~2024~~2025, we had $2.34 billion of outstanding contractual loan commitments which we expect to fund during the remainder of the ~~2024/~~2025/2026 academic year, including $523 million of contractual loan commitments associated with loans classified as held for sale. At December 31, ~~2024~~2025, we had ana $8577 million reserve recorded in “Other Liabilities” to cover lifetime expected credit losses on ~~the~~ unfunded commitments.

Contractual Cash Obligations

In addition to our contractual loan commitments, we have certain other contractual cash obligations and commitments. These include contractual principal obligations associated with long-term Bank deposits, secured borrowings, unsecured debt, and lease obligations. Our material contractual cash obligations relate to Bank deposits. At December 31, ~~2024~~2025, we had $7.85 billion of principal obligations related to Bank deposits due in the next year, and $7.75 billion due thereafter. At December 31, ~~2024~~2025, our contractual cash obligations due in the next year for secured borrowings, unsecured debt, and lease obligations were $~~824~~782 million, $500 million, and $7 million, respectively, and our contractual cash obligations due thereafter for our secured borrowings, unsecured debt, and lease obligations were $4.61 billion, $500 million, and $2720 million, respectively.

Common Stock

Our ~~shareholders~~governing ~~have~~documents ~~authorized~~permit the issuance of up to 1.125 billion shares of common stock (par value of $0.20). At December 31, ~~2024~~2025, ~~210~~199 million shares were issued and outstanding and 3331 million shares were unissued but encumbered for outstanding stock options, restricted stock, restricted stock units, performance stock units, and dividend equivalent units for employee compensation and remaining authority for stock-based compensation plans. See Notes to Consolidated Financial Statements, Note 1213, “Stockholders’ Equity” in this Form 10-K for additional details.

~~2024~~78 SLM CORPORATION — 2025 Form 10-K ~~— SLM CORPORATION 76~~

Critical Accounting ~~Policies and~~ Estimates

Management’s Discussion and Analysis of Financial Condition and Results of Operations addresses our consolidated financial statements, which have been prepared in accordance with GAAP. Notes to Consolidated Financial Statements, Note 2, “Significant Accounting Policies” in this Form 10-K includes a summary of the significant accounting policies and methods used in the preparation of our consolidated financial statements. The preparation of these financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the reported amounts of income and expenses during the reporting periods. Actual results may differ from these estimates under varying assumptions or conditions. On a quarterly basis, management evaluates its estimates, particularly those that include the most difficult, subjective, or complex judgments and are often about matters that are inherently uncertain. The most significant judgments, estimates, and assumptions relate to the following critical accounting ~~policies~~estimates that are discussed in more detail below.

Allowance for Credit Losses

We maintain an allowance for credit losses for the lifetime expected credit losses on loans in our portfolios, as well as for future loan commitments, at the reporting date.

In determining the lifetime expected credit losses on our Private Education Loan portfolio loan segments, we use a discounted cash flow method. This method requires us to project future principal and interest cash flows on our loans in those portfolios.

To estimate the future expected cash flows, we use statistical loan-level models that consider life of loan expectations for defaults, prepayments, recoveries, and any other qualitative adjustments deemed necessary, to determine the adequacy of the allowance at each balance sheet date. These cash flows are discounted at the loan’s effective interest rate to calculate the present value of those cash flows. Management adjusts the effective interest rate used to discount expected cash flows to incorporate expected prepayments. The difference between the present value of those cash flows and the amortized cost basis of the underlying loans is the allowance for credit losses. Entities that measure credit losses based on the present value of expected future cash flows are permitted to report the entire change in present value as credit loss expense, but may alternatively report the change in present value due to the passage of time as interest income. We have elected to report the entire change in present value as credit loss expense.

We estimate future default rates used in our current expected credit losses at a loan level using historical loss experience, current borrower characteristics, current conditions, and economic factors forecasted over a reasonable and supportable period. At the end of the reasonable and supportable forecast period, we immediately revert our forecasted economic factors to long-term historical averages. We estimate future prepayment speeds used in our current expected credit losses at a loan level using historical prepayment experience, current borrower characteristics, current conditions, and economic factors forecasted over a reasonable and supportable period.

The reasonable and supportable forecast period is meant to represent the period in which we believe we can estimate the impact of forecasted economic factors in our expected losses. We use a two-year reasonable and supportable forecast period, although this period is subject to change as our view evolves on our ability to reasonably forecast economic conditions to estimate future losses.

In estimating future default rates and prepayment speeds in our current expected credit losses, we use a combination of expected economic scenarios coupled with our historical experience and adjust for any qualitative factors (as described below). We also develop an adverse and favorable economic scenario. At each reporting date, we determine the appropriate weighting of these alternate scenarios based upon the current economic conditions and our view of the risks of alternate outcomes. This weighting of expectations is used in calculating our current expected credit losses recorded each period.

We obtain forecasts for ~~these~~our ~~inputs~~expected loss model from ~~Moody’s~~an ~~Analytics.~~external ~~Moody’s~~economic ~~Analytics~~data provider who provides a range of economic forecasts ~~for each of these inputs~~ with various likelihoods of occurrence. WeManagement ~~determine~~reviews ~~which forecasts we will include in our estimation of allowance for credit losses~~ and weighs the ~~associated~~economic ~~weightings~~forecasts for each of these inputs. Atto ~~December~~calculate ~~31,~~our ~~2024,~~allowance ~~December~~for ~~31,~~credit ~~2023,~~losses. ~~and~~Our ~~December~~forecasting ~~31,~~process ~~2022,~~reflects wemanagement’s ~~used~~continuous ~~the~~review ~~Baseline~~of ~~(50th~~forecasting ~~percentile~~assumptions ~~likelihood~~and ofmodel ~~occurring)/S1~~inputs ~~(stronger~~and ~~near-term~~is ~~growth~~consistent ~~scenario~~with -our 10internal ~~percent~~governance, ~~likelihood~~risk ofmanagement ~~occurring)/S3~~framework ~~(unfavorable~~and ~~(or~~CECL ~~downside)~~methodologies. ~~scenario~~Management -continues 10to ~~percent~~review ~~likelihood~~both ofthe ~~occurring)~~ scenarios and ~~weighted~~their ~~them~~respective 40weightings ~~percent,~~each 30quarter ~~percent,~~in ~~and~~determining 30the ~~percent,~~allowance ~~respectively.~~for ~~Management~~credit ~~reviews~~losses. ~~both~~The ~~the~~most ~~scenarios~~recent ~~and~~adjustment ~~their~~to ~~respective~~scenario weightings ~~each~~occurred ~~quarter~~ in ~~determining~~ the ~~allowance~~first ~~for~~quarter ~~credit~~of ~~losses~~2025.

2025 Form 10-K — SLM CORPORATION 79

In estimating recoveries, we use both estimates of what we expect to receive from the sale of defaulted loans as well as historical borrower payment behavior to estimate the timing and amount of future recoveries on charged-off loans.

~~2024~~In ~~Form~~addition 10to the above modeling approach, we also take certain other qualitative factors into consideration when calculating the allowance for credit losses, which could result in management overlays (increases or decreases to the allowance for credit losses). These management overlays can encompass a broad array of factors not captured by model inputs, including, but not limited to, changes in lending policies and procedures, including changes in underwriting standards, changes in servicing policies and collection administration practices, including changes we have implemented to our loan modification programs, state law changes that could impact servicing and collection practices, charge-Koffs, —recoveries ~~SLM~~not ~~CORPORATION 77~~already included in the analysis, the effect of other external factors such as shifts in the macroeconomic environment or legal and regulatory requirements that impact the level of estimated current expected credit losses or prepayments, the performance of the model over time versus actual losses, and any other operational or regulatory changes that could materially affect our estimate of future losses.

In addition to the above modeling approach, we also take certain other qualitative factors into consideration when calculating the allowance for credit losses, which could result in management overlays (increases or decreases to the allowance for credit losses). These management overlays can encompass a broad array of factors not captured by model inputs, including, but not limited to, changes in lending policies and procedures, including changes in underwriting standards, changes in servicing policies and collection administration practices, including the loan modification program changes implemented in the fourth quarter of 2023, state law changes that could impact servicing and collection practices, charge-offs, recoveries not already included in the analysis, the effect of other external factors such as legal and regulatory requirements on the level of estimated current expected credit losses, the performance of the model over time versus actual losses, and any other operational or regulatory changes that could affect our estimate of future losses.

The evaluation of the allowance for credit losses is inherently subjective, as it requires material estimates that may be susceptible to significant changes. If actual future performance in delinquency, charge-offs, and recoveries is significantly different than estimated, or management assumptions or practices were to change, this could materially affect the estimate of the allowance for credit losses, the timing of when losses are recognized, and the related provision for credit losses in our consolidated statements of income.

When calculating our allowance for credit losses and liability for unfunded commitments, we incorporate several inputs that are subject to change period to period. These include, but are not limited to, CECL model inputs and any overlays deemed necessary by management. The most impactful CECL model inputs include:

•Economic forecasts;

•Weighting of economic forecasts; and

•Recovery rates.

Of the model inputs outlined above, economic forecasts, weighting of economic forecasts, and recovery rates are subject to estimation uncertainty, and changes in these inputs could have a material impact to our allowance for credit losses and the related provision for credit losses.

In 2023, we experienced slower prepayment rates due to the ~~fourth~~rising ~~quarter~~interest ofrate ~~2022~~environment. Historically, wewhen ~~changed~~rates ~~our~~rise, ~~loss~~loan ~~model~~prepayments generally decline due to ~~include~~a ~~forecasts~~reduction in consolidation activity of ~~college~~our ~~graduate~~borrowers ~~unemployment,~~to ~~retail~~third ~~sales~~party lenders, and ~~median~~when ~~family~~rates ~~income~~decline, loan prepayments generally rise due to an increase in ~~determining~~consolidation ~~the~~activity ~~adequacy~~of our borrowers to third party lenders. During 2023, our estimates of future prepayment speeds reflected the ~~allowance~~then ~~for~~current ~~credit~~interest ~~losses.~~rate ~~Prior~~environment toand ~~this~~future ~~change,~~expectations weof ~~included~~increased ~~forecasts~~prepayment speeds in line with market expectations of ~~college~~a ~~graduate~~decline ~~unemployment~~in ~~and~~interest rates based on the ~~Consumer~~scenarios ~~Price~~produced ~~Index~~by inan ~~our~~external data provider described above. Slower prepayment speeds increase the allowance for credit losses because the loss ~~forecasting~~rates ~~models~~applied in the future periods are applied to higher loan balances.

In ~~2023,~~the wesecond ~~experienced~~quarter ~~slower~~of ~~prepayment~~2024, ~~rates~~we ~~due~~implemented toa ~~the~~loan-level ~~rising~~future ~~interest~~default rate ~~environment. Historically,~~model ~~when~~that ~~rates~~includes ~~rise,~~current ~~loan~~portfolio ~~prepayments~~characteristics ~~decline~~and ~~due~~forecasts toof areal ~~reduction~~gross indomestic ~~consolidation~~product ~~activity~~and ofcollege ~~our~~graduate ~~borrowers~~unemployment. toIn ~~third~~the ~~party~~second ~~lenders~~quarter of 2024, ~~and~~we ~~when~~also ~~rates~~implemented ~~decline,~~a ~~loan~~future ~~prepayments~~prepayment ~~rise~~speeds ~~due~~model to aninclude ~~increase~~forecasts inof ~~consolidation~~real ~~activity~~gross ofdomestic ~~our~~product, ~~borrowers~~retail tosales, ~~third~~SOFR, ~~party~~and ~~lenders~~the U.S. ~~During~~10-year ~~2023,~~treasury ~~our~~rate. ~~estimates~~These ofmodels ~~future~~reduced ~~prepayment~~the ~~speeds~~reliance ~~reflected~~on ~~the~~certain ~~then~~qualitative ~~current~~overlays ~~interest~~compared ~~rate~~to ~~environment~~the ~~and~~previous ~~future~~default ~~expectations~~rate ofand ~~increased~~ prepayment speeds inmodels. ~~line~~Prior ~~with~~to ~~market~~these ~~expectations~~changes, ofour adefault ~~decline~~rate inand ~~interest~~prepayment ~~rates~~speeds ~~based~~models onused ~~the~~forecasts ~~scenarios~~of ~~produced~~college bygraduate ~~Moody's~~unemployment, ~~Analytics~~retail ~~described~~sales, ~~above.~~home ~~Slower~~price ~~prepayment~~index, ~~speeds~~and ~~increase~~median family income. Both the ~~allowance~~future ~~for~~default ~~credit~~rate ~~losses~~model ~~because~~and the ~~loss~~future ~~rates~~prepayment ~~applied~~speeds model are used in determining the ~~future~~adequacy ~~periods~~of ~~are~~the ~~applied~~allowance tofor ~~higher~~credit ~~loan balances~~losses.

In80 SLM ~~the~~CORPORATION ~~second~~— ~~quarter~~2025 ofForm 2024, we implemented a loan-level future default rate model that includes current portfolio characteristics and forecasts of real gross domestic product and college graduate unemployment. In the second quarter of 2024, we also implemented a future prepayment speeds model to include forecasts of real gross domestic product, retail sales, SOFR, and the U.S. 10-year treasury rate. These models reduce the reliance on certain qualitative overlays compared to the previous default rate and prepayment speeds models. Prior to these changes, our default rate and prepayment speeds models used forecasts of college graduate unemployment, retail sales, home price index, and median family income. Both the future default rate model and the future prepayment speeds model are used in determining the adequacy of the allowance for credit losses. The combined impact upon implementation of these model enhancements and the changes in the related qualitative overlays did not have a material impact on the overall level of our allowance for credit losses.K

~~2024~~To ~~Form~~demonstrate 10the sensitivity of the allowance for credit losses for our Private Education Loan portfolio to a more pessimistic forecast of expected economic outcomes, we considered what our allowance for credit losses would be if we applied a 100 percent probability weighting to the S3 unfavorable (or downside/90th percentile) scenario (with a concurrent 0 percent weighting for both the Baseline and S1 stronger near-Kterm —growth ~~SLM~~scenarios) ~~CORPORATION 78~~under the range of scenarios noted above. Excluding consideration of qualitative adjustments, this sensitivity analysis would result in a hypothetical increase in our allowance for credit losses as of December 31, 2025 of $196 million or 12.9 percent. In addition, we also considered a 100 percent probability weighting to the S4 unfavorable (or downside/96th percentile) scenario (with a concurrent 0 percent weighting for both the Baseline and S1 stronger near-term growth scenarios) under the range of scenarios noted above. Excluding consideration of any qualitative adjustments, this sensitivity analysis would result in a hypothetical increase in our allowance for credit losses as of December 31, 2025 of $298 million or 19.6 percent. These scenarios do not reflect our current expectations as of December 31, 2025, nor do they capture other qualitative adjustments or all the potential unknown variables that could arise in the forecast periods, but they provide an approximation of possible outcomes under hypothetical pessimistic conditions. The estimated impacts were calculated for the two-year reasonable and supportable periods, but were not calculated for the remaining periods since long-term assumptions used to calculate the allowance for the remaining periods are based on longer term averages and only change when we determine there is a fundamental change that will affect the long-term rate.

ToEstimates ~~demonstrate~~are ~~the~~also ~~sensitivity~~made ofon ~~the allowance for credit losses for~~ our Private Education ~~Loan~~Loans ~~portfolio~~regarding towhen aeach ~~more~~borrower ~~pessimistic~~will ~~forecast~~separate offrom expected economic outcomes, we considered what our allowance for credit losses would be if we applied a 100 percent probability weighting to the S3 unfavorable (or downside/90th percentile) scenario (with a concurrent 0 percent weighting for both the Baseline and S1 stronger near-term growth scenarios) under the range of scenarios noted aboveschool. ~~Excluding~~The ~~consideration~~cash offlow ~~qualitative~~timing ~~adjustments, this sensitivity analysis would result in a hypothetical increase in our allowance for credit losses as~~ of ~~December~~when ~~31, 2024 of $177 million or 11.6 percent. In addition, we also considered~~ a ~~100~~borrower ~~percent~~will ~~probability~~begin ~~weighting~~making tofull ~~the~~principal ~~S4 unfavorable (or downside/96th percentile) scenario (with a concomitant 0 percent weighting for both the Baseline~~ and S1interest ~~stronger~~payments ~~near-term~~is ~~growth~~dependent ~~scenarios)~~upon ~~under~~when the ~~range~~student ofeither ~~scenarios~~graduates noted above. Excluding consideration of qualitative adjustments, this sensitivity analysis would result in a hypothetical increase in our allowance for credit losses as of December 31, 2024 of $274 million or ~~18.0~~leaves ~~percent~~school. These ~~scenarios~~dates docan ~~not~~change ~~reflect~~based ~~our~~upon ~~current~~many ~~expectations~~factors. asWe ofreceive ~~December~~information ~~31,~~regarding ~~2024,~~projected ~~nor~~graduation dodates ~~they~~from ~~capture~~a ~~other~~third-party qualitative adjustments or all the potential unknown variables that could arise in the forecast periods, but they provide an approximation of possible outcomes under hypothetical pessimistic conditionsclearinghouse. The ~~estimated~~separation ~~impacts~~from ~~were~~school ~~calculated~~date ~~for~~is ~~the~~updated ~~two-year~~quarterly ~~reasonable and supportable periods, but were not calculated for the remaining periods since long-term assumptions used to calculate the allowance for the remaining periods are~~ based on ~~longer~~updated ~~term~~information ~~averages~~received ~~and~~from ~~only change when we determine there is a fundamental change that will affect~~ the ~~long-term rate~~clearinghouse.

~~Below~~Additionally, when we ~~describe~~have ina ~~further~~contractual ~~detail~~obligation ~~our~~to ~~policies~~fund ~~and~~a ~~procedures~~loan ~~for~~or a portion of a loan at a later date, we make an estimate regarding the ~~allowance~~percentage ~~for~~of ~~credit~~this ~~losses~~obligation asthat ~~they~~will ~~relate~~be tofunded. ~~our~~This ~~Private~~estimate ~~Education~~is ~~Loan~~based ~~portfolio~~on historical experience. ~~During~~For unfunded commitments, we recognize the ~~fourth~~related ~~quarter~~life of ~~2024~~loan allowance as a liability. Once the loan is funded, wethat ~~sold~~liability ~~our~~transfers ~~remaining~~to ~~FFELP~~the allowance for Private Education Loan ~~portfolio~~losses. For newly originated loans that will be sold to anstrategic ~~unaffiliated~~partners, ~~third~~due ~~party.~~to ~~During~~the near-term timing of the ~~third~~loan ~~quarter~~sale and credit quality of ~~2022~~the loans, we ~~reclassified~~believe ~~our~~there ~~Credit~~is ~~Card~~no ~~loan~~risk ~~portfolio~~of tocredit ~~loans~~loss ~~held-for-sale~~ and ~~subsequently~~do ~~sold~~not record an allowance for the ~~Credit~~unfunded ~~Card~~loan ~~portfolio~~commitments related to athe ~~third~~loans ~~party~~classified inas ~~May~~held ~~2023~~for sale.

Allowance for Private Education Loan Losses

In addition to the key assumptions/estimates described above, some estimates are unique to our Private Education Loan portfolio. Estimates are made on our Private Education Loans regarding when each borrower will separate from school. The cash flow timing of when a borrower will begin making full principal and interest payments is dependent upon when the student either graduates or leaves school. These dates can change based upon many factors. We receive information regarding projected graduation dates from a third-party clearinghouse. The separation from school date is updated quarterly based on updated information received from the clearinghouse.

Additionally, when we have a contractual obligation to fund a loan or a portion of a loan at a later date, we make an estimate regarding the percentage of this obligation that will be funded. This estimate is based on historical experience. For unfunded commitments, we recognize the related life of loan allowance as a liability. Once the loan is funded, that liability transfers to the allowance for Private Education Loan losses.

2024 Form 10-K — SLM CORPORATION 79

Key Credit Quality Indicators - Private Education Loans

We determine the collectability of our Private Education Loan portfolio by evaluating certain risk characteristics. We consider credit score at original approval and periodically refreshed/updated credit scores through the loan’s term, existence of a cosigner, loan status, and loan seasoning as the key credit quality indicators because they have the most significant effect on the determination of the adequacy of our allowance for credit losses. Credit scores are an indicator of the creditworthiness of borrowers, and the higher the credit scores the more likely it is the borrowers will be able to make all of their contractual payments. Loan status affects the credit risk because a past due loan is more likely to result in a credit loss than a current loan. Additionally, loans in the deferred payment status have different credit risk profiles compared with those in current pay status. Loan seasoning affects credit risk because a loan with a history of making payments generally has a lower incidence of default than a loan with a history of making infrequent or no payments. The existence of a cosigner lowers the likelihood of default as well. We monitor and update these credit quality indicators in the analysis of the adequacy of our allowance for credit losses on a quarterly basis.

In the second quarter of 2023, we changed how we collect on defaulted loans. Previously, we used a mix of in-house collectors and sales to third parties. We continue to sell a segment of defaulted loans immediately after charge-off but no longer sell retained defaulted loans (that have been subject to internal collection attempts for six months) to third parties and instead continue our collection efforts using in-house collectors and third-party collectors. ~~This improved our estimate of recovery rates for the year ended December 31, 2023.~~ When we estimate the timing and amount of future recoveries on charged-off loans, we no longer include expectations of future sales on retained defaulted loans. We continue to monitor how we collect on defaulted loans and may modify the approach from time to time based on performance, industry conventions, and/or regulatory feedback.

~~For~~Private ~~December~~Education ~~31,~~Loans ~~2022,~~generally wedo ~~used~~not ~~both~~require anborrowers ~~estimate~~to ofbegin ~~recovery~~principal ~~rates~~and interest repayment until at least six months after the borrowers have graduated or otherwise separated from school. Consequently, the loss estimates for these loans are generally low while the borrower is in~~-house~~ ~~collections~~school asand ~~well~~then asincrease ~~expectations~~upon the end of ~~future~~the ~~sales~~grace ofperiod ~~defaulted~~after ~~loans~~separation tofrom ~~estimate~~school. ~~the~~At ~~timing~~December 31, 2025 and ~~amount~~2024, 25 percent and 26 percent, respectively, of ~~future~~the ~~recoveries~~principal onbalance ~~charged~~of the Private Education Loan portfolio was related to borrowers who were then in an in-~~off~~school ~~loans~~(fully deferred), grace, or other deferment status and not required to make payments.

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