SLM Corp 8-K

What Happened

• SLM Corporation announced it closed an offering on May 15, 2026 of $500,000,000 aggregate principal amount of 6.495% Fixed-to-Floating Rate Senior Notes due May 15, 2032. The Notes were issued under the company’s existing indenture (Deutsche Bank National Trust Company, trustee) and a fifth supplemental indenture dated May 15, 2026.
• The Notes pay 6.495% interest per year from May 15, 2026 through (but excluding) May 15, 2031 (semi‑annual payments on May 15 and November 15, beginning November 15, 2026). From May 15, 2031 to maturity the Notes pay a floating rate equal to the applicable Benchmark plus 271 basis points, payable quarterly.
• SLM intends to use the net proceeds to fund a tender offer to purchase its outstanding 3.125% senior notes due 2026 (the “2026 Notes”), plus accrued interest and related fees; any remaining proceeds will be used to repay at maturity any 2026 Notes not repurchased. The company expects to satisfy and discharge the indenture governing the 2026 Notes as it applies to those notes.

Key Details

• Offering size: $500,000,000 principal amount of senior notes; maturity: May 15, 2032.
• Interest: 6.495% fixed through May 15, 2031 (semi‑annual payments); floating thereafter at Benchmark + 271 bps (quarterly payments).
• Redemption/put: Company may redeem notes (in whole or part) at specified redemption prices; on certain change‑of‑control events holders can require the company to purchase notes at 101% of principal plus accrued interest.
• Underwriting: Underwriting agreement dated May 6, 2026 with J.P. Morgan Securities LLC and Barclays Capital Inc.; legal opinion from Davis Polk & Wardwell LLP is included in the filing.

Why It Matters

• This transaction refinances near‑term obligations: proceeds are targeted to buy back or repay the company’s 2026 notes, shifting debt maturity out to 2032.
• The note structure moves from a fixed rate to a floating rate in 2031, which changes SLM’s future interest‑rate exposure (fixed cost now, variable later).
• Redemption rights and the change‑of‑control put are key protections and terms investors should note when assessing credit and liquidity risk for these new notes.