Witter Jonathan W. 4

What Happened
Jonathan W. Witter, CEO and director of SLM Corp (SLM), had a total of 54,333 shares withheld by the company to satisfy tax-withholding obligations when RSUs vested. On Feb 16, 2026, 18,829 shares were withheld at $24.04 (≈ $452,649). On Feb 17, 2026, 35,504 shares were withheld at $23.90 (≈ $848,546). Combined, the withheld shares are valued at roughly $1.30 million. These withholdings are recorded as dispositions (transaction code F) on the Form 4 but reflect tax withholding on vested restricted stock units rather than open-market sales.

Key Details

• Transaction dates and prices:
  • Feb 16, 2026: 18,829 shares withheld @ $24.04 — $452,649 (rounded)
  • Feb 17, 2026: 35,504 shares withheld @ $23.90 — $848,546 (rounded)
• Total withheld: 54,333 shares; total value ≈ $1,301,195.
• Shares owned after transaction: not disclosed in the information provided in this summary.
• Footnotes:
  • F1: RSUs granted Feb 16, 2024 vest one‑third on Feb 16 of 2025, 2026, 2027; 49,787 shares vested on Feb 16, 2026, of which 18,829 were withheld for taxes.
  • F3: RSUs granted Feb 17, 2023 vest one‑third on Feb 17 of 2024, 2025, 2026; 70,865 shares vested on Feb 17, 2026, of which 35,504 were withheld for taxes.
  • F2: Dividend equivalent units are included with these RSUs.
• Filing: Report filed Feb 18, 2026 for vesting events on Feb 16–17, 2026 (filed within the typical 2‑business‑day window).

Context
These transactions are routine tax withholdings associated with RSU vesting (not active open-market sales). The filings show vested awards from prior RSU grants (2023 and 2024 grants vesting in one‑third tranches). Withholding dispositions reduce the number of shares delivered to the insider but do not necessarily indicate a deliberate decision to sell stock for investment reasons.