Palmer Kerri A. 4

What Happened Kerri A. Palmer, Executive Vice President & Chief Operational Officer of SLM Corporation (SLM), had restricted stock units (RSUs) vest in mid-February 2026. As part of the vesting, the company withheld 18,201 shares to satisfy the reporting person's tax withholding obligations. The withholdings were reported as dispositions (Form 4 code F) with an aggregate value of approximately $435,403.

• Feb 16, 2026: 2,849 shares withheld at $24.04 each = $68,490
• Feb 17, 2026: 12,221 shares withheld at $23.90 each = $292,082
• Feb 17, 2026: 3,131 shares withheld at $23.90 each = $74,831

Key Details

• Filing date: 2026-02-18; Report period includes transactions on 2026-02-16 and 2026-02-17. Filing appears timely.
• Transaction code: F — payment of exercise price or tax liability (shares withheld by the company). This typically reflects tax withholding on vested RSUs rather than an open-market sale initiated by the insider.
• Underlying grants / vesting:
  • Grant dated Feb 16, 2024: 8,613 shares vested Feb 16, 2026; 2,849 withheld (F1).
  • Grant(s) dated Feb 17, 2023: 34,671 shares vested Feb 17, 2026; 12,221 withheld (F3). Another tranche of 10,401 vested Feb 17, 2026; 3,131 withheld (F4).
  • Dividend Equivalent Units are included in these RSUs (F2).
• Shares owned after the transactions: Not specified in the provided filing details.

Context

• This is a routine tax-withholding action tied to RSU vesting (a cashless withholding), not necessarily a market-sale signal. Purchases tend to be more informative as a bullish signal; withheld shares to cover taxes are common and do not indicate the insider actively selling shares for cash.
• No late-filing indication in the supplied data; the Form 4 was filed two days after the first vesting date.