Jafarieh Nicolas 4

What Happened
Nicolas Jafarieh, Executive Vice President — Legal, Government & Community Affairs at SLM Corporation, had RSUs vest in mid‑February 2026 and the company withheld shares to satisfy tax withholding obligations. On Feb 16, 2026, 8,156 RSUs vested and 2,903 shares were withheld at $24.04 each (value $69,788). On Feb 17, 2026, 12,337 RSUs vested and 3,973 shares were withheld at $23.90 each (value $94,955). Total vested: 20,493 RSUs; total withheld for taxes: 6,876 shares (total value ≈ $164,743). These transactions are tax-withholding dispositions (Form 4 code F), not open-market sales.

Key Details

• Transaction dates and amounts:
  • 2026-02-16: 2,903 shares withheld @ $24.04 = $69,788 (code F)
  • 2026-02-17: 3,973 shares withheld @ $23.90 = $94,955 (code F)
• Vesting details:
  • RSUs granted 02/16/2024: 8,156 vested on 02/16/2026 (2,903 withheld)
  • RSUs granted 02/17/2023: 12,337 vested on 02/17/2026 (3,973 withheld)
  • Total vested across the two dates: 20,493 RSUs
• Footnotes:
  • F2: Includes Dividend Equivalent Units associated with the RSUs.
  • Withheld shares were used to satisfy tax obligations (routine withholding).
• Shares owned after transaction: Not specified in the provided filing excerpt.
• Timeliness: Report filed 2026-02-18 for transactions on 02/16 and 02/17/2026 — appears timely.

Context

• Code F indicates shares were withheld to cover tax liabilities upon RSU vesting; this is a common administrative action and is different from an insider selling shares on the open market. These filings record beneficial ownership changes but do not, by themselves, imply a bullish or bearish signal.