Graham Peter M 4

What Happened

• Peter M. Graham, EVP and CFO of SLM Corp (SLM), had 3,614 shares withheld by the company on Feb 16, 2026 to satisfy tax withholding obligations tied to vested RSUs. The withheld shares were valued at approximately $86,881 based on a per-share price of $24.04.
• These withholding shares came from a larger RSU vest: 11,159 shares vested on Feb 16, 2026 pursuant to a Feb 16, 2024 grant that vests in one-third increments in 2025, 2026 and 2027.

Key Details

• Transaction date: Feb 16, 2026; withholding price reported: $24.04 per share; 3,614 shares withheld; total value ≈ $86,881.
• Underlying award: RSUs granted Feb 16, 2024; 11,159 shares vested on Feb 16, 2026 (one of the scheduled tranches).
• Footnotes: F1 explains the RSU grant and withholding to satisfy tax obligations; F2 notes inclusion of Dividend Equivalent Units related to those RSUs.
• Shares owned after the transaction: not specified in the filing.
• Filing timeliness: Period of report Feb 16, 2026; Form 4 filed Feb 18, 2026 — appears timely (filed within the Form 4 reporting window).
• Transaction code: "F" — indicates shares were withheld to cover tax liabilities (not an open-market sale or purchase).

Context

• This was a routine tax-withholding event following RSU vesting (a common cashless method where the company retains shares to cover taxes). It is not an open-market sale signaling a change in conviction; rather it reduces the net shares delivered to the insider after vesting.
• For investors tracking insider activity, purchases and discretionary open-market sales can be more informative about sentiment; withholding events primarily document compensation-related tax handling.