What changed in this filing

/stocks — the workspaceLOADING

Item 1A. Risk Factors

2026-02-19 compared with 2025-02-20 · 196 added, 130 removed, 333 unchanged (49% of the section changed)

3 unchanged sentences

Additional discussion of the risks summarized in this risk factor summary, and other risks that we face, can be found below and should be carefully considered, together with other information in this Form 10-K and our other filings with the SEC, before making an investment decision regarding our securities.

• Our product offerings are primarily concentrated in loan products for higher education and deposit products for online depositors.

Such concentrations and the competitive environment for those products subject us to risks that could adversely affect our financial position.

• Our core product offerings are concentrated in Private Education Loan products and services.

Such concentrations and the competitive environment for those products and services subject us to risks that could adversely affect our financial position.

• Consumer access to alternative means of financing the costs of education and other factors may reduce demand for, or adversely affect our ability to retain, Private Education Loans, which could have a material adverse effect on us.

• Consolidation or refinancing of existing Private Education Loans could have a material adverse effect on our business, financial condition, results of operations, and/or cash flows.

• Our deposit funding base is primarily concentrated in online deposit products, including high-yield savings accounts, money market accounts, and certificates of deposit.

This concentration subjects us to risks that could adversely affect our liquidity, funding costs, and overall financial condition.

• A deterioration in economic or macroeconomic conditions, or instability in the macroeconomic environment, could have a material adverse effect on our business, financial condition, and/or results of operations.

• Defaults on our loans could adversely affect our business, financial condition, results of operations, and/or cash flows.

5 unchanged sentences

• Our use of derivatives to manage interest rate sensitivity exposes us to credit and market risk that could have a material adverse effect on our earnings.

• The trailing effects of the discontinuance of LIBOR could adversely affect our business and financial results.

• Our ability to achieve our business goals will be heavily reliant on our ability to obtain deposits, obtain funding through asset-backed securitizations, and sell loans at attractive prices to help fund share repurchase programs and other activities.

13 unchanged sentences

• Failure or significant interruption of our operating systems or infrastructure or the inability to adapt to changes could disrupt our business, cause significant losses, result in regulatory action or litigation, or damage our reputation.

• We could lose market share if we are not able to keep pace with rapid changes in technology.

• We could lose market share if we are not able to keep pace with rapid changes in technology (including AI).

• We depend on secure information technology and a breach of those systems or those of third-party vendors could materially adversely affect us and lead to significant financial, legal, and reputational exposure.

3 unchanged sentences

• Our business operations and those of our third-party vendors may be adversely impacted by unpredictable catastrophic events.

• New lines of business and our ability to successfully make acquisitions are subject to significant risks.

• New lines of business, strategic partnerships, and/or initiatives and our ability to successfully begin or make new acquisitions, strategic partnerships, and/or initiatives are subject to significant risks.

• Our origination expansion initiative and strategic partnership funding model are new and untested and may expose us to a broad range of potential risks.

• We may have exposure to risks related to the Spin-Off, indemnification claims, and/or Navient’s creditworthiness.

2 unchanged sentences

• Our business could be negatively affected if we are unable to attract, retain, and motivate skilled employees.

2024 Form 10-K — SLM CORPORATION 22

22 SLM CORPORATION — 2025 Form 10-K

We face many risks and uncertainties, any one or more of which could have a material adverse effect on our business, financial condition (including capital and liquidity), results of operations, cash flows, and/or stock price.

We describe certain of these risk and uncertainties in this section, although we may be adversely affected by other risks or uncertainties that (i) are presently not known to us, (ii) we have failed to identify or appreciate, or (iii) we currently consider immaterial.

We describe certain of these risks and uncertainties in this section, although we may be adversely affected by other risks or uncertainties that (i) are presently not known to us, (ii) we have failed to identify or appreciate, or (iii) we currently consider immaterial.

These Risk Factors, together with other information in this Form 10-K and our other filings with the SEC, should be carefully considered before making an investment decision regarding our securities.

CONCENTRATION RISK

Our product offerings are primarily concentrated in loan products for higher education and deposit products for online depositors.

Such concentrations and the competitive environment for those products subject us to risks that could adversely affect our financial position.

CONCENTRATION & COMPETITIVE RISK

Our core product offerings are primarily concentrated in Private Education Loan products and services.

Such concentrations and the competitive environment for those products and services subject us to risks that could adversely affect our financial position.

Our core product offerings are primarily concentrated in loan products for higher education, specifically Private Education Loans.

At December 31, 2025, approximately 71 percent of our total assets, and 83 percent of our total assets excluding cash and cash equivalents, were comprised of Private Education Loans.

This concentration poses the risk that any disruption, dislocation, significant adverse legislative or regulatory change, or other negative event or trend in the Private Education Loan market, the overall education loan market, or the overall economic environment, including an inflationary and rising or high interest rate environment or a recession in the U.S., could disproportionately and adversely affect our business, financial condition, and results of operations.

We face competition in the Private Education Loan market from a variety of players.

We compete with banks and other consumer lending institutions, many of whom have strong consumer brand name recognition, greater financial resources, and greater diversification in their mix of assets, which can enable them to be more competitive in their products and offerings, particularly in uncertain or challenging economic times.

We also compete with financial technology (“FinTech”) companies and digital asset service providers, many of whom have lower return hurdles than more traditional consumer lending institutions.

The emergence, adoption, and evolution of new technologies and advances in robotic process automation and artificial intelligence could significantly affect the competition for financial services.

The use of marketplace lending sites is also growing in popularity in the student loan sector.

These market channels may erode our more traditional lending channels and increase our cost to originate Private Education Loans.

Moreover, we expect that our competition will increase as various lending institutions and other competitors enter or re-enter the Private Education Loan market.

We compete based on our brand products, origination capability, and customer service.

To the extent our competitors compete more aggressively or effectively, we could lose market share to them and/or our existing loans could be subject to consolidation or refinancing risk.

In addition to competition from private industry players, the federal government, through the Federal Direct Student Loan Program and other higher education lending programs, poses significant competition to our Private Education Loan products.

This concentration poses the risk that any disruption, dislocation, significant adverse legislative or regulatory change, or other negative event or trend in the Private Education Loan market, the overall education loan market, the higher education market, or the overall economic environment—including an inflationary and rising or high interest rate environment or a recession in the U.S.—could disproportionately and adversely affect our business, financial condition, and results of operations.

We compete with financial technology (“FinTech”) companies, banks, digital asset service providers, and other consumer lending institutions.

Certain of these competitors have lower return hurdles than more traditional consumer lending institutions, and some may have greater financial resources or more diversified asset portfolios, which could enable them to be more competitive in their products and offerings.

The emergence, adoption, and evolution of new technologies and advances in robotic process automation and AI could significantly affect the competition for Private Education Loans.

The use of marketplace lending sites is also growing in popularity in the private student loan sector.

Growth in these alternative distribution channels could diminish the effectiveness of our more traditional lending channels and increase our cost to originate Private Education Loans.

The federal government, through the Federal Direct Student Loan Program and other higher education lending programs, also poses significant competition to our Private Education Loan products.

The availability and terms of loans the government originates or guarantees affect the demand for Private Education Loans because students and their families often rely on Private Education Loans to bridge the gap between available funds, including family savings, scholarships, grants, and federal and state loans, and the costs of post-secondary education.

The federal government currently places both annual and aggregate limits on the amount of federal loans any student can receive and determines the criteria for student eligibility.

Parents and graduate students may obtain additional federal education loans through other programs, such as the Parent Plus and Graduate Plus programs, without any aggregate limits other than the difference between the cost of education and the amount of other financial aid received by a student.

These federal education lending programs are generally adjusted in connection with funding authorizations from the U.S.

Congress for programs under the Higher Education Act of 1965 (the “HEA”).

The HEA’s reauthorization is currently pending in the U.S.

Reauthorization, as well as measures to provide relief for borrowers of student loans in general, could provide a legislative vehicle for changes to student loan programs.

However, the passage of H.R.

1 in July 2025 introduced significant changes to federal student loan programs that are expected to reduce the federal government’s borrowing capacity for graduate and professional students, creating substantial funding gaps for borrowers and shifting demand to Private Education Loans or other alternatives, particularly for students in high-cost educational programs.

The impacts of H.R.1’s changes may result in increased risk of competition and market disruptions, borrower affordability challenges, and potential reputational considerations for private student loan lenders.

Future legislative changes, amendments, or rulemakings related to or impacting the HEA, the Federal Direct Student Loan Program, H.R.1, and/or other government efforts to provide relief for borrowers of student loans in general, could provide a legislative vehicle for additional changes to student loan programs.

Possible components that could impact the Private Education Loan market and our business include changes to federal education loan limits and/or payment requirements, or private loan refinancing programs.

1 unchanged sentence

See “— POLITICAL/REPUTATIONAL RISK” in this Item 1A.

We also face substantial competition for our online deposit products.

We expect to compete based primarily on a combination of reputation, rate, and availability of information about our deposit products.

Our competitors, many of whom have greater financial resources or lower costs than we do, may be more effective in attracting new deposits and retaining existing deposits such as by offering more competitive rates, dedicating more resources for advertising, or engaging in more effective forms of marketing.

For instance, our new depositor acquisition marketing is partly dependent on search engines, as well as bank deposit information aggregators, to direct a significant

Moreover, given H.R.

1’s changes to government-supported higher education funding and repayment plans, and the current federal administration’s deregulatory posture, we expect that our competition will increase as various lending institutions, FinTechs, and other competitors enter or re-enter the Private Education Loan market with the intent of disrupting and/or capturing newly created or existing market share (including through new student loan offerings or refinancing of existing loans).

We compete based on our brand, products, origination capability,

2025 Form 10-K — SLM CORPORATION 23

amount of traffic to our website via organic ranking and paid search advertising.

Our bank competitors’ paid search activities, such as pay per click marketing, may result in their sites receiving higher search results than ours, thus leading to significant increases in the cost of such depositor acquisition for us.

In addition, changes to search engines and deposit information aggregators’ methodologies and business practices could result in a decline in our new deposit growth or existing customer retention.

Increased competition for deposits could cause our cost of funds to increase, which could negatively impact our loan pricing and net interest margin.

See also “—LIQUIDITY RISK” in this Item 1A.

institutional relationships, student loan industry and underwriting expertise, and customer service.

To the extent our competitors compete more aggressively or effectively, position themselves to capture more opportunity from H.R.

1, or offer new, novel, or more successful products or services, we could lose market share to them and/or our existing loans could be subject to consolidation or refinancing risk.

Consumer access to alternative means of financing the costs of education and other factors may reduce demand for, or adversely affect our ability to retain, Private Education Loans, which could have a material adverse effect on our business, financial condition, results of operations, and/or cash flows.

7 unchanged sentences

• Direct loans from colleges and universities, as well as income sharing agreements offered by schools and facilitated by private companies;

• Employer-sponsored tuition reimbursement or education benefit programs;

• Alternative credentialing, online education, and non-degree programs;

• “Buy now, pay later” or other FinTech-driven tuition payment models.

In addition, our ability to grow Private Education Loan originations and retain assets at our planned levels could be negatively affected if:

• Demographic trends in the United States result in a decrease in college-age individuals;

• demand for higher education decreases (which can occur, among other times, during periods of strong employment in the United States and/or when fewer employers require college degrees for their employees);

• Demand for higher education decreases (which can occur, among other times, during periods of strong employment in the United States, due to decreased interest or access to U.S.

higher education by international students, and/or when fewer employers require college degrees for their employees (including as a result of changes to macroeconomic conditions, workforce needs, and/or changes in technology and AI));

• The cost of attendance of higher education decreases;

1 unchanged sentence

• Prepayment rates on our Private Education Loans increase or accelerate due to greater market liquidity, availability of alternative means of financing, improved household incomes, increasing consumer confidence, and/or various other factors;

• macroeconomic factors (including, without limitation, high unemployment) cause loan applicants or borrowers to be unable to meet our credit standards or repay credit obligations;

• State or federal initiatives for tuition-free or debt-free college;

• Negative media or political attention on private student lending;

• There is broader public resistance to increasing higher education costs;

• Proposals for new federal and state education spending described below in “—POLITICAL/REPUTATIONAL RISK” gain broader appeal or momentum.

In addition, other macroeconomic factors such as high unemployment, recession, inflation, stagflation, wars, trade wars, or tariffs may also negatively impact loan applicants’ or borrowers’ ability to meet our credit standards or repay credit obligations.

See “—MACROECONOMIC RISK—A deterioration in economic or macroeconomic

24 SLM CORPORATION — 2025 Form 10-K

conditions, or instability in the macroeconomic environment, could have a material adverse effect on our business, financial condition, and/or results of operations.”

Consolidation or refinancing of existing Private Education Loans could have a material adverse effect on our business, financial condition, results of operations, and/or cash flows.

1 unchanged sentence

However, increasing amounts of private education consolidation loans at interest rates below those of our existing portfolio - whether from private sources (including FinTech companies) or otherwise - can contribute to an increase in the prepayment rates of our existing Private Education Loans and, if prolonged and continuous, could have a material adverse effect on our business, financial condition, results of operations, and/or cash flows.

Increases in consolidation loans may result from competition, as there has been, and there may be continue to be, an increase in the number of lenders offering consolidation or refinancing products.

Increases in consolidation loans may result from competition, as there has been, and there may continue to be, an increase in the number of lenders offering consolidation or refinancing products.

Our deposit funding base is primarily concentrated in online deposit products, including high-yield savings accounts, money market accounts, and certificates of deposit.

This concentration subjects us to risks that could adversely affect our liquidity, funding costs, and overall financial condition.

We face substantial competition for our online deposit products.

We expect to compete based primarily on a combination of reputation, rate, and availability of information about our deposit products.

For instance, our new depositor acquisition marketing is partly dependent on search engines, as well as bank deposit information aggregators, to direct a significant amount of traffic to our website via organic ranking and paid search advertising.

In addition, changes to search engines and deposit information aggregators’ methodologies and business practices could result in a decline in our new deposit growth or existing customer retention.

Additionally, competition has increased from institutions not subject to the same regulatory restrictions as domestic banks and bank holding companies, including FinTech companies that may offer bank-like products or services that compete directly with our deposit products and services or that offer other types of cash management products, such as stablecoins, non-fungible tokens, digital currencies, and cryptocurrencies.

Increased competition for deposits could cause our cost of funds to increase, which could negatively impact our loan pricing and net interest margin.

For example, the Guiding and Establishing National Innovation for U.S.

Stablecoins Act of 2025 (GENIUS Act) provides a legal framework for stablecoins to be issued in the United States, which may allow new and existing competitors to compete for funds that may have otherwise been deposited with banks, such as the Bank.

See also “—LIQUIDITY RISK” in this Item 1A.

MACROECONOMIC RISK

A deterioration in economic or macroeconomic conditions, or instability in the macroeconomic environment, could have a material adverse effect on our business, financial condition, and/or results of operations.

Because we offer an array of financial and higher educational focused products and services to borrowers, consumers, investors, and depositors, our financial performance is closely tied to the level of consumer and market sentiment, business activity, labor demand, the demand for higher education products and services, and the demand for deposit accounts.

A prolonged period of economic weakness, volatility, slow growth, or a deterioration in macroeconomic conditions in the United States and/or globally could result in higher loan defaults, increased net charge-offs, changes to our provision for credit losses, lower deposit levels or deposit demand, liquidity issues, and/ or reduced demand for new labor, higher education, higher education products, and/or private student loans, which could have a material adverse effect on our financial condition and results of operations.

A number of factors could disrupt capital markets, reduce consumer and market sentiment, business activity, demand for or funding of higher education, and weaken the labor market, including, but not limited to:

2025 Form 10-K — SLM CORPORATION 25

Defaults on our loans could adversely affect our business, financial condition, results of operations, and/or cash flows.

We bear the full credit exposure on our Private Education Loans, which are unsecured loans.

• Monetary policy actions, such as changes to interest rates by the Federal Reserve or other central banks, and increases in the U.S.

fiscal deficit or debt-to-GDP ratio;

• Fiscal policy actions, including changes to applicable tax codes, at both the federal and state level;

• Geopolitical conflicts or instabilities, such as wars, or increased tensions between major economies, or changes to immigration and visa policies;

• Trade wars, tariffs, labor shortages, and disruptions of global supply chains;

government stalemates, which may lead to government shutdowns, developments related to the federal debt ceiling, or credit-rating downgrades;

• Inflation or deflation, and the effects of related governmental responses;

• Concerns over a potential recession or a recession, which may lead to changes in consumer and business spending patterns, credit risks, and liquidity concerns;

• Technology-driven disruption of certain industries, including those resulting from advances in AI, robotics, and digital assets;

• Lower demand for higher education caused by shifts in demographics, the labor market, technology-driven disruption and AI, reduced education funding, reduced access to higher education providers, and decreased immigration or access to student visas;

• Shifts in consumer behavior, including changes in deposit practices and payment patterns.

Decreases in overall business activity, sudden and/or unexpected changes in economic or macroeconomic conditions, and changes in customer behavior may lead to increases in our charge-off rates, reduce our ability to recover previously charged-off debt, and decrease the reliability of our internal processes and models, including those used to estimate our allowance for credit losses and higher education demand projections.

Unexpected variations in key inputs and assumptions may cause actual losses to diverge from model projections, increasing reliance on management’s judgment and potentially resulting in adverse impacts to our financial results.

See also “—CREDIT RISK”, “—INTEREST RATE RISK”, and “—LIQUIDITY RISK” in this Item 1A.

Defaults on our Private Education Loans could adversely affect our business, financial condition, results of operations, and/or cash flows.

We bear the full credit exposure on the Private Education Loans in our portfolio, which are unsecured loans.

If those loans were to default at rates much higher than anticipated or at speeds faster than anticipated, our business, financial condition, results of operations, and/or cash flows could be adversely affected.

Delinquencies are an important indicator of the potential future credit performance of our loan portfolio.

Many factors can have an impact on borrower delinquencies, including, without limitation, economic conditions (including inflationary, rising or high interest rate, and recessionary environments), changes in interest rates, personal circumstances and hardships, risk characteristics such as school type, loan status, loan seasoning, underwriting criteria, presence of a cosigner, changes made in credit administration practices from time to time, changes in loan underwriting criteria made from time to time, legislative, regulatory and operational changes, servicing and collections staffing challenges, other operational challenges we may encounter, the cessation by the federal government of any payment suspension programs it may implement from time to time for borrowers of federal student loans (including the suspension program initiated during the COVID-19 pandemic), the invalidation or failure of efforts to forgive or lessen the burden of federal student loan indebtedness for certain borrowers, and unforeseen events or trends.

Many factors can have an impact on borrower delinquencies, including, without limitation, economic conditions (including inflationary, rising or high interest rate, and recessionary environments), the imposition or removal of tariffs (indirectly affecting consumer prices, spending, and saving habits), changes in interest rates, personal circumstances and hardships, risk characteristics such as school type, loan status, loan seasoning, underwriting criteria, presence of a cosigner, changes made in credit administration practices from time to time, changes in loan underwriting criteria made from time to time, legislative, regulatory and operational changes, servicing and collections staffing challenges, other operational challenges we may encounter, the cessation by the federal government of any payment suspension programs it may implement from time to time for borrowers of federal student loans, the invalidation or failure of efforts to forgive or lessen the burden of federal student loan indebtedness for certain borrowers, and unforeseen events or trends.

Rising unemployment rates and the failure of our in-school borrowers to graduate are two of the most significant macroeconomic factors that could increase loan delinquencies, defaults, and loan modifications, or otherwise negatively affect performance of our existing education loan portfolio, as such factors may cause borrowers and cosigners to experience trouble repaying credit obligations or meeting our credit standards.

The impact of these factors may be heightened in rising or high-interest rate environments when interest rates rise causing payments on variable-rate loans to increase.

“Management’s Discussion and Analysis of Financial Condition and Results of Operations — Financial Condition — Allowance for Credit Losses — Use of Forbearance and Modifications as a Private Education Loan Collection Tool” for a discussion of how items such as changes in credit administration practices can impact the timing and level of delinquencies and defaults on our loans.

26 SLM CORPORATION — 2025 Form 10-K

As part of our underwriting process, we rely heavily upon information supplied by applicants and third parties.

1 unchanged sentence

Higher credit-related losses and weaker credit quality negatively affect our business, financial condition, and results of operations and limit funding options, which could also adversely impact our liquidity position.

Our Private Education Loan (held for investment) delinquencies (loans greater than 30 days past due), as a percentage of Private Education Loans (held for investment) in repayment, were 3.68% at December 31, 2024.

Our allowance for credit losses may not be adequate to cover actual losses in all possible scenarios, and we may be required to materially increase our allowance, which may adversely affect our capital, financial condition, and/or results of operations.

9 unchanged sentences

As such, changes to these inputs could significantly change the amount of allowance necessary, which could have a negative impact on our financial results and capital levels.

2024 Form 10-K — SLM CORPORATION 25

allowance or recognition of additional charge-offs based on judgments different than those used by our management.

Additionally, regulatory agencies may periodically review our allowance for credit losses, including our methodology and models used in calculating the allowance, and could insist on an increase in the allowance or recognition of additional charge-offs based on judgments different than those used by our management.

If these differences in judgment are significant, our allowance could increase significantly and result in sizable decreases in our net income and capital.

“Management’s Discussion and Analysis of Financial Condition and Results of Operations — Critical Accounting Policies and Estimates — Allowance for Credit Losses” for further details regarding our allowance for credit losses .

“Management’s Discussion and Analysis of Financial Condition and Results of Operations — Critical Accounting Estimates — Allowance for Credit Losses” for further details regarding our allowance for credit losses .

We are subject to the creditworthiness of third parties other than borrowers and exposure to those third parties could adversely affect our business, financial condition, results of operations, and/or cash flows.

We are also subject to the creditworthiness of third parties, including various lending, securitization, investment, and derivative counterparties.

We are also subject to the creditworthiness of third parties, including various lending, securitization, strategic partnership, investment, and derivative counterparties.

Our overall counterparty exposure is more fully discussed in Part II, Item 7.

4 unchanged sentences

Net interest income is significantly affected by market rates of interest, which in turn are influenced by monetary and fiscal policies of governmental agencies, general economic conditions, conditions in the capital markets, the political and regulatory environments, business and consumer sentiment, competitive pressures, and expectations about the future.

We may be adversely affected by policies or events that have the effect of flattening or inverting the yield curve (that is, the difference between long-term and short-term interest rates), compressing interest rates on our earnings assets closer to interest rates on our deposits and borrowings, increasing the volatility of market rates of interest, or changing the spreads among different interest rate indices.

2025 Form 10-K — SLM CORPORATION 27

may be adversely affected by policies or events that have the effect of flattening or inverting the yield curve (that is, the difference between long-term and short-term interest rates), compressing interest rates on our earnings assets closer to interest rates on our deposits and borrowings, increasing the volatility of market rates of interest, or changing the spreads among different interest rate indices.

Changes in interest rate levels also can lead to other adverse impacts, such as reducing the demand for or increasing the prepayment speeds of our Private Education Loans, increasing the delinquencies or defaults of our borrowers or other counterparties, reducing the value of our assets, or increasing our liabilities.

12 unchanged sentences

In these circumstances, our earnings could be materially adversely affected.

2024 Form 10-K — SLM CORPORATION 26

We are subject to repayment and prepayment risks, which can increase uncertainty as we manage our interest rate risk and can adversely affect our business, financial condition, results of operations, and/or cash flows.

12 unchanged sentences

A decline in the fair value of those derivatives could have a material adverse effect on our reported earnings.

See also “— CREDIT RISK — We are subject to the creditworthiness of third parties other than borrowers and exposure to those third parties could adversely affect our business, financial condition, results of operations, and/or cash flows” in this Item 1A.

The trailing effects of the discontinuance of LIBOR could adversely affect our business and financial results.

In 2017, the Alternative Reference Rates Committee, a group of market participants that includes both banks and a number of non-banks, identified the Secured Overnight Financing Rate (“SOFR”), which is a rate based on overnight U.S.

Treasury repurchase agreement transactions, as its recommended alternative to USD LIBOR (which was being phased out by regulatory authorities).

Between 2020 and 2023, we transitioned our assets, liabilities, and off-balance sheet items to SOFR (plus the applicable spread adjustment).

In some instances, we relied on safe harbors provided by federal legislation to transition obligations from LIBOR to SOFR because the obligations did not have fallback provisions for alternative reference rates.

Although we relied on those safe harbors in certain instances, the safe harbors were untested.

We could still be exposed to risks associated with disputes and litigation with customers, counterparties, and other market participants in connection with implementing replacement rates for LIBOR.

See also “— CREDIT RISK — We are subject to the

28 SLM CORPORATION — 2025 Form 10-K

creditworthiness of third parties other than borrowers and exposure to those third parties could adversely affect our business, financial condition, results of operations, and/or cash flows” in this Item 1A.

LIQUIDITY RISK

Our ability to achieve our business goals will be heavily reliant on our ability to obtain deposits, obtain funding through asset-backed securitizations, and sell loans at attractive prices to help fund share repurchase programs and other activities.

Our ability to achieve our business goals will be heavily reliant on our ability to obtain deposits, obtain funding through asset-backed securitizations, and sell loans at attractive prices.

An inability to effectively manage our liquidity could negatively impact our ability to fund our business obligations and opportunities, which could lead to regulatory scrutiny and could have a material adverse effect on our business, financial condition, results of operations, and/or cash flows.

1 unchanged sentence

We require liquidity to meet cash requirements for such things as day-to-day operating expenses, funding of our Private Education Loan originations, deposit withdrawals and maturities, payment of any declared dividends on our preferred stock and common stock, payment of our debt service, and payment for any shares of common stock or preferred stock acquired under any stock repurchase program or otherwise.

Our primary sources of liquidity and funding are customer deposits,

2024 Form 10-K — SLM CORPORATION 27

payments received on Private Education Loans that we hold, and proceeds from loan sales and securitization transactions.

Our primary sources of liquidity and funding are customer deposits, payments received on Private Education Loans that we hold, and proceeds from loan sales and securitization transactions.

We may maintain too much liquidity, which can be costly, or we may be too illiquid, which could result in financial distress during times of economic stress or capital market disruptions.

1 unchanged sentence

Assets funded through deposits result in refinancing risk because the average term of the deposits is shorter than the expected term of the Private Education Loan assets we originate.

The significant competition for deposits from other banking organizations that are also seeking stable deposits to support their funding needs may affect deposit renewal rates, costs, or availability.

The significant competition for deposits from other banking organizations, new FinTech companies, or other types of cash management products, such as digital wallets, non-fungible tokens and digital currencies and cryptocurrencies (including stablecoins), which are also seeking stable deposits to support their funding needs, may affect deposit renewal rates, costs, or availability.

At December 31, 2025, our brokered deposits totaled $8.8 billion, which represented 42 percent of our total deposits.

9 unchanged sentences

• The timing, pricing, and size of education loan asset-backed securitizations other parties issue, or the adverse performance of, or other problems with, such securitizations;

2025 Form 10-K — SLM CORPORATION 29

• Challenges to the enforceability of Private Education Loans based on violations of, or changes to, federal or state consumer protection or licensing laws and related regulations, or imposition of penalties or liabilities on assignees of Private Education Loans for violation of such laws and regulations;

• Our inability to structure and gain market acceptance for new product features or services to meet new demands of ABS investors, rating agencies, or credit facility providers.

If we require funding beyond that which we may be able to obtain through deposits and proceeds from ABS transactions at attractive prices, we may need to raise additional liquidity through other forms of secured and unsecured debt financing, which, in turn, could increase our funding costs and reduce our net interest margin.

If we require funding beyond what we may be able to obtain through deposits, loan sales, and proceeds from ABS transactions at attractive prices, we may need to raise additional liquidity through other forms of secured and unsecured debt financing, which, in turn, could increase our funding costs and reduce our net interest margin.

Future downgrades to our credit ratings, or to the credit ratings of our subsidiaries or to the securities issued in our securitization transactions, also could result in higher funding costs and reduce our net interest margin.

1 unchanged sentence

If we are unable to effectuate loan sales at the prices, times, and volumes we desire, we may not be able to fund share repurchase programs that are authorized from time to time, originate Private Education Loans in the volumes we desire, meet other obligations, or achieve other business goals.

2024 Form 10-K — SLM CORPORATION 28

If our business objectives require capital above and beyond what we generate through retained earnings, we may need to raise capital for our business by issuing additional equity to investors.

7 unchanged sentences

We could also be liable to investors or other parties for certain updated performance information that we may provide subsequent to the original issuances.

If we fail to cause the securitization trusts or other transaction parties to disclose adequately all material information regarding an investment in any securities, if we or the trusts make statements that are misleading in any material respect in information delivered to investors in any securities, if we breach any representations or warranties made in connection with securitization of the loans, or if we breach any other duties as the administrator or servicer of the securitization trusts, it is possible we could be sued and ultimately held liable to an investor or other transaction party.

If we fail, or fail to cause the securitization trusts or other transaction parties, to disclose adequately all material information regarding, or applicable to an investment in ABS, if we or the trusts make statements that are misleading in any material respect in information delivered to investors in ABS, if we breach any representations or warranties made in connection with securitization of the loans, or if we breach any other duties as the administrator, servicer, or program manager of sold and/or securitized loans, it is possible we could be sued and ultimately held liable to an investor or other transaction party.

In transactions involving the sale of loans in non-securitized form where we remain the servicer of the loans, it is possible we could be subject to claims and ultimately held liable to the purchaser of the loans or another transaction party for breaches of representations or warranties or breaches of servicing covenants.

1 unchanged sentence

Adverse developments, and/or a continuation of recent turmoil, in the financial services industry could adversely affect our financial condition and results of operations.

In the past couple of years, several financial services institutions failed or required outside liquidity support.

In the past few years, several financial services institutions failed or required outside liquidity support.

The impact of these failures led to risk of additional stress to the financial services industry generally as a result of increased lack of confidence in the financial sector.

Significant, unanticipated deposit withdrawals due to market distress or otherwise or our inability to access other sources of liquidity, whether due to capital markets dislocations or otherwise, could result in constraints on our liquidity and adversely affect our business, financial condition, and results of operations.

30 SLM CORPORATION — 2025 Form 10-K

The financial system is highly interrelated, and we have exposure to, and routinely execute transactions with, a variety of financial institutions.

If any of these financial institutions or participants were to become or be perceived as unstable, or enter conservatorship, receivership, or bankruptcy, the consequences could have an adverse effect on our business, financial condition, and results of operations.

2024 Form 10-K — SLM CORPORATION 29

The Bank is subject to various regulatory capital requirements administered by the FDIC and the UDFI.

21 unchanged sentences

As a result of changes to financial accounting or reporting standards, whether promulgated or required by the FASB or other regulators, we could be required to change certain of the assumptions or estimates we have previously used in preparing our financial statements, which could negatively impact how we record and report our financial condition, results of operations, and capital levels.

The preparation of our consolidated financial statements requires us to make critical accounting estimates and assumptions that affect the reported amounts of assets, liabilities, income, and expenses during the reporting periods.

Incorrect estimates and assumptions by us in connection with the preparation of our consolidated financial statements could adversely affect the reported amounts of assets, liabilities, income, and expenses.

If we make incorrect assumptions or estimates, we may under- or overstate reported financial results, which could materially and adversely affect our business, financial condition, results of operations, and/or capital levels.

For additional information on the key areas for which assumptions and estimates are used in preparing our financial statements,

2025 Form 10-K — SLM CORPORATION 31

“Management’s Discussion and Analysis of Financial Condition and Results of Operations — Critical Accounting Policies and Estimates” and Notes to Consolidated Financial Statements, Note 2, “Significant Accounting Policies.”

If we make incorrect assumptions or estimates, we may under- or over-state reported financial results, which could materially and adversely affect our business, financial condition, results of operations, and/or capital levels.

For additional information on the key areas for which assumptions and estimates are used in preparing our financial statements, see Item 7.

“Management’s Discussion and Analysis of Financial Condition and Results of Operations — Critical Accounting Estimates” and Notes to Consolidated Financial Statements, Note 2, “Significant Accounting Policies.”

REGULATORY RISK

24 unchanged sentences

We could be required as well to dispose of specified assets and liabilities or to increase our level of charge-offs within a prescribed period of time.

As a result, any enforcement or other supervisory action could have an adverse effect on our business, financial condition, results of operations, and prospects.

As a result, any enforcement or other supervisory action could have an adverse effect on our business, financial condition, results of operations, and

32 SLM CORPORATION — 2025 Form 10-K

Restrictions or limitations on our operations, or other directives, imposed by our regulators may be confidential and thus, in some instances, we may not be permitted to publicly disclose the actions.

2024 Form 10-K — SLM CORPORATION 31

the ability of others to offer more competitive financial services and products, restricting our ability to make acquisitions or pursue other profitable opportunities, and negatively impacting our financial condition and results of operations.

In addition, changes in the regulatory and supervisory environments could adversely affect us in substantial and unpredictable ways, including by limiting the types of financial services and products we may offer, enhancing the ability of others to offer more competitive financial services and products, restricting our ability to make acquisitions or pursue other profitable opportunities, and negatively impacting our financial condition and results of operations.

Changes in the prevailing interpretations of federal or state laws, or the passage of new federal or state laws, and related regulations could also invalidate or call into question the legality of certain of our services and business practices.

The impact of the Trump Administration’s policies is unclear.

The current federal administration has implemented significant changes in federal priorities and has taken steps to change the operations, structure, and policy focus of various federal agencies, as well as regulatory priorities, policy approaches and interpretations of existing laws by those federal agencies.

The full and complete impact of the current federal administration’s deregulatory policies is unclear and new developments could have significant implications for bank supervision compliance, litigation strategy, and consumer protection laws.

It is also possible the expected changes in regulation do not occur or are reversed by a subsequent federal administration, or the regulatory measures that are ultimately enacted deliver significant competitive advantages to financial services that are structured differently or serve different markets than the Company and the Bank.

Our failure to comply with the laws, regulations, and supervisory actions to which we are subject, even if the failure is inadvertent or reflects a difference in interpretation, could subject us to fines, other penalties, and restrictions on our business activities, any of which could adversely affect our business, financial condition, cash flows, results of operations, capital base, and/or the price of our securities.

1 unchanged sentence

We are subject to a broad range of federal and state consumer protection laws applicable to our lending and retail banking activities, including laws governing fair lending, unfair, deceptive and abusive acts and practices, service member protections, interest rates and loan fees, disclosures of loan terms, marketing, servicing, and collections.

The CFPB is the Bank’s primary consumer compliance supervisor, with exclusive authority to conduct examinations for the purposes of assessing compliance with the requirements of federal consumer financial laws and with primary consumer compliance enforcement authority.

The CFPB is the Bank’s primary consumer compliance supervisor, with exclusive authority to conduct examinations for the purpose of assessing compliance with the requirements of federal consumer financial laws and with primary consumer compliance enforcement authority.

CFPB jurisdiction, regulation, and supervision could increase our costs and limit our ability to pursue business opportunities.

1 unchanged sentence

Consent orders, decrees, or settlements entered into with governmental agencies may also increase our compliance costs or restrict certain of our activities.

The CFPB and the FDIC issued guidance to supervised banks with respect to increased responsibilities to supervise the activities of service providers to ensure compliance with federal consumer protection laws.

Currently, the operational, enforcement, and regulatory posture of the CFPB under the current federal administration is unclear.

H.R.1 amended the Dodd-Frank Act to dramatically reduce CFPB funding.

As of November 20, 2025, the current federal administration began transferring the CFPB’s enforcement authority and active enforcement actions to the DOJ.

Multiple lawsuits related to the current federal administration’s actions remain ongoing and federal courts have issued preliminary injunctions designed to prevent the current federal administration from defunding or shutting down the CFPB while litigation is ongoing.

Without final judicial or congressional intervention or a change in the current federal administration’s policies, the CFPB may cease operations in the future.

These developments could have significant implications for our regulatory environment, compliance requirements, litigation strategy, and consumer protection laws.

The CFPB and the FDIC have issued guidance to supervised banks with respect to increased responsibilities to supervise the activities of service providers to ensure compliance with federal consumer protection laws.

The issuance of regulatory guidance and the enforcement of the enhanced vendor management standards via examination and investigation of us or any third party with whom we do business may increase our costs, require increased management attention, and adversely impact our operations.

In the event we should fail to meet the heightened standards for management of service providers, we could be subject to supervisory orders to cease and desist, civil monetary penalties, or other actions due to claimed noncompliance, which could have an adverse effect on our business, financial condition, operating results, and/or cash flows.

In the event we should fail to meet these expectations for management of service providers, we could be subject to supervisory orders to cease and desist, civil monetary penalties, or other actions due to claimed noncompliance, which could have an adverse effect on our business, financial condition, operating results, and/or cash flows.

2025 Form 10-K — SLM CORPORATION 33

We are also subject to a dynamically changing landscape of privacy, data protection, and cybersecurity laws, regulations, and requirements.

8 unchanged sentences

Compliance with laws and regulations can be difficult and costly, and changes to laws and regulations, as well as increased intensity in compliance and supervision activities, often impose additional compliance costs and may constrain the marketing and origination of Private Education Loans or other products, adversely affect the collection of balances due on the loan assets held by us or by securitization trusts, adversely affect the execution of strategic initiatives, or otherwise adversely affect our business.

2024 Form 10-K — SLM CORPORATION 32

From time to time, we and our third-party service providers may use artificial intelligence, machine learning, data analytics, and similar tools to collect, aggregate, and analyze data in connection with our business.

From time to time, we and our third-party service providers may use AI, machine learning, data analytics, and similar tools to collect, aggregate, and analyze data in connection with our business.

The impacts of, and regulatory framework for, such technology are continually evolving and remain uncertain and could affect our operations and the way in which we and our third-party service providers use such technology.

Additionally, we could incur significant costs to comply with such evolving framework, which could adversely affect our business, financial condition, and results of operations.

Our framework for managing risks, including model risk and data governance risk, may not be effective in mitigating our risk of loss in all possible scenarios and, if the framework is ineffective, could have a material adverse effect on us and our business.

Our risk management framework seeks to mitigate risk and appropriately balance risk and return.

We continue to evolve our risk management framework to consider changes in business and regulatory expectations and to refine established processes and procedures intended to identify, measure, monitor, test, control, report, escalate, and mitigate the types of risk to which we are subject.

We seek to monitor and control our risk exposure through a framework of policies, procedures, limits, and reporting requirements.

We also rely on quantitative models to measure and manage risks and estimate certain financial values.

Models may be used in such processes as product pricing, extending credit, measuring interest rate and other market risk, estimating losses, calculating and assessing capital levels, estimating the value of financial instruments and balance sheet items, and various other processes.

If the models that we use to measure and/or mitigate these risks and values are poorly designed, based upon incorrect or incomplete information, poorly implemented, or are otherwise inadequate, or our governance surrounding the management of data we use in our models and other aspects of our business is poorly designed or implemented, or otherwise is inadequate, our business decisions may be adversely affected, we may provide inaccurate information to the public or regulators, and/or we may incur increased losses.

In addition, there may be existing or developing risks that we have not appropriately anticipated, identified, or mitigated.

If our risk management framework does not effectively identify or mitigate our risks, we could suffer unexpected losses and our business, financial condition, and/or results of operations could be materially adversely affected.

An ineffective risk-management framework or function also could give rise to enforcement and other supervisory actions, damage our reputation, and result in litigation.

POLITICAL/REPUTATIONAL RISK

Proposals of federal and state governments, or of various political officials or candidates, affecting the student loan industry in particular, subject us to political risk and could have a material adverse impact on our business, results of operations, financial condition, and/or cash flows.

We operate in an environment of heightened political and regulatory scrutiny of education loan lending, servicing, and originations.

We operate in an environment of heightened political and regulatory scrutiny of education loan lending, holding, servicing, and originations.

The rising cost of higher education, questions regarding the quality of education provided, and the increasing amount of student loan debt outstanding in the United States have sustained this heightened and ongoing scrutiny.

1 unchanged sentence

Further, the regulatory environment at the state level has shifted such that some states recently have enacted new legislation specifically restricting the conduct and practices of student loan servicers.

The enactment of any proposed legislation or policies like those described above, even if they do not apply specifically to Private Education Loans, could have a material adverse impact on our business, results of operations, financial condition, and/or cash flows.

The enactment of any proposed legislation or policies such as those described in this Item 1A.

Risk Factors, even if they do not apply specifically to Private Education Loans, could have a material adverse impact on our business, results of operations, financial condition, and/or cash flows.

In addition, the continued ongoing publicity regarding these various proposals, even if they are not enacted, could negatively impact the market price of our common stock.

2024 Form 10-K — SLM CORPORATION 33

We are subject to reputational and other risks, which could damage our brand and have a material adverse impact on our business, results of operations, financial condition, and/or cash flows.

Our brand is very important to us and our business.

Our reputation as an originator, servicer, seller, and securitizer of high-quality Private Education Loans and as a depository for online deposits is very dependent upon how our customers, our regulators, legislators, the education community, our employees, and the broader market perceive our business practices, financial heath, and integrity.

In addition, the business practices, financial health, and integrity of the overall student loan market, other loan markets, or the market for online deposits, as applicable, could impact our reputation.

Negative publicity, including as a result of our culture, actual or alleged conduct by us, our employees, or our vendors, or public opinion of the broader student loan industry or other relevant industries generally, could damage our reputation and business and adversely impact the price of our common stock or other securities.

Negative publicity, including as a result of our culture, actual or alleged conduct by us,

34 SLM CORPORATION — 2025 Form 10-K

our employees, or our vendors, or public opinion of the broader student loan industry or other relevant industries generally, could damage our reputation and business and adversely impact the price of our common stock or other securities.

Other matters that can impact our reputation, including, but not limited to, community impact and workforce issues, and our overall governance environment, may expose us to negative publicity based on the identity and activities of those with whom we do business and the public’s view of our approach and performance, and that of our business partners, regarding these matters.

2 unchanged sentences

Any negative publicity, including individual posts via social media, could “go viral”, causing potentially significant harm to our brand and reputation, and our business, whether or not factually accurate.

Additionally, as described above, proposals of political candidates, administrations, or legislators that may affect the financial industry, or the student loan industry, in particular, could impact our reputation and/or business and adversely impact the price of our common stock.

Additionally, as described above, actions or proposals of political candidates, administrations, or legislators that may affect the financial industry, or the student loan industry, in particular, could impact our reputation and/or business and adversely impact the price of our common stock.

Any internal, market, or other developments, including those relating to our competitors or our business, that result in a negative impact on our brand or reputation or the reputation of the student loan industry or other relevant industries could have an adverse effect on our ability to originate, service, sell, securitize, and retain Private Education Loans, as applicable, result in greater regulatory, legislative, and media scrutiny, increase our risk of litigation and regulatory sanctions or other actions, and have a material adverse effect on our financial condition and/or results of operations.

OPERATIONAL RISKS

TECHNOLOGICAL RISK

Failure or significant interruption of our operating systems or infrastructure or the inability to adapt to changes could disrupt our business, cause significant losses, result in regulatory action or litigation, or damage our reputation.

2 unchanged sentences

There is no assurance we can adequately or efficiently develop, maintain, or acquire access to such systems and infrastructure.

Our loan originations and deposits and the servicing, financial, accounting, data processing, communications, or other operating systems, processes, and facilities that support them may fail to operate properly, become disabled as a result of events beyond our control, or be unable to be rapidly configured to timely address regulatory changes or other business requirements, in each case potentially adversely affecting our ability to process these transactions adequately.

Any such failure could adversely affect our ability to service our customers, result in financial loss or liability to our customers and investors, disrupt our business, result in regulatory action or litigation, or cause reputational damage.

Our loan originations and deposits and the servicing, financial, accounting, data processing, communications, or other operating systems, processes, and facilities that support them may fail to operate properly, become disabled as a result of events beyond our control, or be unable to be rapidly configured to timely address business requirements or regulatory changes, in each case potentially adversely affecting our ability to process these transactions adequately.

Any such failure could adversely affect our ability to achieve our strategic objective or service our customers, result in financial loss or liability to our customers and investors, disrupt our business, result in regulatory action or litigation, or cause reputational damage.

Despite the plans we have in place from time to time, our ability to operate may be adversely affected by a disruption in the infrastructure that supports our businesses.

2024 Form 10-K — SLM CORPORATION 34

customers or to service and collect on our loans, or another similar operational event could adversely affect our business, financial condition, results of operations, and/or cash flows.

Notwithstanding our efforts to maintain business continuity, a disruptive event impacting our processing locations, a failure to adequately anticipate the level of staffing or effort needed to efficiently and effectively communicate with and service our customers or to service and collect on our loans, or another similar operational event could adversely affect our business, financial condition, results of operations, and/or cash flows.

Our business processes are becoming increasingly dependent upon technological advancement, and we could lose market share if we are not able to keep pace with rapid changes in technology.

Our future success depends, in part, on our ability to underwrite and approve loans, process loan applications and payments, and provide other customer services, in a safe, automated manner with high-quality service standards.

The volume of loan originations we are able to process is reliant on the systems and processes we have implemented and developed.

The volume of loan originations we are able to process is reliant on the systems and processes we have

2025 Form 10-K — SLM CORPORATION 35

implemented and developed.

These systems and processes are becoming increasingly dependent upon technological advancement, such as the ability to process loans and payments over the internet or mobile applications, accept electronic signatures, and provide initial decisions instantly.

5 unchanged sentences

Any one of these circumstances could have a material adverse effect on our business reputation and ability to obtain and retain clients and, therefore, could materially adversely affect our business, financial condition, and/or results of operations.

The development and use of AI presents risks and challenges that may adversely impact our business.

We are in the initial phases of integrating AI into our business operations with the objective of enhancing employee productivity, client outreach, and customer experience in general.

In addition, certain vendors and third parties may incorporate AI technologies into business processes, services, or products that we utilize.

The adoption and use of AI introduces a range of risks and challenges to our business.

The legal and regulatory landscape governing AI is highly dynamic and continues to evolve rapidly in the United States and internationally, including through the development of regulatory frameworks specifically targeting AI.

Recent federal executive actions have signaled a shift in the regulatory landscape for AI in the United States.

These actions direct federal agencies to promote a unified national approach to AI oversight, including the potential preemption of conflicting state laws and the establishment of federal standards.

While these executive actions do not currently impose direct obligations on private financial institutions, future regulatory developments or agency actions could impact our adoption and governance of AI technologies, as well as our oversight of third-party vendors.

Additionally, individual states continue to explore their own laws and regulations related to the use and application of AI.

As the legal and regulatory framework for AI continues to evolve, we may face increased, shifting or conflicting compliance requirements, which may require operational adjustments or strategic considerations related to our or our vendors’ use and implementation of AI, which could in turn increase our compliance costs and the risk of non-compliance.

Further, the use of AI models could result in the inadvertent disclosure of confidential company information, infringement of intellectual property rights, or other adverse outcomes.

The complexity and opacity of many AI models may also make it difficult to fully assess and mitigate these risks.

As a result, our use of AI, or the use of AI by our vendors or third parties, could expose us to liability, regulatory or legal consequences, and reputational harm and, therefore, could materially adversely affect our business, financial condition, and/or results of operations.

We depend on secure information technology and a breach of those systems or those of third-party vendors could result in significant losses, unauthorized disclosure of confidential customer information, and reputational damage, which could materially adversely affect our business, financial condition, and/or results of operations and could lead to significant financial, legal, and reputational exposure.

4 unchanged sentences

While we continue to evolve our security controls to improve our ability to prevent, detect, and respond to the continually changing threats, we may be required to expend significant additional resources in the future to enhance our security controls in response to new or more sophisticated threats, as well as new regulations related to cybersecurity.

Additionally, while we and our third-party service providers commit resources to the design, implementation, maintenance, security, and monitoring of our networks and systems, there is no guarantee that our security controls, or those of our third-party service providers, will protect against all threats.

Additionally, while we and our third-party service providers

36 SLM CORPORATION — 2025 Form 10-K

commit resources to the design, implementation, maintenance, security, and monitoring of our networks and systems, there is no guarantee that our security controls, or those of our third-party service providers, will protect against all threats.

Despite the measures we and our third-party service providers implement to protect our systems and our or our customers’ data, we may not be able to anticipate, prevent, or detect cyberattacks, particularly because the techniques used by attackers change frequently or are not recognized until launched, and because cyberattacks can originate from a wide variety of sources, including third parties who are or may be involved in organized crime or linked to terrorist organizations or hostile foreign governments.

2 unchanged sentences

In addition, we or our service providers may be unable to identify, or may be significantly delayed in identifying, cyberattacks and incidents due to the increasing use of techniques and tools that are designed to circumvent controls, to avoid detection, and to remove or obfuscate forensic artifacts.

As a result, our computer systems, software, and networks, as well as those of third-party vendors we utilize, may be vulnerable to unauthorized access, computer viruses, malware attacks, and other events that could have a security impact

2024 Form 10-K — SLM CORPORATION 35

beyond our control.

We also routinely transmit and receive personal, confidential, and proprietary information, some through third parties, which may be vulnerable to interception, misuse, or mishandling.

10 unchanged sentences

Third-party vendors are significantly involved in aspects of our servicing for Private Education Loans, Bank deposit-taking activities, payroll software and systems development, data center and operations, including the timely and secure transmission of information across our data communication network, and for “cloud” computing services and other telecommunications, email, processing, storage, remittance, and technology-related services in connection with our business.

If a service provider fails to provide the services we require or expect, or fails to meet applicable regulatory or contractual requirements, such as service levels, protection of our customers’ personal and confidential information, or compliance with applicable laws, that failure could negatively impact our business by adversely affecting our ability to process customers’ transactions in a timely and accurate manner, otherwise hampering our ability to serve our customers and investors, or subjecting us to litigation and regulatory risk for matters as diverse as poor vendor oversight, improper release or protection of personal information, or release of incorrect information.

2025 Form 10-K — SLM CORPORATION 37

protection of personal information, or release of incorrect information.

Such a failure could adversely affect the perception of the reliability of our networks and services, and the quality of our brand, and could materially adversely affect our business, financial condition, and/or results of operations.

OPERATIONAL RISK

We may face risks from our operations related to litigation or regulatory or supervisory actions that could result in significant legal expenses and settlement or damage awards.

2 unchanged sentences

If we are a party to material litigation or regulatory or supervisory actions and if the defenses we assert are ultimately unsuccessful, or if we are unable to achieve a favorable outcome, we could be liable for large damages, penalties, or other costs or charge-offs and that could have a material adverse effect on our business, results of operations, and/or financial condition.

2024 Form 10-K — SLM CORPORATION 36

Our internal controls over financial reporting and disclosure controls, as well as other internal controls, may be ineffective, which could have a material adverse effect on our financial condition and/or results of operations.

4 unchanged sentences

Any failure or circumvention of controls and procedures, including as a result of human error, malfeasance of employees or third parties, or other misconduct by employees or third parties, can result in legal risk and reputational harm and have a material adverse effect on our business, financial condition, and/or results of operations.

Our risk management framework seeks to mitigate risk and appropriately balance risk and return.

We seek to monitor and control our risk exposure through a framework of policies, procedures, limits, and reporting requirements.

We also rely on quantitative models to measure and manage risks and estimate certain financial values.

38 SLM CORPORATION — 2025 Form 10-K

In addition, there may be existing or developing risks that we have not appropriately anticipated, identified, or mitigated.

An ineffective risk-management framework or function also could give rise to enforcement and other supervisory actions, damage our reputation, and result in litigation.

Our business operations and those of our third-party vendors may be adversely impacted by political events, terrorism, cyberattacks, public health issues (including pandemics), natural disasters, severe weather, climate change, infrastructure failure or outages, labor disputes, business interruptions, and other unpredictable catastrophic events .

2 unchanged sentences

The occurrence of any such event could have a material adverse impact on our business, financial condition, results of operations, and/or cash flows.

New lines of business or new products and services may subject us to additional risks.

Additionally, our ability to successfully make acquisitions is subject to significant risks, including the risk that governmental authorities may not provide any requisite approvals, the risk that integrating acquisitions may be more difficult, costly, or time consuming than expected, and the risk that the value of acquisitions may be less than anticipated.

From time to time, we may implement or acquire new lines of business or offer new products and services, or enter into new business arrangements with third-party service providers, alternative payment providers, or other industry participants.

New lines of business, new products and services, and/or new strategic partnerships or initiatives may subject us to additional risks.

Additionally, our ability to successfully make acquisitions or enter into strategic partnerships is subject to significant risks, including the risk that governmental authorities may not provide any requisite approvals, the risk that integrating acquisitions may be more difficult, costly, or time consuming than expected, and the risk that the value of acquisitions or strategic partnerships may be less than anticipated.

From time to time, we may implement or acquire new lines of business, offer new products and services, begin new strategic partnerships, explore new initiatives, or enter into new business arrangements with third-party service providers, alternative payment providers, or other industry participants.

We may face compliance and regulatory risks in each of those cases.

3 unchanged sentences

Any failure or delay in closing an acquisition could adversely affect our reputation, business, and performance.

Acquisitions and/or implementation of new lines of business, products, or services involve numerous risks and uncertainties, including inaccurate financial and operational assumptions, incomplete or failed due diligence, lower-than-expected performance, higher-than-expected costs, difficulties related to integration, diversion of

2024 Form 10-K — SLM CORPORATION 37

management’s attention from other business activities, adverse market or other reactions, changes in relationships with customers or counterparties, the potential loss of key personnel, and the possibility of litigation and other disputes.

Acquisitions and/or implementation of new lines of business, products, services, strategic partnerships, initiatives, or business arrangements involve numerous risks and uncertainties, including inaccurate financial and operational assumptions, incomplete or failed due diligence, lower-than-expected performance, higher-than-expected costs, difficulties related to integration, diversion of management’s attention from other business activities, adverse market or other reactions, changes in relationships with customers or counterparties, the potential loss of key personnel, and the possibility of litigation and other disputes.

An acquisition also could be dilutive to our existing stockholders if we were to issue common stock to fully or partially pay or fund the purchase price.

Moreover, we may not be successful in identifying appropriate acquisition candidates, integrating acquired businesses or companies, or realizing expected value from acquisitions or new lines of business, products, or services.

Significant competition exists for valuable acquisition targets, and we may not be able to acquire other businesses or companies on attractive terms.

No assurance can be given that we will pursue future acquisitions, and our ability to grow and successfully compete may be impaired if we choose not to pursue or are unable to successfully make acquisitions or implement new lines of business, products, or services.

Moreover, we may not be successful in identifying appropriate acquisition candidates, integrating acquired businesses or companies, or realizing expected value from strategic partnerships, acquisitions or new lines of business, products, services, or initiatives.

Significant competition exists for valuable strategic partnerships and acquisition targets, and we may not be able to acquire or partner with other businesses or companies on attractive terms.

No assurance can be given that we will pursue future strategic partnerships, initiatives, or acquisitions, and our ability to grow and successfully compete may be impaired if we choose not to pursue or are unable to successfully make acquisitions or implement new lines of business, products, strategic partnerships or initiatives or services.

2025 Form 10-K — SLM CORPORATION 39

Our origination expansion initiative and strategic partnership funding model are new and untested and may expose us to a broad range of potential risks.

Our origination expansion initiative and strategic partnership funding model are new and untested.

Engaging in new and untested strategies and initiatives like our origination expansion initiative and strategic partnership funding model could expose the Company to potential risks including, but not limited to, risks associated with the creation, expansion, growth, and scaling of these initiatives, as well as our reliance on third parties.

Our new strategies and initiatives may increase our exposure to execution, operational, concentration, and counterparty risks.

We may depend on a limited number of strategic partners, private credit sources, and external demand for higher education products and services, which could increase margin pressures, expenditures, and pose potential liquidity and concentration risks.

If we are unable to secure additional strategic partners, capture new opportunities related to the origination expansion initiative, or access additional sources of private credit, our ability to achieve our strategic objectives, including the anticipated growth or earnings potential of these strategies, could be limited.

Our reliance on third parties, including strategic partners, higher education institutions, and other counterparties—may expose us to risks if such parties fail to fulfill their contractual obligations or our agreements with them are terminated unexpectedly.

The simultaneous creation and management of multiple new strategic partnerships and initiatives may further increase operational complexity and risk.

RISKS RELATED TO SPIN-OFF

10 unchanged sentences

Additionally, if Navient is unable or unwilling to pay claims that we make against it, our financial condition, results of operations, and/or cash flows could be materially and adversely affected over time.

GENERAL RISKS

Our business could be negatively affected if we are unable to attract, retain, and motivate skilled employees.

Our success depends, in large part, on our ability to retain key senior leaders and to attract and retain skilled employees and subject matter experts.

We depend on our senior leaders and skilled employees and subject matter experts to oversee initiatives across the enterprise and execute on our business plans in an efficient and effective manner.

Competition for such senior leaders and employees, and the cost associated with attracting and retaining them, is high.

Recent scrutiny of compensation in the financial services industry has introduced additional

40 SLM CORPORATION — 2025 Form 10-K

challenges in this area.

Our ability to attract and retain qualified employees also is affected by perceptions of our culture and management, our profile in the regions where we have offices, and the professional opportunities we offer.

We rely upon our senior leaders not only for business success, but also to lead with integrity.

To the extent our senior leaders behave in a manner that does not comport with our values, the consequences to our brand and reputation could be severe and could adversely affect our financial condition and results of operations.

If we are unable to attract, develop, and retain talented senior leadership and employees, or to implement appropriate succession plans for our senior leadership and subject matter experts, our business could be negatively affected.

In addition, the loss of key senior leaders, skilled employees, or subject matter experts could result not only in operational disruption but also in the transfer of valuable institutional knowledge, strategic insights, and expertise to competitors.

Departing employees may leverage the experience, training, and familiarity with our systems, processes, and strategic priorities gained during their employment to compete more effectively against us on behalf of a new employer.

Even when subject to confidentiality and other restrictive covenants, the risk that such individuals could use or disclose proprietary know‑how, intentionally or unintentionally, may increase competitive pressures and adversely affect our business, financial condition, and results of operations.

The holders of our preferred stock have rights that are senior to those of our common stockholders.

4 unchanged sentences

In the event of our bankruptcy, dissolution, or liquidation, the holders of our Series B Preferred Stock must be satisfied before any distributions can be made to our common stockholders.

2024 Form 10-K — SLM CORPORATION 38

We may be limited in our ability to receive dividends from the Bank, pay dividends on and repurchase our common stock, and make payments on our corporate debt.

10 unchanged sentences

The FDIC has the authority to prohibit or limit the payment of dividends by the Bank and SLM Corporation.

Our business could be negatively affected if we are unable to attract, retain, and motivate skilled employees.

Our success depends, in large part, on our ability to retain key senior leaders and to attract and retain skilled employees and subject matter experts.

We depend on our senior leaders and skilled employees and subject matter experts to oversee initiatives across the enterprise and execute on our business plans in an efficient and effective manner.

Competition for such senior leaders and employees, and the cost associated with attracting and retaining them, is high.

Recent scrutiny of compensation in the financial services industry has introduced additional challenges in this area.

We rely upon our senior leaders not only for business success, but also to lead with integrity.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1A. Risk Factors