Item 9A. Controls and Procedures
Item 9A. Controls and Procedures
Disclosure Controls and Procedures
Our management, with the participation of our principal executive officer and principal financial officer, evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) as of December 31, 2025. Based on this evaluation, our principal executive officer and principal financial officer concluded that, as of December 31, 2025, our disclosure controls and procedures were effective to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is (i) recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms and (ii) accumulated and communicated to our management, including our principal executive officer and principal financial officer as appropriate, to allow timely decisions regarding required disclosure.
Management’s Report on Internal Control over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act). Under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, we assessed the effectiveness of our internal control over financial reporting as of December 31, 2025. In making this assessment, our management used the criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on our assessment and those criteria, management concluded that, as of December 31, 2025, our internal control over financial reporting is effective.
KPMG, LLP, which is the independent registered public accounting firm that audited the financial statements included in this Form 10-K, has issued an audit report on the Company’s internal control over financial reporting, which can be found under the heading “Report of Independent Registered Public Accounting Firm” in Part IV, Item 15 of this Form 10-K.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Changes in Internal Control over Financial Reporting
There have been no changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the fiscal quarter ended December 31, 2025 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
Item 9B. Other Information
Insider Trading Arrangements
In the fourth quarter of 2025, no director or officer (as defined in Rule 16a-1(f) promulgated under the Securities Exchange Act of 1934, as amended) of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement” for the purchase or sale of securities of the Company, each within the meaning of Item 408 of Regulation S-K.
90 SLM CORPORATION — 2025 Form 10-K
PART III.
Item 10. Directors, Executive Officers and Corporate Governance
The information contained in the 2026 Proxy Statement, including information appearing in the sections titled “Proposal 1 — Election of Directors,” “Executive Officers,” “Compensation Discussion and Analysis — Other Arrangements, Policies and Practices Related to Executive Compensation Programs — Section 16(a) Beneficial Ownership Reporting Compliance,” and “Corporate Governance”, is incorporated herein by reference.
Item 11. Executive Compensation
The information contained in the 2026 Proxy Statement, including information appearing in the sections titled “Executive Compensation” and “Director Compensation”, is incorporated herein by reference.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
The information contained in the 2026 Proxy Statement, including information appearing in the sections titled “Equity Compensation Plan Information,” “Ownership of Common Stock by 5 Percent or More Holders,” and “Ownership of Common Stock by Directors and Executive Officers”, is incorporated herein by reference.
Item 13. Certain Relationships and Related Transactions, and Director Independence
The information contained in the 2026 Proxy Statement, including information appearing under “Corporate Governance — Related Party Transactions” and “Corporate Governance — Director Independence”, is incorporated herein by reference.
Item 14. Principal Accounting Fees and Services
The information contained in the 2026 Proxy Statement, including information appearing under “Independent Registered Public Accounting Firm”, is incorporated herein by reference.
2025 Form 10-K — SLM CORPORATION 91
PART IV.
Item 15. Exhibits, Financial Statement Schedules
(a) 1. Financial Statements
A. The following consolidated financial statements of SLM Corporation and the Report of the Independent Registered Public Accounting Firm thereon are included in Part II, Item 8 above:
Report of Independent Registered Public Accounting Firm
F- 2
Report of Independent Registered Public Accounting Firm
F- 5
Consolidated Balance Sheets as of December 31, 202 5 and 202 4
F- 7
Consolidated Statements of Income for the years ended December 31, 202 5 , 202 4 , and 202 3
F- 8
Consolidated Statements of Comprehensive Income for the years ended December 31, 202 5 , 202 4 , and 202 3
F- 9
Consolidated Statements of Changes in Equity for the years ended December 31, 202 5 , 202 4 , and 202 3
F- 10
Consolidated Statements of Cash Flows for the years ended December 31, 202 5 , 202 4 , and 202 3
F- 13
Notes to Consolidated Financial Statements
F- 15
2. Financial Statement Schedules
All schedules are omitted because they are not applicable or the required information is shown in the consolidated financial statements or notes thereto.
3. Exhibits
The exhibits listed in the accompanying index to exhibits are filed or incorporated by reference as part of this Annual Report on Form 10-K.
We will furnish at cost a copy of any exhibit filed with or incorporated by reference into this Annual Report on Form 10-K. Oral or written requests for copies of any exhibits should be directed to the Corporate Secretary.
92 SLM CORPORATION — 2025 Form 10-K
(b) Exhibits
2.1 Separation and Distribution Agreement by and among SLM Corporation, New BLC Corporation and Navient Corporation, dated as of April 28, 2014 (incorporated by reference to Exhibit 2.2 of the Company’s Current Report on Form 8-K filed on May 2, 2014).
3.1 Restated Certificate of Incorporation of the Company, dated February 25, 2015 (incorporated by reference to Exhibit 3.1 to the Company’s Annual Report on Form 10-K filed on February 26, 2015).
3.2 Amended and Restated Bylaws of SLM Corporation, effective November 18, 2021 (incorporated by reference to Exhibit 3.2 of the Company’s Current Report on Form 8-K filed on November 23, 2021).
4.1 Indenture, dated as of June 17, 2015, between SLM Corporation and Deutsche Bank National Trust Company, as Trustee (incorporated by reference to Exhibit 4.3 of the Company’s Registration Statement on Form S-3 filed on June 17, 2015).
4.2 Description of SLM Corporation’s Common Stock (incorporated by reference to Exhibit 4.3 to the Company’s Annual Report on Form 10-K filed on February 28, 2020).
4.3 Description of SLM Corporation’s Floating-Rate Non-Cumulative Preferred Stock, Series B (incorporated by reference to Exhibit 4.4 to the Company’s Annual Report on Form 10-K filed on February 28, 2020).
4.4 Third Supplemental Indenture dated as of November 1, 2021 between SLM Corporation and Deutsche Bank National Trust Company, as trustee (incorporated by reference to Exhibit 4.1 of the Company’s Current Report on Form 8-K filed on November 1, 2021).
4.5 Form of Senior Note due 2026 (incorporated by reference to Exhibit 4.2 of the Company’s Current Report on Form 8-K filed on November 1, 2021).
4.6 Fourth Supplemental Indenture dated as of January 31, 2025 between SLM Corporation and Deutsche Bank National Trust Company, as trustee (incorporated by reference to Exhibit 4.1 of the Company’s Current Report on Form 8-K filed on January 31, 2025).
4.7 Form of Senior Note due 2030 (incorporated by reference to Exhibit 4.2 of the Company’s Current Report on Form 8-K filed on January 31, 2025).
10.1† Sallie Mae Supplemental 401(k) Savings Plan, as Amended and Restated as of June 25, 2015 (incorporated by reference to Exhibit 10.9 of the Company’s Annual Report on Form 10-K filed on February 26, 2016).
10.2† Amendment to Sallie Mae Supplemental 401(k) Savings Plan (Effective as of March 5, 2019) (incorporated by reference to Exhibit 10.5 of the Company’s Quarterly Report on Form 10-Q filed on April 17, 2019).
10.3† SLM Deferred Compensation Plan for Key Employees, as Established Effective May 1, 2014 and Amended June 25, 2015 (incorporated by reference to Exhibit 10.10 of the Company’s Annual Report on Form 10-K filed on February 26, 2016).
10.4† Amendment to SLM Corporation Deferred Compensation Plan for Key Employees (Effective as of March 5, 2019) (incorporated by reference to Exhibit 10.6 of the Company’s Quarterly Report on Form 10-Q filed on April 17, 2019).
10.5† SLM Corporation Deferred Compensation Plan for Directors, as Established Effective May 1, 2014 and Amended June 25, 2015 (incorporated by reference to Exhibit 10.11 of the Company’s Annual Report on Form 10-K filed on February 26, 2016).
10.6† SLM Corporation 2012 Omnibus Incentive Plan (incorporated by reference to Appendix A of the Company’s Definitive Proxy Statement for the 2017 Annual Meeting of Shareholders filed on April 27, 2017).
10.7† Sallie Mae Employee Stock Purchase Plan, Amended and Restated as of June 24, 2014, Including Amendments as of June 25, 2015 (incorporated by reference to Exhibit 10.39 of the Company’s Annual Report on Form 10-K filed on February 26, 2016).
10.8† Restatement of the Sallie Mae 401(k) Savings Plan (Effective as of January 1, 2018) (incorporated by reference to Exhibit 10.50 of the Company’s Annual Report on Form 10-K filed on February 28, 2020).
10.9† Amendment to Sallie Mae 401(k) Savings Plan (Effective as of January 1, 2019) (incorporated by reference to Exhibit 10.51 of the Company’s Annual Report on Form 10-K filed on February 28, 2020).
10.10† Amendment to Sallie Mae 401(k) Savings Plan (Effective as of March 5, 2019) (incorporated by reference to Exhibit 10.4 of the Company’s Quarterly Report on Form 10-Q filed on April 17, 2019).
10.11 Tax Sharing Agreement between Navient Corporation and New BLC Corporation, dated as of April 29, 2014 (incorporated by reference to Exhibit 10.3 of the Company’s Current Report on Form 8-K filed on May 2, 2014).
10.12 Amended and Restated Loan Servicing and Administration Agreement between Sallie Mae Bank and Navient Solutions, Inc., dated as of April 30, 2014 (incorporated by reference to Exhibit 10.4 of the Company’s Current Report on Form 8-K filed on May 2, 2014).
2025 Form 10-K — SLM CORPORATION 93
10.13† Offer Letter between Jonathan W. Witter and the Company dated March 4, 2020 (incorporated by reference to Exhibit 10.3 of the Company’s Quarterly Report on Form 10-Q filed on April 22, 2020).
10.14† Offer Letter between Donna F. Vieira and the Company dated September 18, 2018 (incorporated by reference to Exhibit 10.4 of the Company’s Quarterly Report on Form 10-Q filed on July 22, 2020).
10.15† Form of SLM Corporation 2012 Omnibus Incentive Plan, 2021 Stock Option Award Agreement (incorporated by reference to Exhibit 10.3 of the Company’s Quarterly Report on Form 10-Q filed on April 21, 2021).
10.16† SLM Corporation 2021 Omnibus Incentive Plan (incorporated herein by reference to Exhibit 99.1 of the Company’s Registration Statement on Form S-8 filed on June 9, 2021).
10.17† Form of SLM Corporation 2021 Omnibus Incentive Plan, 2022 Restricted Stock Unit Term Sheet (incorporated by reference to Exhibit 10.1 of the Company’s Quarterly Report on Form 10-Q filed on April 27, 2022).
10.18† Form of SLM Corporation 2021 Omnibus Incentive Plan, 2022 Performance Stock Unit Term Sheet (incorporated by reference to Exhibit 10.2 of the Company’s Quarterly Report on Form 10-Q filed on April 27, 2022).
10.19† Offer Letter between Kerri Palmer and the Company dated January 7, 2021 (incorporated by reference to Exhibit 10.2 of the Company’s Quarterly Report on Form 10-Q filed on July 27, 2022).
10.20† Form of SLM Corporation 2021 Omnibus Incentive Plan, 2023 Restricted Stock Unit Term Sheet (incorporated by reference to Exhibit 10.1 of the Company’s Quarterly Report on Form 10-Q filed on April 26, 2023).
10.21† Form of SLM Corporation 2021 Omnibus Incentive Plan, 2023 Performance Stock Unit Term Sheet (incorporated by reference to Exhibit 10.2 of the Company’s Quarterly Report on Form 10-Q filed on April 26, 2023).
10.22† Retention Agreement between Steven J. McGarry and the Company dated March 2, 2023 (incorporated by reference to Exhibit 10.3 of the Company’s Quarterly Report on Form 10-Q filed on April 26, 2023).
10.23† Agreement and Release between Daniel Kennedy and the Company effective March 30, 2023 (incorporated by reference to Exhibit 10.4 of the Company’s Quarterly Report on Form 10-Q filed on April 26, 2023).
10.24† Offer Letter between Peter Graham and the Company dated August 25, 2023 (incorporated by reference to Exhibit 10.1 of the Company’s Quarterly Report on Form 10-Q filed on October 25, 2023).
10.25† Form of SLM Corporation 2021 Omnibus Incentive Plan, 2024 Restricted Stock Unit Term Sheet (incorporated by reference to Exhibit 10.1 of the Company’s Quarterly Report on Form 10-Q filed on April 24, 2024).
10.26† Form of SLM Corporation 2021 Omnibus Incentive Plan, 2024 Performance Stock Unit Term Sheet (incorporated by reference to Exhibit 10.2 of the Company’s Quarterly Report on Form 10-Q filed on April 24, 2024).
10.27† Form of SLM Corporation 2021 Omnibus Incentive Plan, Independent Director Restricted Stock Agreement – 2024 (incorporated by reference to Exhibit 10.1 of the Company’s Quarterly Report on Form 10-Q/A filed on July 26, 2024).
10.28† SLM Corporation Amended and Restated Change in Control Severance Plan for Senior Officers effective June 18, 2024 (incorporated by reference to Exhibit 10.2 of the Company’s Quarterly Report on Form 10-Q/A filed on July 26, 2024).
10.29† SLM Corporation Amended and Restated Executive Severance Plan for Senior Officers effective June 18, 2024 (incorporated by reference to Exhibit 10.3 of the Company’s Quarterly Report on Form 10-Q/A filed on July 26, 2024).
10.30† Form of SLM Corporation 2021 Omnibus Incentive Plan, 2025 Restricted Stock Unit Term Sheet (incorporated by reference to Exhibit 10.1 of the Company’s Quarterly Report on Form 10-Q filed on April 24, 2025).
10.31† Form of SLM Corporation 2021 Omnibus Incentive Plan, 2025 Performance Stock Unit Term Sheet (incorporated by reference to Exhibit 10.2 of the Company’s Quarterly Report on Form 10-Q filed on April 24, 2025).
10.32† SLM Corporation 2025 Employee Stock Purchase Plan (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed on June 20, 2025).
10.33† Form of SLM Corporation 2021 Omnibus Incentive Plan, Independent Director Restricted Stock Agreement – 2025 (incorporated by reference to Exhibit 10.1 of the Company’s Quarterly Report on Form 10-Q filed on July 24, 2025).
10.34† Retention Agreement, by and between SLM Corporation and Donna F. Vieira, dated as of September 29, 2025 (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed on September 30, 2025).
19.1* Securities Trading Policy.
21.1* List of Subsidiaries.
94 SLM CORPORATION — 2025 Form 10-K
23.1* Consent of KPMG LLP.
31.1* Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2* Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1* Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2* Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
97.1* Financial Restatement Compensation Recovery Policy.
101.INS XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
101.SCH XBRL Taxonomy Extension Schema Document.
101.CAL XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB XBRL Taxonomy Extension Label Linkbase Document.
101.PRE XBRL Taxonomy Extension Presentation Linkbase Document.
104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).
† Management Contract or Compensatory Plan or Arrangement
* Filed herewith
2025 Form 10-K — SLM CORPORATION 95
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Dated: February 19, 2026
SLM CORPORATION
By: / S / JONATHAN W. WITTER
Jonathan W. Witter
Chief Executive Officer and Director
Pursuant to the requirement of the Securities Exchange Act of 1934, as amended, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.
/S/ JONATHAN W. WITTER
Jonathan W. Witter Chief Executive Officer and Director
(Principal Executive Officer) February 19, 2026
/S/ PETER M. GRAHAM
Peter M. Graham Executive Vice President and Chief Financial Officer
(Principal Financial and Accounting Officer) February 19, 2026
/S/ MARY CARTER WARREN FRANKE
Mary Carter Warren Franke Chair of the Board of Directors February 19, 2026
/S/ JANAKI AKELLA
Janaki Akella Director February 19, 2026
/S/ R. SCOTT BLACKLEY
R. Scott Blackley Director February 19, 2026
/S/ DANIEL GREENSTEIN
Daniel Greenstein Director February 19, 2026
/S/ HENRY F. GREIG
Henry F. Greig Director February 19, 2026
/S/ MARK L. LAVELLE
Mark L. Lavelle Director February 19, 2026
/S/ CHRISTOPHER T. LEECH
Christopher T. Leech Director February 19, 2026
/S/ TED MANVITZ
Ted Manvitz Director February 19, 2026
96 SLM CORPORATION — 2025 Form 10-K
/S/ JIM MATHESON
Jim Matheson Director February 19, 2026
/S/ GARY MILLERCHIP
Gary Millerchip Director February 19, 2026
/S/ VIVIAN C. SCHNECK-LAST
Vivian C. Schneck-Last Director February 19, 2026
/S/ KIRSTEN O. WOLBERG
Kirsten O. Wolberg Director February 19, 2026
2025 Form 10-K — SLM CORPORATION 97
CONSOLIDATED FINANCIAL STATEMENTS
INDEX
Page
Report of Independent Registered Public Accounting Firm
F- 2
Report of Independent Registered Public Accounting Firm
F- 5
Consolidated Balance Sheets
F- 7
Consolidated Statements of Income
F- 8
Consolidated Statements of Comprehensive Income
F- 9
Consolidated Statements of Changes in Equity
F- 10
Consolidated Statements of Cash Flows
F- 13
Notes to Consolidated Financial Statements
F- 15
2025 Form 10-K — SLM CORPORATION F-1
Report of Independent Registered Public Accounting Firm
To the Stockholders and Board of Directors
SLM Corporation:
Opinion on the Consolidated Financial Statements
We have audited the accompanying consolidated balance sheets of SLM Corporation and subsidiaries (the Company) as of December 31, 2025 and 2024, the related consolidated statements of income, comprehensive income, changes in equity, and cash flows for each of the years in the three-year period ended December 31, 2025, and the related notes (collectively, the consolidated financial statements). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and the results of its operations and its cash flows for each of the years in the three-year period ended December 31, 2025, in conformity with U.S. generally accepted accounting principles.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission, and our report dated February 19, 2026 expressed an unqualified opinion on the effectiveness of the Company’s internal control over financial reporting.
Basis for Opinion
These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matter
The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of a critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.
Assessment of the Allowance for Loan Losses related to Private Education Loans Evaluated on a Collective Basis
As discussed in Notes 2 and 7 to the consolidated financial statements, the Company’s total allowance for loan losses on Private Education Loans evaluated on a collective basis (the Collective ALL) was $1,430 million as of December 31, 2025. For all loans carried at amortized cost, upon loan origination, the Company
F- 2 SLM CORPORATION — 2025 Form 10-K
is required to measure the allowance for loan losses based on the estimate of all current expected credit losses over the remaining contractual term of the loans. In determining the lifetime expected credit losses on the Private Education Loan portfolio, the Company applies a discounted cash flow method that requires the Company to project future principal and interest cash flows on loans in the Private Education Loan portfolio. To estimate the future expected cash flows, the Company uses statistical loan-level models that consider life of loan expectations for defaults, prepayments, recoveries, and any other qualitative adjustments deemed necessary to determine the adequacy of the allowance for loan losses. These cash flows are discounted at the loan’s effective interest rate to calculate the present value of the cash flows. The difference between the present value of those cash flows and the amortized cost basis of the underlying loans is the allowance for loan losses. Future default rates and future prepayment speeds are estimated at a loan level using historical experience, current borrower characteristics, current conditions, and economic factors forecasted over a reasonable and supportable period. At the end of the reasonable and supportable forecast period, the Company immediately reverts forecasted economic factors to long-term historical averages. In estimating future default rates and prepayment speeds, the Company uses a combination of expected economic scenarios coupled with historical experience. The Company also develops an adverse and favorable economic scenario. These scenarios are weighted based upon the current economic conditions and the Company’s view of the risks of alternate outcomes. In estimating recoveries, the Company uses both estimates of what would be received from the sale of defaulted loans as well as historical borrower payment behavior to estimate the timing and amount of future recoveries of charged-off loans. The Company also takes certain qualitative factors into consideration when calculating the Collective ALL, which could result in management overlays.
We identified the assessment of the Collective ALL as a critical audit matter. A high degree of audit effort, including specialized skills and knowledge, and subjective and complex auditor judgment was involved in the assessment due to significant measurement uncertainty. Specifically, the assessment of the Collective ALL methodology encompassed the evaluation of the conceptual soundness and performance of the statistical loan-level models, including their significant assumptions. Such significant assumptions included (1) forecasted economic factors and (2) default and prepayment rates derived from statistical loan-level models. The assessment also encompassed the conceptual soundness of the methods and significant assumptions used to determine certain individual management overlays. In addition, auditor judgment was required to evaluate the sufficiency of audit evidence obtained.
The following are the primary procedures we performed to address the critical audit matter. We evaluated the design and tested the operating effectiveness of certain internal controls related to the Company’s measurement of the Collective ALL estimate, including controls over the:
• Collective ALL methodology
• performance monitoring and reviews of the statistical loan-level models used to estimate future defaults and prepayment speeds
• determination and measurement of the significant assumptions used in the models
• development of certain individual management overlay methods and assumptions
• analysis of the Collective ALL results, trends, and ratios.
We evaluated the Company’s process to develop the Collective ALL estimate by testing certain sources of data, factors, and assumptions that the Company used, and considered the relevance and reliability of such data, factors, and assumptions. In addition, we involved credit risk professionals with specialized skills and knowledge, who assisted in :
• evaluating the Company’s Collective ALL methodology for compliance with U.S. generally accepted accounting principles
• evaluating judgments made by the Company relative to the performance testing of the statistical loan-level models by comparing them to the relevant Company-specific metrics and trends
2025 Form 10-K — SLM CORPORATION F-3
• assessing the conceptual soundness and performance testing of the statistical loan-level models by inspecting the model documentation to determine whether the models are suitable for their intended use
• evaluating the selection of the forecasted economic factors used to adjust future default rates and future prepayment speeds over the reasonable and supportable forecast period by comparing them to the Company’s business environment and relevant industry practices
• evaluating the conceptual soundness of the methods and assumptions used to develop certain individual management overlays and their impact on the Collective ALL compared with relevant credit risk factors and consistency with credit trends and identified limitations of the underlying statistical loan-level models.
We also assessed the sufficiency of the audit evidence obtained related to the Collective ALL by evaluating the cumulative results of the audit procedures and potential bias in the accounting estimates.
/s/ KPMG LLP
We have served as the Company’s auditor since 2013.
McLean, Virginia
February 19, 2026
F- 4 SLM CORPORATION — 2025 Form 10-K
Report of Independent Registered Public Accounting Firm
To the Stockholders and Board of Directors
SLM Corporation:
Opinion on Internal Control Over Financial Reporting
We have audited SLM Corporation and subsidiaries' (the Company) internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 2025 and 2024, the related consolidated statements of income, comprehensive income, changes in equity, and cash flows for each of the years in the three-year period ended December 31, 2025, and the related notes (collectively, the consolidated financial statements), and our report dated February 19, 2026 expressed an unqualified opinion on those consolidated financial statements.
Basis for Opinion
The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management's Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audit also included performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
Definition and Limitations of Internal Control Over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of
2025 Form 10-K — SLM CORPORATION F-5
unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
/s/ KPMG LLP
McLean, Virginia
February 19, 2026
F- 6 SLM CORPORATION — 2025 Form 10-K
CONSOLIDATED BALANCE SHEETS
As of December 31,
(dollars in thousands, except share and per share amounts) 2025 2024
Assets
Cash and cash equivalents $ 4,241,265 $ 4,700,366
Investments:
Trading investments at fair value (cost of $ 37,606 and $ 41,715 , respectively)
49,250 53,262
Available-for-sale investments at fair value (cost of $ 1,812,408 and $ 2,042,473 , respectively)
1,758,070 1,933,226
Other investments 115,394 112,377
Total investments 1,922,714 2,098,865
Loans held for investment (net of allowance for losses of $ 1,430,318 and $ 1,435,920 , respectively)
20,332,124 20,902,158
Loans held for sale 933,256 —
Restricted cash 177,263 173,894
Other interest-earning assets 120 4,880
Accrued interest receivable 1,562,811 1,546,590
Premises and equipment, net 122,193 119,354
Goodwill and acquired intangible assets, net 59,974 63,532
Income taxes receivable, net 347,260 425,625
Other assets 47,315 36,846
Total assets $ 29,746,295 $ 30,072,110
Liabilities
Deposits $ 21,060,151 $ 21,068,568
Short-term borrowings 498,415 —
Long-term borrowings 5,362,494 6,440,345
Other liabilities 373,877 403,277
Total liabilities 27,294,937 27,912,190
Commitments and contingencies
Equity
Preferred stock, par value $ 0.20 per share, 20 million shares authorized:
Series B: 2.5 million and 2.5 million shares issued, respectively, at stated value of $ 100 per share
251,070 251,070
Common stock, par value $ 0.20 per share, 1.125 billion shares authorized: 443.2 million and 440.6 million shares issued, respectively
88,650 88,121
Additional paid-in capital 1,240,250 1,193,753
Accumulated other comprehensive loss (net of tax benefit of $( 13,446 ) and $( 21,209 ), respectively)
( 40,128 ) ( 65,861 )
Retained earnings 4,734,313 4,114,446
Total SLM Corporation stockholders’ equity before treasury stock 6,274,155 5,581,529
Less: Common stock held in treasury at cost: 244.0 million and 230.2 million shares, respectively
( 3,822,797 ) ( 3,421,609 )
Total equity 2,451,358 2,159,920
Total liabilities and equity $ 29,746,295 $ 30,072,110
See accompanying notes to consolidated financial statements.
2025 Form 10-K — SLM CORPORATION F-7
CONSOLIDATED STATEMENTS OF INCOME
Years ended December 31,
(dollars in thousands, except per share amounts) 2025 2024 2023
Interest income:
Loans $ 2,392,417 $ 2,314,417 $ 2,327,743
Investments 58,815 61,412 50,810
Cash and cash equivalents 176,023 243,217 213,750
Total interest income 2,627,255 2,619,046 2,592,303
Interest expense:
Deposits 808,798 881,456 808,065
Interest expense on short-term borrowings 11,418 13,815 13,501
Interest expense on long-term borrowings 305,215 242,993 208,524
Total interest expense 1,125,431 1,138,264 1,030,090
Net interest income 1,501,824 1,480,782 1,562,213
Less: provisions for credit losses 332,687 408,515 345,463
Net interest income after provisions for credit losses 1,169,137 1,072,267 1,216,750
Non-interest income:
Gains on sales of loans, net 368,880 254,928 160,290
Gains (losses) on securities, net ( 9,795 ) 467 2,678
Other income 123,484 112,873 84,148
Total non-interest income 482,569 368,268 247,116
Non-interest expenses:
Operating expenses:
Compensation and benefits 345,814 349,387 326,554
FDIC assessment fees 34,291 51,606 45,766
Other operating expenses 275,480 235,577 246,886
Total operating expenses 655,585 636,570 619,206
Acquired intangible assets impairment and amortization expense 3,558 5,329 66,364
Total non-interest expenses 659,143 641,899 685,570
Income before income tax expense 992,563 798,636 778,296
Income tax expense 247,716 190,311 196,905
Net income 744,847 608,325 581,391
Preferred stock dividends 15,725 18,296 17,705
Net income attributable to SLM Corporation common stock $ 729,122 $ 590,029 $ 563,686
Basic earnings per common share $ 3.52 $ 2.73 $ 2.44
Average common shares outstanding 207,155 216,220 231,411
Diluted earnings per common share $ 3.46 $ 2.68 $ 2.41
Average common and common equivalent shares outstanding 210,914 219,934 234,063
Declared dividends per common share $ 0.52 $ 0.46 $ 0.44
See accompanying notes to consolidated financial statements.
F- 8 SLM CORPORATION — 2025 Form 10-K
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
Years ended December 31,
(dollars in thousands) 2025 2024 2023
Net income $ 744,847 $ 608,325 $ 581,391
Other comprehensive income:
Unrealized gains (losses) on investments 54,935 42,604 59,205
Unrealized gains (losses) on cash flow hedges ( 21,439 ) ( 30,394 ) ( 34,457 )
Total unrealized gains (losses) 33,496 12,210 24,748
Income tax (expense) benefit ( 7,763 ) ( 2,967 ) ( 5,982 )
Other comprehensive income (loss), net of tax (expense) benefit 25,733 9,243 18,766
Total comprehensive income $ 770,580 $ 617,568 $ 600,157
See accompanying notes to consolidated financial statements.
2025 Form 10-K — SLM CORPORATION F-9
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
Common Stock Shares
(In thousands, except share and per share amounts) Preferred Stock Shares Issued Treasury Outstanding Preferred Stock Common Stock Additional Paid-In Capital Accumulated
Other
Comprehensive
Income (Loss) Retained Earnings Treasury Stock Total Equity
Balance at December 31, 2022 2,510,696 435,121,140 ( 194,445,696 ) 240,675,444 $ 251,070 $ 87,025 $ 1,109,072 $ ( 93,870 ) $ 3,163,640 $ ( 2,789,967 ) $ 1,726,970
Net income — — — — — — — — 581,391 — 581,391
Other comprehensive loss, net of tax — — — — — — — 18,766 — — 18,766
Total comprehensive income — — — — — — — — — — 600,157
Cash dividends declared:
Common stock ($ 0.44 per share)
— — — — — — — — ( 101,233 ) — ( 101,233 )
Preferred Stock, Series B ($ 7.05 per share)
— — — — — — — — ( 17,705 ) — ( 17,705 )
Issuance of common shares — 3,109,276 — 3,109,276 — 622 3,237 — ( 1,234 ) — 2,625
Stock-based compensation expense — — — — — — 36,380 — — — 36,380
Common stock repurchased — — ( 22,341,595 ) ( 22,341,595 ) — — — — — ( 349,397 ) ( 349,397 )
Shares repurchased related to employee stock-based compensation plans — — ( 1,099,241 ) ( 1,099,241 ) — — — — — ( 17,000 ) ( 17,000 )
Balance at December 31, 2023 2,510,696 438,230,416 ( 217,886,532 ) 220,343,884 $ 251,070 $ 87,647 $ 1,148,689 $ ( 75,104 ) $ 3,624,859 $ ( 3,156,364 ) $ 1,880,797
See accompanying notes to consolidated financial statements.
F- 10 SLM CORPORATION — 2025 Form 10-K
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
Common Stock Shares
(In thousands, except share and per share amounts) Preferred Stock Shares Issued Treasury Outstanding Preferred Stock Common Stock Additional Paid-In Capital Accumulated
Other
Comprehensive
Income (Loss) Retained Earnings Treasury Stock Total Equity
Balance at December 31, 2023 2,510,696 438,230,416 ( 217,886,532 ) 220,343,884 $ 251,070 $ 87,647 $ 1,148,689 $ ( 75,104 ) $ 3,624,859 $ ( 3,156,364 ) $ 1,880,797
Net income — — — — — — — — 608,325 — 608,325
Other comprehensive income, net of tax — — — — — — — 9,243 — — 9,243
Total comprehensive income — — — — — — — — — — 617,568
Cash dividends declared:
Common stock ( 0.46 per share)
— — — — — — — — ( 99,172 ) — ( 99,172 )
Preferred Stock, Series B ($ 7.29 per share)
— — — — — — — — ( 18,296 ) — ( 18,296 )
Issuance of common shares — 2,374,379 2,374,379 — 474 5,068 — ( 1,270 ) — 4,272
Stock-based compensation expense — — — — — — 39,996 — — — 39,996
Common stock repurchased — — ( 11,586,103 ) ( 11,586,103 ) — — — — — ( 250,108 ) ( 250,108 )
Shares repurchased related to employee stock-based compensation plans — — ( 749,866 ) ( 749,866 ) — — — — — ( 15,137 ) ( 15,137 )
Balance at December 31, 2024 2,510,696 440,604,795 ( 230,222,501 ) 210,382,294 $ 251,070 $ 88,121 $ 1,193,753 $ ( 65,861 ) $ 4,114,446 $ ( 3,421,609 ) $ 2,159,920
See accompanying notes to consolidated financial statements.
2025 Form 10-K — SLM CORPORATION F-11
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
Common Stock Shares
(In thousands, except share and per share amounts) Preferred Stock Shares Issued Treasury Outstanding Preferred Stock Common Stock Additional Paid-In Capital Accumulated
Other
Comprehensive
Income (Loss) Retained Earnings Treasury Stock Total Equity
Balance at December 31, 2024 2,510,696 440,604,795 ( 230,222,501 ) 210,382,294 $ 251,070 $ 88,121 $ 1,193,753 $ ( 65,861 ) $ 4,114,446 $ ( 3,421,609 ) $ 2,159,920
Net income — — — — — — — — 744,847 — 744,847
Other comprehensive income, net of tax — — — — — — — 25,733 — — 25,733
Total comprehensive income — — — — — — — — — — 770,580
Cash dividends declared:
Common stock ($ 0.52 per share)
— — — — — — — — ( 107,691 ) — ( 107,691 )
Preferred Stock, Series B ($ 6.26 per share)
— — — — — — — — ( 15,725 ) — ( 15,725 )
Issuance of common shares — 2,642,637 2,642,637 — 529 5,938 — ( 1,564 ) — 4,903
Stock-based compensation expense — — — — — — 40,559 — — — 40,559
Common stock repurchased — — ( 12,845,660 ) ( 12,845,660 ) — — — — — ( 372,820 ) ( 372,820 )
Shares repurchased related to employee stock-based compensation plans — — ( 910,953 ) ( 910,953 ) — — — — — ( 28,368 ) ( 28,368 )
Balance at December 31, 2025 2,510,696 443,247,432 ( 243,979,114 ) 199,268,318 $ 251,070 $ 88,650 $ 1,240,250 $ ( 40,128 ) $ 4,734,313 $ ( 3,822,797 ) $ 2,451,358
See accompanying notes to consolidated financial statements.
F- 12 SLM CORPORATION — 2025 Form 10-K
CONSOLIDATED STATEMENTS OF CASH FLOWS
Years Ended December 31,
(dollars in thousands) 2025 2024 2023
Operating activities
Net income $ 744,847 $ 608,325 $ 581,391
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
Provisions for credit losses 332,687 408,515 345,463
Deferred tax provision (benefit) 50,316 ( 34,327 ) ( 23,224 )
Amortization of brokered deposit placement fee 8,033 10,529 11,681
Amortization of fees for Secured Borrowing Facility 2,696 2,359 2,869
Amortization of deferred loan origination costs and loan premium/(discounts), net 15,385 12,883 12,583
Net amortization of discount on investments ( 604 ) ( 1,772 ) ( 2,726 )
Reduction of tax indemnification receivable — — 2,816
Depreciation of premises and equipment 16,166 17,652 17,811
Acquired intangible assets impairment and amortization expense 3,558 5,329 66,364
Stock-based compensation expense 40,559 39,996 36,380
Unrealized (gains) losses on derivative and hedging activities, net ( 5 ) 65 ( 341 )
Gains on sale of loans, net ( 368,880 ) ( 254,928 ) ( 160,290 )
(Gains) losses on securities, net 9,795 ( 467 ) ( 2,678 )
Acquisition transaction costs, net — — 952
Other adjustments to net income, net 7,080 12,563 16,212
Changes in operating assets and liabilities:
Increase in accrued interest receivable ( 1,180,383 ) ( 1,110,434 ) ( 1,054,071 )
Decrease in trading investments 1,634 — —
Increase in non-marketable securities ( 740 ) ( 11,336 ) ( 1,256 )
Decrease in other interest-earning assets 4,760 4,349 1,933
Increase in other assets ( 50,215 ) ( 6,531 ) ( 38,902 )
Increase (decrease) in income tax payable, net 30,278 ( 20,408 ) 36,723
Increase (decrease) in accrued interest payable ( 10,964 ) 3,423 33,480
Decrease in other liabilities ( 54,584 ) ( 15,180 ) ( 27,807 )
Total adjustments ( 1,143,428 ) ( 937,720 ) ( 726,028 )
Total net cash used in operating activities ( 398,581 ) ( 329,395 ) ( 144,637 )
Investing activities
Loans acquired and originated ( 7,461,498 ) ( 7,064,230 ) ( 6,452,199 )
Net proceeds from sales of loans held for investment and loans held for sale 5,239,145 4,246,602 3,198,502
Proceeds from FFELP Loan claim payments — 27,579 50,145
Net decrease in loans held for investment and loans held for sale (other than loans acquired and originated, and loan sales) 2,901,589 2,725,473 3,046,064
Purchases of available-for-sale securities ( 81,336 ) ( 91,881 ) ( 105,970 )
Proceeds from sales and maturities of available-for-sale securities 448,860 832,450 265,652
Purchase of subsidiary, net of cash acquired — — ( 14,654 )
Total net cash provided by (used in) investing activities 1,046,760 675,993 ( 12,460 )
Financing activities
Brokered deposit placement fee ( 8,282 ) ( 7,975 ) ( 7,841 )
Net (decrease) increase in certificates of deposit ( 662,401 ) 88,444 953,412
Net increase (decrease) in other deposits 652,886 ( 687,108 ) ( 770,485 )
Issuance costs for Secured Borrowings ( 42 ) — ( 15 )
Secured Borrowings - issued, net of discount and deferred fees 536,610 2,206,704 1,135,036
Secured Borrowings - repaid ( 1,119,518 ) ( 1,004,117 ) ( 1,154,269 )
Fees paid on Secured Borrowing Facility ( 2,955 ) ( 2,357 ) ( 2,868 )
Issuance costs for Unsecured Borrowings ( 1,942 ) — —
Unsecured Borrowings - issued, net of discount and underwriting fees 493,885 — —
2025 Form 10-K — SLM CORPORATION F-13
Unsecured Borrowings - repaid ( 500,000 ) — —
Borrowings under Secured Borrowing Facility 700,000 — —
Repayments of borrowings under Secured Borrowing Facility ( 700,000 ) — —
Preferred stock dividends paid ( 15,725 ) ( 18,296 ) ( 17,705 )
Common stock dividends paid ( 107,691 ) ( 99,172 ) ( 101,233 )
Common stock repurchased ( 368,736 ) ( 247,968 ) ( 350,264 )
Net cash (used in) provided by financing activities ( 1,103,911 ) 228,155 ( 316,232 )
Net (decrease) increase in cash, cash equivalents and restricted cash ( 455,732 ) 574,753 ( 473,329 )
Cash, cash equivalents and restricted cash at beginning of year 4,874,260 4,299,507 4,772,836
Cash, cash equivalents and restricted cash at end of year $ 4,418,528 $ 4,874,260 $ 4,299,507
Cash disbursements made for:
Interest $ 1,111,851 $ 1,109,084 $ 963,260
Reconciliation of the Consolidated Statements of Cash Flows to the Consolidated Balance Sheets:
Cash and cash equivalents $ 4,241,265 $ 4,700,366 $ 4,149,838
Restricted cash 177,263 173,894 149,669
Total cash, cash equivalents and restricted cash $ 4,418,528 $ 4,874,260 $ 4,299,507
Supplemental non-cash operating and investing activities:
Accrued interest capitalized during the period $ 691,917 $ 632,504 $ 632,649
Trading investments received in consideration for loans sold $ 1,362 $ 5,218 $ 5,327
Available-for-sale investments received in consideration for loans sold $ 131,384 $ 210,371 $ 162,256
See accompanying notes to consolidated financial statements.
F- 14 SLM CORPORATION — 2025 Form 10-K
1. Organization and Business
SLM Corporation (“Sallie Mae,” “SLM,” the “Company,” “we,” “our,” or “us”) is a holding company that operates through a number of subsidiaries and is the premier financial brand for higher education.
While the Sallie Mae name has existed for more than 50 years, the company that operates as Sallie Mae today, SLM Corporation, was formed in late 2013 and includes its wholly owned subsidiary, Sallie Mae Bank, an industrial bank established in 2005 (the “Bank”). On April 30, 2014, we legally separated (the “Spin-Off”) from another public company that is now named Navient Corporation (“Navient”), which is in the education loan management, consolidation loan, and business processing businesses. We are a consumer banking business and did not retain any assets or liabilities generated prior to the Spin-Off other than those explicitly retained by us pursuant to the documents executed in connection with the Spin-Off. We sometimes refer to the company that existed prior to the Spin-Off as “pre-Spin-Off SLM.”
Our primary business is to originate and service loans we make to students and their families to finance the cost of their education. We use “Private Education Loans” to mean education loans to students or their families that are not made, insured, or guaranteed by any state or federal government. Private Education Loans do not include loans insured or guaranteed under the previously existing Federal Family Education Loan Program (“FFELP Loans”). The core of our marketing strategy is to generate Private Education Loan originations by promoting our products on campuses through the financial aid offices as well as through online and direct marketing to students and their families. The Bank is regulated by the Utah Department of Financial Institutions (the “UDFI”), the Federal Deposit Insurance Corporation (the “FDIC”), and the Consumer Financial Protection Bureau (the “CFPB”).
2. Significant Accounting Policies
Use of Estimates and Assumptions
The financial reporting and accounting policies of SLM Corporation conform to generally accepted accounting principles in the United States of America (“GAAP”). The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Key accounting policies that include significant judgments and estimates include the valuation of allowance for credit losses.
Consolidation
The consolidated financial statements include the accounts of SLM Corporation and its majority-owned and controlled subsidiaries after eliminating the effects of intercompany accounts and transactions.
Variable Interest Entities (“VIEs”)
VIEs are entities that, by design: (i) lack sufficient equity to permit the entity to finance its activities independently or (ii) have equity holders that do not have the power to direct the activities of the entity that most significantly impact the entity’s economic performance, the obligation to absorb the entity’s losses, or the rights to receive the entity’s residual returns.
We consolidate any VIE where we have determined we are the primary beneficiary. The primary beneficiary is the entity which has both: (i) the power to direct the activities of the VIE that most significantly impact the VIE’s economic performance; and (ii) the obligation to absorb losses or receive benefits of the entity that could potentially be significant to the VIE.
When we provide services to VIEs, including loan servicing and loan program management, fees earned by the Company are not deemed variable interests if (i) the fees are compensation for the services provided and commensurate with the level of effort required to provide those services; (ii) the service arrangement includes only terms, conditions, or amounts that are customarily present in arrangements for similar services negotiated at arm’s length; and (iii) the decision maker does not hold other interests in the entity that individually, or in the aggregate, would absorb more than an insignificant amount of the entity’s expected losses or receive more than an insignificant amount of the entity’s expected residual returns. If fees do not meet these criteria they are generally deemed to be variable interests.
2025 Form 10-K — SLM CORPORATION F-15
2. Significant Accounting Policies (Continued)
Private Credit Strategic Partnership
In November 2025, we entered into a multi-year strategic partnership with a leading global investment firm (the “Strategic Partner”). In November 2025, we transferred to a VIE established by the Strategic Partner approximately $ 1.0 billion of our Private Education Loans, including $ 922 million in principal, $ 92 million in capitalized interest, and $ 6 million in accrued interest. The transfer was accounted for as a sale resulting in a gain of $ 45 million in the consolidated statements of income. We did not retain any economic interests in the VIE, and our fees were not deemed to be variable interests. See “— Variable Interest Entities (“VIEs”)” in this Note 2 for additional details.
Cash and Cash Equivalents
Cash and cash equivalents include cash held in the Federal Reserve Bank of San Francisco (the “FRB”) and commercial bank accounts, and other short-term liquid instruments with original maturities of three months or less. Fees associated with investing cash and cash equivalents are amortized into interest income using the effective interest rate method.
Trading Investments
We periodically sell Private Education Loans through securitization transactions where we are required to retain a five percent vertical risk retention interest (i.e., five percent of each class issued in the securitizations). We classify those vertical risk retention interests related to the transactions as available-for-sale investments, except for the interest in the residual classes, which we classify as trading investments recorded at fair value with changes recorded through earnings.
Available-for-Sale Investments
Our available-for-sale investments consist of mortgage-backed securities, Utah Housing Corporation bonds, U.S. government-sponsored enterprises and Treasury securities, and the vertical risk retention interests described above (other than residual classes). We record our investment purchases and sales on a trade date basis. The amortized cost of debt securities is adjusted for amortization of premiums and accretion of discounts, which are amortized using the effective interest rate method.
Our investments are classified as available-for-sale and reported at fair value. Unrealized gains or losses on available-for-sale investments are recorded in equity and reported as a component of other comprehensive income (loss), net of applicable income taxes.
We assess unrealized losses on available-for-sale debt securities that we have the ability and intent to hold for a period of time sufficient to recover the amortized cost of the security, for the purpose of determining credit impairment. If any credit impairment exists, an allowance for losses is established for the amount of the unrealized loss that is determined to be credit-related.
Other Investments
We hold investments in non-marketable securities and account for these investments at cost, less impairment, plus or minus observable price changes of identical or similar securities of the same issuer.
We also invest in affordable housing projects that qualify for the low-income housing tax credit (“LIHTC”), which is designed to promote private development of low-income housing. These investments generate a return mostly through realization of federal tax credits.
Loans Held for Investment
Loans, consisting of Private Education Loans, that we have the ability and intent to hold for the foreseeable future, are classified as held for investment, and are carried at amortized cost. Amortized cost includes the unamortized premiums, discounts, and capitalized origination costs and fees, all of which are amortized to interest income as discussed under “ — Loan Interest Income.” Loans that are held for investment are reported net of an allowance for credit losses.
Loans Held for Sale
Any loans we have not classified as held for investment are classified as held for sale and are carried at the lower of cost or fair value. Loans are classified as held for sale when we have the intent and ability to sell such loans. Loans that are held for sale do not have the associated premium, discount, and capitalized origination costs and fees amortized into interest income. When a decision has been made to sell loans not previously classified as held for sale, such loans are transferred into the held for sale classification and carried at the lower of amortized cost basis (which excludes any allowance for credit losses) or fair value. At the time of the transfer to the held for sale classification, any amount by which
F- 16 SLM CORPORATION — 2025 Form 10-K
2. Significant Accounting Policies (Continued)
the amortized cost basis exceeds fair value is accounted for as a valuation allowance. Once a loan is classified as held for sale, we reverse any allowance for loan loss applicable to that loan.
As market conditions permit, we may sell or securitize loans as a source of financing for other loans. Due to varying structuring terms, certain transactions may qualify for sale treatment while others do not qualify for sale treatment and are recorded as financings. All of our education loans are initially categorized as held for investment. It is only when we have selected the loans to sell or securitize and the transaction qualifies as a sale that we transfer the loans into the held for sale classification and carry them at the lower of cost or fair value. If we anticipate recognizing a gain related to the impending securitization or sale, then the fair value of the loans is higher than their respective cost basis and no valuation allowance is recorded.
See Note 6,“Loans Held for Sale” and Note 24, “Subsequent Events” in this Form 10-K for additional information.
Restricted Cash
Restricted cash primarily includes amounts held in student loan securitization trusts and other secured borrowings. This cash must be used to make payments related to trust obligations. Amounts on deposit in these accounts are primarily the result of timing differences between when principal and interest is collected on the trust assets and when principal and interest is paid on trust liabilities.
Allowance for Credit Losses
We maintain an allowance for credit losses for the lifetime expected credit losses on loans in our portfolios, as well as for future loan commitments, at the reporting date.
In determining the lifetime expected credit losses on our Private Education Loan portfolio loan segments, we use a discounted cash flow method. This method requires us to project future principal and interest cash flows on our loans in those portfolios.
To estimate the future expected cash flows, we use statistical loan-level models that consider life of loan expectations for defaults, prepayments, recoveries, and any other qualitative adjustments deemed necessary, to determine the adequacy of the allowance at each balance sheet date. These cash flows are discounted at the loan’s effective interest rate to calculate the present value of those cash flows. Management adjusts the effective interest rate used to discount expected cash flows to incorporate expected prepayments. The difference between the present value of those cash flows and the amortized cost basis of the underlying loans is the allowance for credit losses. Entities that measure credit losses based on the present value of expected future cash flows are permitted to report the entire change in present value as credit loss expense, but may alternatively report the change in present value due to the passage of time as interest income. We have elected to report the entire change in present value as credit loss expense.
We estimate future default rates used in our current expected credit losses at a loan level using historical loss experience, current borrower characteristics, current conditions, and economic factors forecasted over a reasonable and supportable period. At the end of the reasonable and supportable forecast period, we immediately revert our forecasted economic factors to long-term historical averages. We estimate future prepayment speeds used in our current expected credit losses at a loan level using historical prepayment experience, current borrower characteristics, current conditions, and economic factors forecasted over a reasonable and supportable period.
The reasonable and supportable forecast period is meant to represent the period in which we believe we can estimate the impact of forecasted economic factors in our expected losses. We use a two-year reasonable and supportable forecast period, although this period is subject to change as our view evolves on our ability to reasonably forecast economic conditions to estimate future losses.
In estimating future default rates and prepayment speeds in our current expected credit losses, we use a combination of expected economic scenarios coupled with our historical experience and adjust for any qualitative factors (as described below). We also develop an adverse and favorable economic scenario. At each reporting date, we determine the appropriate weighting of these alternate scenarios based upon the current economic conditions and our view of the risks of alternate outcomes. This weighting of expectations is used in calculating our current expected credit losses recorded each period.
We obtain forecasts for our expected loss model from an external economic data provider who provides us with a range of economic forecasts with various likelihoods of occurrence. Management reviews and weighs the economic forecasts for each of these inputs to calculate our allowance for credit losses. Our forecasting process reflects management’s continuous review of forecasting assumptions and model inputs and is consistent with our internal governance, risk management framework and CECL methodologies. Management continues to review both the scenarios
2025 Form 10-K — SLM CORPORATION F-17
2. Significant Accounting Policies (Continued)
and their respective weightings each quarter in determining the allowance for credit losses. The most recent adjustment to scenario weightings occurred in the first quarter of 2025.
In estimating recoveries, we use both estimates of what we expect to receive from the sale of defaulted loans as well as historical borrower payment behavior to estimate the timing and amount of future recoveries on charged-off loans.
In addition to the above modeling approach, we also take certain qualitative factors into consideration when calculating the allowance for credit losses, which could result in management overlays (increases or decreases to the allowance for credit losses). These management overlays can encompass a broad array of factors not captured by model inputs, including, but not limited to, changes in lending policies and procedures, including changes in underwriting standards, changes in servicing policies and collection administration practices, including changes we have implemented to our loan modification programs, state law changes that could impact servicing and collection practices, charge-offs, recoveries not already included in the analysis, the effect of other external factors such as shifts in the macroeconomic environment or legal and regulatory requirements that impact the level of estimated current expected credit losses or prepayments, the performance of the model over time versus actual losses, and any other operational or regulatory changes that could materially affect our estimate of future losses.
The evaluation of the allowance for credit losses is inherently subjective, as it requires material estimates that may be susceptible to significant changes. If actual future performance in delinquency, charge-offs, and recoveries is significantly different than estimated, or management assumptions or practices were to change, this could materially affect the estimate of the allowance for credit losses, the timing of when losses are recognized, and the related provision for credit losses in our consolidated statements of income.
When calculating our allowance for credit losses and liability for unfunded commitments, we incorporate several inputs that are subject to change period to period. These include, but are not limited to, CECL model inputs and any overlays deemed necessary by management. The most impactful CECL model inputs include:
• Economic forecasts;
• Weighting of economic forecasts; and
• Recovery rates.
Of the model inputs outlined above, economic forecasts, weighting of economic forecasts, and recovery rates are subject to estimation uncertainty, and changes in these inputs could have a material impact to our allowance for credit losses and the related provision for credit losses.
In 2023, we experienced slower prepayment rates due to the rising interest rate environment. Historically, when rates rise, loan prepayments generally decline due to a reduction in consolidation activity of our borrowers to third party lenders, and when rates decline, loan prepayments generally rise due to an increase in consolidation activity of our borrowers to third party lenders. During 2023, our estimates of future prepayment speeds reflected the then current interest rate environment and future expectations of increased prepayment speeds in line with market expectations of a decline in interest rates based on the scenarios produced by an external data provider described above. Slower prepayment speeds increase the allowance for credit losses because the loss rates applied in the future periods are applied to higher loan balances. In the second quarter of 2024, we implemented a loan-level future default rate model that includes current portfolio characteristics and forecasts of real gross domestic product and college graduate unemployment.
In the second quarter of 2024, we also implemented a future prepayment speeds model to include forecasts of real gross domestic product, retail sales, the Secured Overnight Financing Rate (“SOFR”), and the U.S. 10-year treasury rate. These models reduced the reliance on certain qualitative overlays compared to the previous default rate and prepayment speeds models. Prior to these changes, our default rate and prepayment speeds models used forecasts of college graduate unemployment, retail sales, home price index, and median family income. Both the future default rate model and the future prepayment speeds model are used in determining the adequacy of the allowance for credit losses.
Below we describe in further detail our policies and procedures for the allowance for credit losses as they relate to our Private Education Loan portfolio. During the third quarter of 2024, we reclassified our FFELP Loan portfolio to loans held for sale and subsequently sold the FFELP Loan portfolio to a third party during the fourth quarter of 2024. During the third quarter of 2022, we reclassified our Credit Card loan portfolio to loans held for sale and subsequently sold the Credit Card portfolio to a third party in May 2023.
F- 18 SLM CORPORATION — 2025 Form 10-K
2. Significant Accounting Policies (Continued)
Estimates are also made on our Private Education Loans regarding when each borrower will separate from school. The cash flow timing of when a borrower will begin making full principal and interest payments is dependent upon when the student either graduates or leaves school. These dates can change based upon many factors. We receive information regarding projected graduation dates from a third-party clearinghouse. The separation from school date is updated quarterly based on updated information received from the clearinghouse.
Additionally, when we have a contractual obligation to fund a loan or a portion of a loan at a later date, we make an estimate regarding the percentage of this obligation that will be funded. This estimate is based on historical experience. For unfunded commitments, we recognize the related life of loan allowance as a liability. Once the loan is funded, that liability transfers to the allowance for Private Education Loan losses. For newly originated loans that will be sold to strategic partners, due to the near-term timing of the loan sale and credit quality of the loans, we believe there is no risk of credit loss and do not record an allowance for the unfunded loan commitments related to the loans classified as held for sale.
Key Credit Quality Indicators - Private Education Loans
We determine the collectability of our Private Education Loan portfolio by evaluating certain risk characteristics. We consider credit score at original approval and periodically refreshed/updated credit scores through the loan’s term, existence of a cosigner, loan status, and loan seasoning as the key credit quality indicators because they have the most significant effect on the determination of the adequacy of our allowance for credit losses. Credit scores are an indicator of the creditworthiness of borrowers, and the higher the credit scores the more likely it is the borrowers will be able to make all of their contractual payments. Loan status affects the credit risk because a past due loan is more likely to result in a credit loss than a current loan. Additionally, loans in the deferred payment status have different credit risk profiles compared with those in current pay status. Loan seasoning affects credit risk because a loan with a history of making payments generally has a lower incidence of default than a loan with a history of making infrequent or no payments. The existence of a cosigner lowers the likelihood of default as well. We monitor and update these credit quality indicators in the analysis of the adequacy of our allowance for credit losses on a quarterly basis.
In the second quarter of 2023, we changed how we collect on defaulted loans. Previously, we used a mix of in-house collectors and sales to third parties. We continue to sell a segment of defaulted loans immediately after charge-off but no longer sell retained defaulted loans (that have been subject to internal collection attempts for six months) to third parties and instead continue our collection efforts using in-house collectors and third-party collectors. When we estimate the timing and amount of future recoveries on charged-off loans, we no longer include expectations of future sales on retained defaulted loans. We continue to monitor how we collect on defaulted loans and may modify the approach from time to time based on performance, industry conventions, and/or regulatory feedback.
Private Education Loans generally do not require borrowers to begin principal and interest repayment until at least six months after the borrowers have graduated or otherwise separated from school. Consequently, the loss estimates for these loans are generally low while the borrower is in school and then increase upon the end of the grace period after separation from school. At December 31, 2025 and 2024, 25 percent and 26 percent, respectively, of the principal balance of the Private Education Loan portfolio was related to borrowers who were then in an in-school (fully deferred), grace, or other deferment status and not required to make payments.
Our collection policies for Private Education Loans allow for periods of nonpayment (forbearance) for certain borrowers requesting an extended grace period upon leaving school or experiencing temporary difficulty meeting payment obligations.
As part of concluding on the adequacy of the allowance for credit losses for Private Education Loans, we review key allowance and loan metrics. The most relevant of the metrics considered are the allowance coverage of net charge-offs ratio; the allowance as a percentage of ending total loans plus unfunded loan commitments and total accrued interest receivable; and delinquency and forbearance percentages.
We consider a Private Education Loan to be delinquent if the borrower has not made a required payment prior to the 31st day after such payment was contractually due.
Off-Balance Sheet Exposure for Contractual Loan Commitments
When we approve a Private Education Loan at the beginning of an academic year, that approval may cover the borrowing for the entire academic year. As such, we do not always disburse the full amount of the loan at the time of such approval, but instead have a commitment to fund a portion of the loan at a later date (usually the start of the second semester or subsequent trimesters). We estimate expected credit losses over the contractual period in which we are exposed to credit risk via a contractual obligation to extend credit unless that obligation is unconditionally cancellable by us. The discounted cash flow approach described above includes expected future contractual disbursements. The portion
2025 Form 10-K — SLM CORPORATION F-19
2. Significant Accounting Policies (Continued)
of the allowance for credit losses related to future disbursements is shown as a liability on the face of the balance sheet, and related provision for credit losses is reflected on the income statement.
Uncollectible Interest
The majority of the total accrued interest receivable on our Private Education Loan portfolio represents accrued interest on deferred loans where no payments are due while the borrower is in school and on fixed-pay loans where the borrower makes a $ 25 monthly payment that is smaller than the interest accrued on the loan in that month. The accrued interest on these loans will be capitalized and increase the unpaid principal balance of the loans when the borrower exits the grace period after separation from school. The discounted cash flow approach and the allowance for credit losses described above consider both the collectability of principal and accrued interest. The allowance for uncollectible interest estimates the additional uncollectible interest that is not captured in the allowance for credit losses. The allowance for uncollectible interest uses historical experience to estimate the uncollectible interest on loans for which payment in full of principal or interest is not expected. This amount is recorded as a reduction of interest income. Accrued interest receivable is separately disclosed on the face of the balance sheet.
For loans held in investment that are not currently in full principal and interest repayment status or interest-only repayment status, we recognize the allowance for the portion of uncollectible interest representing amounts to be capitalized after separation from school and the expiration of the grace period to the provisions for credit losses and classify this allowance as part of our allowance for credit losses.
The allowance for the portion of uncollectible interest on loans making full interest payments estimates the additional uncollectible interest that is not captured in the allowance for credit losses and will continue to be recorded as a reduction of interest income. As we maintain an allowance for uncollectible interest on loans making full interest payments and an allowance for credit losses for the interest on loans where all, or a portion of the interest, will be capitalized in the future, we do not place loans in nonaccrual status prior to charge-off. However, if it is determined that an individual loan or pool of loans is high risk, they may be placed on nonaccrual status, which entails stopping the accrual of interest on those loans until such time that the borrower(s) have made a sufficient number of payments (typically six months) to return to accrual status. At both December 31, 2025 and December 31, 2024, we had an immaterial amount of loans in nonaccrual status.
Allowance for FFELP Loan Losses
During the third quarter of 2024, we transferred our FFELP Loan portfolio to loans held for sale as we planned to sell our FFELP Loan portfolio. At that time, we wrote down this loan portfolio to its estimated fair value through an adjustment to the allowance for credit losses of $ 8 million. We subsequently sold the FFELP Loan portfolio to a third party in the fourth quarter of 2024.
FFELP Loans are insured as to their principal and accrued interest in the event of default, subject to a risk-sharing level based on the date of loan disbursement. These insurance obligations are supported by contractual rights against the United States. For loans disbursed on or after July 1, 2006, owners receive 97 percent reimbursement on all qualifying claims. For loans disbursed after October 1, 1993, and before July 1, 2006, owners receive 98 percent reimbursement on all qualifying claims. For loans disbursed prior to October 1, 1993, owners receive 100 percent reimbursement. Because owners bear a maximum of three percent loss exposure due to this federal guarantee, our allowance for credit losses for FFELP Loans and related periodic provision expense were relatively small.
For the year ended December 31, 2023, we used the gross loss approach when estimating the allowance for credit losses for the unguaranteed portion of our FFELP Loans. We maintained an allowance for credit losses for our FFELP Loans at a level sufficient to cover lifetime expected credit losses. The allowance for FFELP Loan losses used historical experience of customer default behavior. We applied the default rate projections, net of applicable risk sharing, to our FFELP Loans for the respective period to perform our quantitative calculation. Once the quantitative calculation was performed, we reviewed the adequacy of the allowance for credit losses and determined if qualitative adjustments needed to be considered.
Business Combinations
On March 4, 2022, we completed the acquisition of the assets primarily used or held for use of Epic Research Education Services, LLC, which did business as Nitro College (“Nitro”). Nitro provided resources that helped students and families evaluate how to responsibly pay for college and manage their financial responsibilities after graduation. The addition of Nitro supports our mission of providing students with the confidence needed to successfully navigate the higher education journey. The acquisition of the Nitro assets, including its employees and intellectual property, expanded our digital marketing capabilities, reduced the cost to acquire customer accounts, and accelerated our progress to become a
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2. Significant Accounting Policies (Continued)
broader education solutions provider for students before, during, and immediately after college. In 2024, we completed the transition of the related Nitro branding to the Sallie and Sallie Mae brands and platforms.
On July 21, 2023, we completed the acquisition of several key assets of Scholly, Inc. (“Scholly”). Scholly was engaged in the business of operating as a scholarship publishing and servicing platform, comprised of websites and mobile application search products that offered custom recommendations for post-secondary scholarships for students, their families, and others as well as related services for scholarship providers. The addition of Scholly assets supports our mission of providing students with the confidence needed to successfully navigate the higher education journey.
These acquisitions were accounted for as business combinations using the acquisition method of accounting in accordance with the Accounting Standard Codification 805, “Business Combinations,” of the Financial Accounting Standards Board (“FASB”), whereby as of the respective acquisition date, the acquired tangible assets and liabilities were recorded at their estimated fair values. The identifiable intangible assets were recorded at fair values as determined by an independent appraiser. The final purchase price allocation for Nitro resulted in an excess purchase price over fair value of net assets acquired, or goodwill, of $ 51 million. The final purchase price allocation for Scholly resulted in an excess purchase price over fair value of net assets acquired, or goodwill, of $ 5 million.
The results of operations of Nitro and Scholly have been included in our consolidated financial statements since the respective acquisition dates. We have not disclosed the pro forma impact of these acquisitions to the results of operations for the year ended December 31, 2023, as the pro forma impacts were deemed immaterial. Transaction costs associated with the Scholly acquisition were approximately $ 1 million and were expensed as incurred within “Other operating expenses” in the consolidated statements of income for the year ended December 31, 2023.
Identifiable intangible assets at the acquisition date of Nitro included definite life intangible assets with an aggregate fair value of approximately $ 75 million, including trade names and trademarks, customer relationships, and developed technologies. In the fourth quarter of 2023, we impaired our Nitro trade name and trademarks intangible asset. See Note 9, “Goodwill and Acquired Intangible Assets” in this Form 10-K for additional details.
Identifiable intangible assets at the acquisition date of Scholly included definite life intangible assets with an aggregate fair value of approximately $ 11 million, including trade names and trademarks, developed technologies, customer relationships, and partner relationships.
See “—Goodwill and Acquired Intangible Assets” in this Note 2 and Note 9, “Goodwill and Acquired Intangible Assets” in this Form 10-K for additional details.
Goodwill and Acquired Intangible Assets
Acquisitions are accounted for under the acquisition method of accounting, which results in the Company allocating the purchase price to the fair value of the acquired assets, liabilities, and non-controlling interests, if any, with the remaining purchase price allocated to goodwill.
Goodwill is not amortized but is tested periodically for impairment. We test goodwill for impairment annually in the fourth quarter of the year, or more frequently if we believe that indicators of impairment exist. We complete a goodwill impairment analysis, which may be a qualitative or a quantitative analysis depending on the facts and circumstances associated with the reporting unit. In conjunction with a qualitative impairment analysis, we assess relevant qualitative factors to determine whether it is “more-likely-than-not” that the fair value of a reporting unit is less than its carrying amount. The “more-likely-than-not” threshold is defined as having a likelihood of more than 50 percent. If, based on first assessing impairment utilizing a qualitative approach, we determine it is “more-likely-than not” that the fair value of the reporting unit is less than its carrying amount, we will also complete a quantitative impairment analysis. In conjunction with a quantitative impairment analysis, we compare the fair value of the reporting unit to the reporting unit’s carrying value, including goodwill. If the carrying value of the reporting unit exceeds the fair value, goodwill is impaired in an amount equal to the amount by which the carrying value exceeds the fair value of the reporting unit, but not to exceed the goodwill amount attributed to the reporting unit.
Acquired intangible assets include trade names and trademarks, customer relationships, developed technologies, and partner relationships. Our acquired intangible assets have finite lives and are amortized over their estimated useful lives in proportion to their estimated economic benefit. We review our long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable.
See Note 9, “Goodwill and Acquired Intangible Assets” in this Form 10-K for additional details.
2025 Form 10-K — SLM CORPORATION F-21
2. Significant Accounting Policies (Continued)
Deposits
Our retail deposit accounts are principally certificates of deposit (“CDs”), money market deposit accounts (“MMDAs”), and high-yield savings (“HYS”) accounts. CDs are accounts that have a stipulated maturity and interest rate. Retail CDs may be withdrawn early, but a penalty is assessed. MMDA and HYS accounts are both interest and non-interest-bearing accounts that have no maturity or expiration date. For retail MMDA and HYS accounts, the depositor may be required to give written notice of any intended withdrawal not less than seven days before the withdrawal is made.
The Bank also includes brokered CDs in its funding base. Early withdrawal of brokered CDs is generally prohibited (except in the case of death or legal incapacity). Other deposit accounts include large interest-bearing omnibus accounts deposited in the Bank by commercial entities having custodial responsibilities for many underlying accounts. These omnibus accounts may be structured with or without fixed maturities, and may have fixed or variable interest rates.
Fair Value Measurement
We use estimates of fair value in applying various accounting standards for our financial statements. Fair value measurements are used in one of four ways:
• In the consolidated balance sheet with changes in fair value recorded in the consolidated statement of income;
• In the consolidated balance sheet with changes in fair value recorded in the accumulated other comprehensive income section of the consolidated statement of changes in equity;
• In the consolidated balance sheet for instruments carried at the lower of cost or fair value with impairment charges recorded in the consolidated statement of income; and
• In the notes to the consolidated financial statements.
Fair value is defined as the price to sell an asset or transfer a liability in an orderly transaction between willing and able market participants. In general, our policy in estimating fair value is to first look at observable market prices for identical assets and liabilities in active markets, where available. When these are not available, other inputs are used to model fair value such as prices of similar instruments, yield curves, volatilities, prepayment speeds, default rates, and credit spreads (including for our liabilities), relying first on observable data from active markets. Depending on current market conditions, additional adjustments to fair value may be based on factors such as liquidity, credit, and bid/offer spreads. Transaction costs are not included in the determination of fair value. When possible, we seek to validate the model’s output to market transactions. Depending on the availability of observable inputs and prices, different valuation models could produce materially different fair value estimates. The values presented may not represent future fair values and may not be realizable.
We categorize our fair value estimates based on a hierarchical framework associated with three levels of price transparency utilized in measuring financial instruments at fair value. Classification is based on the lowest level of input that is significant to the fair value of the instrument. The three levels are as follows:
• Level 1 — Quoted prices (unadjusted) in active markets for identical assets or liabilities that we have the ability to access at the measurement date. The types of financial instruments included in level 1 are highly liquid instruments with quoted prices.
• Level 2 — Inputs from active markets, other than quoted prices for identical instruments, are used to determine fair value. Significant inputs are directly observable from active markets for substantially the full term of the asset or liability being valued.
• Level 3 — Pricing inputs significant to the valuation are unobservable. Inputs are developed based on the best information available. However, significant judgment is required by us in developing the inputs.
Loan Interest Income
For all loans, including impaired loans (regardless of the delinquency status of the impaired loans), classified as held for investment, we recognize interest income as earned, adjusted for the amortization of deferred direct origination and acquisition costs. Deferred fees or costs are required to be recognized as yield adjustments over the life of the related loans and are recognized by the interest method. The objective of the interest method is to arrive at periodic interest income (including recognition of fees and costs) at a constant effective yield on the net investment in the receivable (i.e., the principal amount of the receivable adjusted by unamortized fees or costs, purchase premium or discount, and any hedging activity—these unamortized costs will collectively be referred to as “basis adjustments”). The difference between the periodic interest income so determined and the interest income determined by applying the stated interest rate to the
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2. Significant Accounting Policies (Continued)
outstanding principal amount of the receivable is the amount of periodic amortization of deferred direct origination and acquisition costs.
For the amortization of the basis adjustments, we determine the constant effective yield necessary to apply the interest method based upon the contractual terms of the loan contract, with no consideration given to expected prepayments.
For fixed-rate loans, when a prepayment occurs the unamortized balance of the basis adjustments is adjusted so that future amortization (based upon the contractual terms of the loan) will result in a constant effective yield equal to the original effective interest rate. Prepayments do not result in a change in the effective interest rate of the loan. We determine the contractual payments on a pool basis; as such, when a prepayment occurs, future contractual payments will be determined assuming the pool will make smaller payments through the original term of the contract. The adjustment to the unamortized basis adjustment balance is recorded in interest income.
For variable-rate loans, the effective interest rate at the time of origination is the loan’s effective interest rate assuming all future contractual payments. The effective interest rate remains the same for that loan until the loan rate changes. If there is no prepayment and no change in the stated interest rate, the periodic amortization of the basis adjustments is equal to the difference between the effective interest rate multiplied by the book basis and the contractual interest due. We determine the contractual payments on a pool basis; as such, when a prepayment occurs, future contractual payments will be determined assuming the pool will make smaller payments through the original term of the contract. The adjustment to the unamortized basis adjustment balance is recorded in interest income.
When the interest rate on a variable-rate loan changes, the effective interest rate is recalculated using the same methodology described in the previous paragraph; however, the future contractual payments are changed to reflect the new interest rate. There is no forecasting of future expected changes in interest rates. The accounting basis used to determine the effective interest rate of the cash flows is equal to the balances of the unpaid principal balance and unamortized basis adjustments at the time of the rate change.
We also paid the U.S. Department of Education (the “DOE”) an annual 105 basis point Consolidation Loan Rebate Fee on FFELP consolidation loans, which was netted against loan interest income. Additionally, interest earned on education loans reflects potential non-payment adjustments in accordance with our uncollectible interest recognition policy. We do not amortize any adjustments to the basis of loans when they are classified as held for sale.
We recognize certain fee income (primarily late fees) on all loans when earned according to the contractual provisions of the promissory notes, as well as our expectation of collectability. Fee income is recorded when earned in “other non-interest income” in the accompanying consolidated statements of income.
Interest Expense
Interest expense is based upon contractual interest rates and other fees, adjusted for the amortization of issuance costs, premiums, and discounts. We incur interest expense on interest-bearing deposits comprised of non-maturity savings deposits, brokered and retail CDs, brokered and retail MMDAs, as well as unsecured and secured financings. Our Private Education Loan multi-lender secured borrowing facility (the “Secured Borrowing Facility”) also incurs an unused facility fee on the amount of unfunded commitments. Interest expense is recognized when amounts are contractually due and is adjusted for net payments/receipts related to qualifying interest rate swap agreements designated as hedges of interest-bearing liabilities. Interest expense also includes the amortization of deferred gains and losses on closed qualifying hedge transactions. Amortization of debt issuance costs, premiums, discounts, and terminated hedge-basis adjustments are recognized using the effective interest rate method. Refer to Note 10, “Deposits,” and Note 11, “Borrowings” in this Form 10-K for further details of our interest-bearing liabilities.
Transfers of Financial Assets
We account for the transfer and servicing of financial assets, including loans, in accordance with FASB ASC 860, Transfers and Servicing. The accounting treatment depends on whether the transfer qualifies as a sale or a secured borrowing. A transfer is recognized as a sale only if the assets are legally isolated from the transferor, the transferee is not constrained from pledging or exchanging the assets, and the transferor does not maintain effective control over the assets. When the transfer qualifies as a sale, the financial assets are derecognized from our consolidated balance sheets, and any resulting gain or loss on the sale is recognized.
2025 Form 10-K — SLM CORPORATION F-23
2. Significant Accounting Policies (Continued)
In most loan sale transactions, we retain loan servicing responsibilities. In sales to a strategic partner, in addition to retaining loan servicing, we will provide loan program management services to a strategic partner. We consider any continuing involvement with transferred financial assets in determining whether the transferred financial assets can be derecognized from the consolidated balance sheets. When loan servicing or loan program management services are involved, we perform an analysis to determine if fees earned by the Company are deemed variable interests. See “— Variable Interest Entities (“VIEs”)” in this Note 2 for additional details. If the criteria for sale accounting are not met, the transaction is accounted for as a secured borrowing and the financial assets remain on our consolidated balance sheets.
Gains on Sale of Loans, Net
We may participate and sell loans to third parties and affiliates. These sales may occur through whole loan sales or securitization transactions that qualify for sale treatment. If a transfer of loans qualifies as a sale, we derecognize the loan and recognize a gain or loss as the difference between the carry basis of the loan sold and liabilities retained and the compensation received. We recognize the results of a transfer of loans based upon the settlement date of the transaction. These loans were initially recorded as held for investment and were transferred to held for sale immediately prior to sale or securitization.
Other Income
Included in other income are late fees on both Private Education Loans and FFELP Loans, which we recognize when the cash has been received, income for servicing private student loans for third parties, and changes to our tax indemnification receivable from Navient. Other income also included fees related to our Credit Card program. At September 30, 2022, we transferred our Credit Card portfolio to loans held for sale and subsequently sold the Credit Card portfolio to a third party in May 2023.
Securitization Accounting
Our securitization transactions use a two-step structure with a special purpose entity VIE that legally isolates the transferred assets from us in the event of bankruptcy or receivership. Transactions receiving sale treatment are also structured to ensure that the holders of the beneficial interests issued are not constrained from pledging or exchanging their interests, and that we do not maintain effective control over the transferred assets. If these criteria are not met, the transaction does not meet the criteria for sale treatment and is accounted for as an on-balance sheet secured borrowing. If a securitization qualifies as a sale, we assess whether Sallie Mae is the primary beneficiary of the securitization trust and thus required to consolidate the trust. We are considered the primary beneficiary if we have both: (i) the power to direct the activities of the VIE that most significantly impact the VIE’s economic performance; and (ii) the obligation to absorb losses or receive benefits of the entity that could potentially be significant to the VIE. As there is not a bright-line test for determining significance, the assessment of who has the power to significantly direct the activities of the VIE, and who has the obligation to absorb losses or receive benefits material to the VIE, can be qualitative and judgmental in nature. If we are determined to be the primary beneficiary, then no gain or loss is recognized on the transaction.
Irrespective of whether a securitization receives sale or on-balance sheet treatment, our continuing involvement with our securitization trusts is generally limited to:
• Owning the equity certificates of certain trusts;
• The servicing of the student loan assets within the securitization trusts, on both a pre- and post-default basis;
• Our acting as administrator for the securitization transactions we sponsored;
• Our responsibilities relative to representation and warranty violations; and
• The option to exercise the clean-up call and purchase the student loans from the trust when the pool balance is 10 percent or less of the original pool balance.
In 2025 and 2024, we executed several secured financing transactions. Based upon our relationships with these securitizations, we believe the consolidation assessment is straightforward. We consolidated our secured financing transactions because either we did not meet the accounting criterion for sales treatment or we determined we were the primary beneficiary of the VIE because we retained (i) the residual interest in the securitization and therefore had the obligation to absorb losses or receive benefits of the entity that could potentially be significant to the VIE, as well as (ii) the power to direct the activities of the VIE in our role as servicer.
The investors in our securitization trusts have no recourse to our other assets should there be a failure of the trust to pay when due. Generally, the only recourse the securitization trusts have to us is in the event we breach a seller representation or warranty or our duties as master servicer and servicer, in which event we are obligated to repurchase the related loans from the trust. We may also be responsible for indemnities in other instances for such things as willful misfeasance or bad faith.
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2. Significant Accounting Policies (Continued)
In 2025 and 2024, we also closed several loan sales and securitization transactions that were not consolidated on our balance sheet due to the transaction having met the criteria for sales treatment and Sallie Mae not being the primary beneficiary. In these transactions, we removed loans from our consolidated balance sheet and recognized any assets retained and liabilities assumed at fair value, and recorded a gain or loss on the transferred loans. Our continuing involvement in these securitization transactions mainly consists of acting as the primary servicer and holding certain retained interests. We provide additional information regarding these types of activities in Note 11, “Borrowings — Unconsolidated Funding Vehicles” in this Form 10-K.
Derivative Accounting
We account for our derivatives, consisting of interest rate swaps, at fair value on the consolidated balance sheets as either an asset or liability. Derivative positions are recorded as net positions by counterparty based on master netting arrangements (see Note 12, “Derivative Financial Instruments” in this Form 10-K), exclusive of accrued interest and cash collateral held or pledged. The Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (the “Dodd-Frank Act”) requires all standardized derivatives, including most interest rate swaps, to be submitted for clearing to central counterparties to reduce counterparty risk. Two of the central counterparties we use are the Chicago Mercantile Exchange (the “CME”) and the London Clearing House (the “LCH”). All variation margin payments on derivatives cleared through the CME and LCH are accounted for as legal settlement. As of December 31, 2025, $ 562 million notional of our derivative contracts were cleared on the CME and $ 11 million were cleared on the LCH. The derivative contracts cleared through the CME and LCH represent 98.0 percent and 2.0 percent, respectively, of our total notional derivative contracts of $ 573 million at December 31, 2025.
For derivatives cleared through the CME and LCH, the net gain (loss) position includes the variation margin amounts as settlement of the derivative and not collateral against the fair value of the derivative. The amount of variation margin included as settlement as of December 31, 2025 was $( 1 ) million and $( 0.1 ) million for the CME and LCH, respectively. Changes in fair value for derivatives not designated as hedging instruments are presented as realized gains (losses).
We determine the fair value for our derivative contracts primarily using pricing models that consider current market conditions and the contractual terms of the derivative contracts. These pricing models consider interest rates, time value, forward interest rate curves, and volatility factors. Inputs are generally from active financial markets.
The accounting for derivative instruments requires that every derivative instrument, including certain derivative instruments embedded in other contracts, be recorded on the balance sheet as either an asset or liability measured at fair value. Our derivative instruments are classified and accounted for by us as either fair value hedges or cash flow hedges.
Each derivative is designated to a specific (or pool of) liability(ies) on the consolidated balance sheets, and is designated as either a “fair value” hedge or a “cash flow” hedge. Fair value hedges are designed to hedge our exposure to the changes in fair value of a fixed-rate liability. For effective fair value hedges, both the hedge and the hedged item (for the risk being hedged) are recorded at fair value with any difference reflecting ineffectiveness recorded immediately in the consolidated statements of income. Cash flow hedges are designed to hedge our exposure to variability in cash flows related to variable-rate deposits. The assessment of the hedge’s effectiveness is performed at inception and on an ongoing basis, using regression testing. For hedges of a pool of liabilities, tests are performed to demonstrate the similarity of individual instruments of the pool. When it is determined that a derivative is not currently an effective hedge, ineffectiveness is recognized for the full change in fair value of the derivative with no offsetting amount from the hedged item since the last time it was effective. If it is also determined the hedge will not be effective in the future, we discontinue the hedge accounting prospectively and begin amortization of any basis adjustments that exist related to the hedged item.
Our derivative portfolio is made up of interest rate swaps that are centrally cleared through either the CME or the LCH. On October 16, 2020, both the CME and the LCH changed the price alignment interest and discount rate applied when valuing these transactions to SOFR. The ISDA 2020 LIBOR Fallbacks Protocol (the “ISDA Fallback Protocol”) was made available for adherence on October 23, 2020, with an effective date of January 25, 2021. Once adhered to by both counterparties in a bilateral relationship and the effective date is reached, the ISDA Fallback Protocol represents a change to the contractual terms of derivatives governed by each respective ISDA agreement between the Company and a derivative counterparty. We have elected the option provided in Topic 848 to not reassess previous accounting determinations as well as the option to not dedesignate a hedging relationship due to a current or future change in a critical or contractual term related to reference rate reform, including changes in the discount rate.
As our liabilities began to use alternatives to LIBOR before LIBOR was no longer published, for cash flow hedges of forecasted LIBOR based payments, we elected the expedient offered in Topic 848 to disregard the potential change in the designated hedged interest rate risk that may occur because of reference rate reform when we assess whether the hedged forecasted transactions are probable, in accordance with the requirements of “Derivatives and Hedging” Topic
2025 Form 10-K — SLM CORPORATION F-25
2. Significant Accounting Policies (Continued)
815. We have also elected the expedient provided by Topic 848 to assume the reference rate would not be replaced for the remainder of the hedging relationship when assessing hedge effectiveness.
Stock-Based Compensation
We recognize stock-based compensation cost in our consolidated statements of income using the fair value method. Under this method, we determine the fair value of the stock-based compensation at the time of the grant and recognize the resulting compensation expense over the shorter of the vesting period of the stock-based grant or the employee’s retirement eligible date. We do not apply a forfeiture rate to our stock-based compensation expense, but rather record forfeitures when they occur. We record all excess tax benefits/deficiencies related to the settlement of employee stock-based compensation to the income tax expense line item on our consolidated statements of income.
Income Taxes
We account for income taxes under the asset and liability approach, which requires the recognition of deferred tax liabilities and assets for the expected future tax consequences of temporary differences between the carrying amounts and tax basis of our assets and liabilities. To the extent tax laws change, deferred tax assets and liabilities are adjusted in the period that the tax change is enacted.
“Income tax expense (benefit)” includes (i) deferred tax expense (benefit), which represents the net change in the deferred tax asset or liability balance during the year when applicable, and (ii) current tax expense (benefit), which represents the amount of tax currently payable to or receivable from a tax authority plus amounts accrued for unrecognized tax benefits. Income tax expense (benefit) excludes the tax effects related to adjustments recorded in equity. Net deferred tax assets are included in “Income tax receivable, net” on the consolidated balance sheets.
An uncertain tax position is recognized only if it is more likely than not to be sustained upon examination based on the technical merits of the position. The amount of tax benefit recognized in the consolidated financial statements is the largest amount of benefit that is more than 50 percent likely of being sustained upon ultimate settlement of the uncertain tax position. We recognize interest and penalties related to unrecognized tax benefits in income tax expense (benefit).
Recently Adopted Accounting Pronouncements
In December 2023, the FASB issued Accounting Standards Update (“ASU”) No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. The ASU requires entities to disclose specific categories in the effective tax rate reconciliation and provide additional information for certain reconciling items. We adopted this amendment as of December 31, 2025, on a prospective basis. See Note 21, “Income Taxes” in this Form 10-K for additional details on the impact of adoption of the ASU.
Recently Issued Accounting Pronouncements
In November 2024, the FASB issued ASU No. 2024-03, Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosure (Subtopic 220-40): Disaggregation of Income Statement Expenses. The ASU is intended to provide more detailed information about specified categories of expenses (purchases of inventory, employee compensation, depreciation and amortization) included in certain expense captions presented on the consolidated statements of income. The guidance in this standard is effective for fiscal years beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027, with early adoption permitted. We are currently evaluating the impact of the ASU on our consolidated financial statements.
In September 2025, the FASB issued ASU No. 2025-06, Intangibles-Goodwill and Other-Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software. The ASU amendments modernize guidance to consider different methods of software development, updating the requirements for capitalization of software costs. The standard is effective for fiscal years beginning after December 15, 2027, and interim periods within those annual periods, with early adoption permitted. The ASU can be applied on a prospective, modified transition, or retrospective basis. We are currently evaluating the impact of the standard on our consolidated financial statements.
In November 2025, the FASB issued ASU No. 2025-09, Derivatives and Hedging (Topic 815): Hedge Accounting Improvements. The ASU is intended to improve the hedge accounting model to better portray the results of risk management activities in the financial statements. The ASU is effective for fiscal reporting periods beginning after December 15, 2026, and interim periods within those annual periods, with early adoption permitted. Adoption is on a prospective basis. We are currently evaluating the impact of the ASU on our consolidated financial statements.
In December 2025, the FASB issued ASU No. 2025-11, Interim Reporting (Topic 270): Narrow-Scope Improvements. The ASU provides clarifications intended to improve the consistency and usability of interim disclosure requirements, including a comprehensive listing of required interim disclosures and a new disclosure principle for reporting material events occurring after the most recent annual period. The standard is effective for fiscal years beginning after December
F- 26 SLM CORPORATION — 2025 Form 10-K
2. Significant Accounting Policies (Continued)
15, 2027, including interim periods within those fiscal years. We are currently evaluating the impact of the ASU on our consolidated financial statements.
3. Cash and Cash Equivalents
As of December 31, 2025, cash and cash equivalents include cash due from the FRB of $ 4.2 billion and cash due from depository institutions of $ 55 million. As of December 31, 2024, cash and cash equivalents include cash due from the FRB of $ 4.6 billion and cash due from depository institutions of $ 57 million. As of December 31, 2025 and 2024, we had no outstanding cash equivalents.
The FRB Term Deposit Facility program is used to facilitate the conduct of monetary policy by providing a tool that may be used to manage the aggregate quantity of reserve balances held by depository institutions. Under this program, the FRB accepts deposits for a stated maturity at a rate of interest determined via auction. The funds are removed from the accounts of participating institutions for the life of the term deposit. We did not participate in these auctions in 2025 or 2024, resulting in no interest reported. As of December 31, 2025 and 2024, no funds were on deposit with the FRB under this program.
2025 Form 10-K — SLM CORPORATION F-27
4. Investments
Trading Investments
We periodically sell Private Education Loans through securitization transactions where we are required to retain a five percent vertical risk retention interest (i.e., five percent of each class issued in the securitizations). We classify those vertical risk retention interests related to the transactions as available-for-sale investments, except for the interest in the residual classes, which we classify as trading investments recorded at fair value with changes recorded through earnings. At December 31, 2025 and 2024, we had $ 49 million and $ 53 million, respectively, classified as trading investments.
Available-for-Sale Investments
The amortized cost and fair value of securities available for sale are as follows:
As of December 31, 2025
(dollars in thousands) Amortized Cost Allowance for credit losses (1)
Gross Unrealized Gains Gross Unrealized Losses Estimated Fair Value
Available for sale:
Mortgage-backed securities $ 545,550 $ — $ 3,045 $ ( 54,371 ) $ 494,224
Utah Housing Corporation bonds 2,490 — — ( 334 ) 2,156
U.S. government-sponsored enterprises and Treasuries 649,087 — — ( 9,581 ) 639,506
Other securities 615,281 — 14,344 ( 7,441 ) 622,184
Total $ 1,812,408 $ — $ 17,389 $ ( 71,727 ) $ 1,758,070
As of December 31, 2024
(dollars in thousands) Amortized Cost Allowance for credit losses (1)
Gross Unrealized Gains Gross Unrealized Losses Estimated Fair Value
Available for sale:
Mortgage-backed securities $ 516,358 $ — $ 205 $ ( 73,235 ) $ 443,328
Utah Housing Corporation bonds 2,849 — — ( 490 ) 2,359
U.S. government-sponsored enterprises and Treasuries 948,009 — — ( 32,265 ) 915,744
Other securities 575,257 — 8,633 ( 12,095 ) 571,795
Total $ 2,042,473 $ — $ 8,838 $ ( 118,085 ) $ 1,933,226
(1) Represents the amount of impairment that has resulted from credit-related factors and that was recognized in the consolidated balance sheets (as a credit loss expense on available-for-sale securities). The amount excludes unrealized losses related to non-credit factors.
F-28 SLM CORPORATION — 2025 Form 10-K
4. Investments (Continued)
The following table summarizes the amount of gross unrealized losses for our available-for-sale securities and the estimated fair value for securities having gross unrealized loss positions, categorized by length of time the securities have been in an unrealized loss position:
Less than 12 months 12 months or more Total
As of December 31,
(dollars in thousands) Gross Unrealized Losses Estimated Fair Value Gross Unrealized Losses Estimated Fair Value Gross Unrealized Losses Estimated Fair Value
2025:
Mortgage-backed securities $ ( 164 ) $ 10,896 $ ( 54,207 ) $ 275,703 $ ( 54,371 ) $ 286,599
Utah Housing Corporation bonds — — ( 334 ) 2,156 ( 334 ) 2,156
U.S. government-sponsored enterprises and Treasuries — — ( 9,581 ) 639,506 ( 9,581 ) 639,506
Other securities ( 31 ) 11,913 ( 7,410 ) 119,191 ( 7,441 ) 131,104
Total $ ( 195 ) $ 22,809 $ ( 71,532 ) $ 1,036,556 $ ( 71,727 ) $ 1,059,365
2024:
Mortgage-backed securities $ ( 2,723 ) $ 137,585 $ ( 70,512 ) $ 290,257 $ ( 73,235 ) $ 427,842
Utah Housing Corporation bonds — — ( 490 ) 2,359 ( 490 ) 2,359
U.S. government-sponsored enterprises and Treasuries — — ( 32,265 ) 915,744 ( 32,265 ) 915,744
Other securities ( 74 ) 11,579 ( 12,021 ) 182,215 ( 12,095 ) 193,794
Total $ ( 2,797 ) $ 149,164 $ ( 115,288 ) $ 1,390,575 $ ( 118,085 ) $ 1,539,739
At December 31, 2025 and 2024, 179 of 295 and 236 of 278 , respectively, of our available-for-sale securities were in an unrealized loss position.
Impairment
For available-for-sale securities in an unrealized loss position, we first assess whether we intend to sell, or it is more likely than not that we will be required to sell, the security before recovery of its amortized cost basis. If either of these criteria are met, the security’s amortized cost basis is written down to fair value through net income. For securities in an unrealized loss position that do not meet these criteria, we evaluate whether the decline in fair value has resulted from credit loss or other factors. In making this assessment, we consider the extent to which fair value is less than amortized cost, any changes to the rating of the security by a rating agency, adverse conditions specifically related to the security, as well as any guarantees (e.g., guarantees by the U.S. Government) that may be applicable to the security. If this assessment indicates a credit loss exists, the credit-related portion of the loss is recorded as an allowance for losses on the security.
Our investment portfolio contains mortgage-backed securities issued by Ginnie Mae, Fannie Mae, and Freddie Mac, as well as Utah Housing Corporation bonds. We own these securities to meet our requirements under the Community Reinvestment Act (“CRA”). We also invest in other U.S. government-sponsored enterprise securities issued by the Federal Home Loan Banks, Freddie Mac, and the Federal Farm Credit Bank. Our mortgage-backed securities that were issued under Ginnie Mae programs carry a full faith and credit guarantee from the U.S. Government. The remaining mortgage-backed securities in a net loss position carry a principal and interest guarantee by Fannie Mae or Freddie Mac, respectively. Our Treasury and other U.S. government-sponsored enterprise bonds are rated Aaa by Moody’s Investors Service or AA+ by Standard and Poor’s. We have the intent and ability to hold these bonds for a period of time sufficient for the market price to recover to at least the adjusted amortized cost of the security. Based on this qualitative analysis, we have determined that no credit impairment exists.
We periodically sell Private Education Loans through securitization transactions where we are required to retain a five percent vertical risk retention interest. We classify the non-residual vertical risk retention interests as available-for-sale investments. We have the intent and ability to hold each of these bonds for a period of time sufficient for the market price to recover to at least the adjusted amortized cost of the security. We expect to receive all contractual cash flows related to these investments and do not consider a credit impairment to exist.
2025 Form 10-K — SLM CORPORATION F-29
4. Investments (Continued)
As of December 31, 2025, the amortized cost and fair value of securities, by contractual maturities, are summarized below. Contractual maturities versus actual maturities may differ due to the effect of prepayments.
As of December 31, 2025
Year of Maturity
(dollars in thousands)
Amortized Cost Estimated Fair Value
2026 $ 549,663 $ 540,684
2027 99,424 98,822
2038 62 64
2039 511 508
2042 1,790 1,572
2043 3,492 3,178
2044 3,573 3,311
2045 4,217 3,825
2046 6,529 5,831
2047 6,037 5,437
2048 1,655 1,512
2049 13,490 12,191
2050 94,634 76,567
2051 134,425 107,389
2052 50,158 44,980
2053 281,045 283,706
2054 121,281 118,987
2055 238,500 241,317
2056 169,380 174,492
2058 32,542 33,697
Total $ 1,812,408 $ 1,758,070
Some of the mortgage-backed securities and a portion of the government securities have been pledged to the FRB as collateral against any advances and accrued interest under the Primary Credit lending program sponsored by the FRB. We had $ 641 million and $ 610 million par value of securities pledged to this borrowing facility at December 31, 2025 and 2024, respectively, as discussed further in Note 11, “Borrowings” in this Form 10-K.
Other Investments
Investments in Non-Marketable Securities
We hold investments in non-marketable securities and account for these investments at cost, less impairment, plus or minus observable price changes of identical or similar securities of the same issuer. Changes in market value are recorded through earnings. Because these are non-marketable securities, we use observable price changes of identical or similar securities of the same issuer, or when observable prices are not available, use market data of similar entities, in determining any changes in the value of the securities. In the third quarter of 2024, we funded a new investment in non-marketable securities of an issuer whose securities we have not previously purchased. In the first quarter of 2025, we recognized an impairment on certain of our other non-marketable equity securities, related to our former credit card platform, resulting in a loss of $ 10 million, which is net of a valuation adjustment on a trading investment with the same issuer. At December 31, 2025 and December 31, 2024, our total investment in non-marketable securities was $ 12 million and $ 24 million, respectively.
F- 30 SLM CORPORATION — 2025 Form 10-K
4. Investments (Continued)
Low-Income Housing Tax Credit Investments
We invest in affordable housing projects that qualify for the LIHTC, which is designed to promote private development of low-income housing. These investments generate a return mostly through realization of federal tax credits and tax benefits from net operating losses on the underlying properties. We recognized $ 14 million, $ 13 million, and $ 11 million of tax credits and other tax benefits associated with investments in affordable housing projects within income tax expense for the years ended December 31, 2025, 2024, and 2023, respectively. The amount of amortization of such investments reported in income tax expense was $ 11 million, $ 10 million, and $ 9 million for the years ended December 31, 2025, 2024, and 2023, respectively. Total carrying value of the LIHTC investments was $ 96 million at December 31, 2025 and $ 82 million at December 31, 2024. We are periodically required to provide additional financial support during the investment period. Our liability for these unfunded commitments was $ 36 million at December 31, 2025 and $ 30 million at December 31, 2024.
5. Loans Held for Investment
Loans held for investment consist solely of Private Education Loans as of December 31, 2025. During the third quarter of 2024, we transferred our remaining FFELP Loan portfolio to loans held for sale and subsequently sold the FFELP Loan portfolio to an unaffiliated third party during the fourth quarter of 2024.
Our Private Education Loans are made largely to bridge the gap between the cost of higher education and the amount funded through financial aid, government loans, and customers’ resources. Private Education Loans bear the full credit risk of the customer. We manage this risk through risk-performance underwriting strategies and qualified cosigners. Private Education Loans may be fixed-rate or may carry a variable interest rate indexed to SOFR, the Secured Overnight Financing Rate. As of December 31, 2025 and December 31, 2024, 22 percent and 23 percent, respectively, of all our Private Education Loans were indexed to SOFR. We provide incentives for customers to include a cosigner on the loan, and the vast majority of Private Education Loans in our portfolio are cosigned. We also encourage customers to make payments while in school.
The following table summarizes our Private Education Loan sales to unaffiliated third parties for the periods presented.
Years Ended December 31,
(dollars in millions) 2025 2024 2023
Loan principal $ 4,530 $ 3,418 $ 2,927
Capitalized interest
422 274 226
Total Private Education Loans sold $ 4,952 $ 3,692 $ 3,153
Gain on sale of loans, net
$ 369 $ 255 $ 164
There were VIEs created in the execution of certain of these loan sales; however, based on our consolidation analysis, we are not the primary beneficiary of these VIEs. These transactions qualified for sale treatment and removed the balance of the loans from our balance sheet on the respective settlement dates. We remained the servicer of these loans pursuant to applicable servicing agreements executed in connection with the sales. For additional information, see Note 11, “Borrowings — Unconsolidated Funding Vehicles” in this Form 10-K.
Certain of these loans sales were a component of a larger transaction that included fees paid to us as a decision maker or service provider. Based on our analysis, we determined that the fees are not variable interests in VIEs. For additional information, see Note 2, “Significant Accounting Policies — Consolidation” in this Form 10-K.
2025 Form 10-K — SLM CORPORATION F-31
5. Loans Held for Investment (Continued)
Loans held for investment are summarized as follows:
As of December 31,
(dollars in thousands) 2025 2024
Loans Held for Investment, net:
Fixed-rate $ 16,952,620 $ 17,093,382
Variable-rate 4,707,814 5,141,626
Total Private Education Loans, gross 21,660,434 22,235,008
Deferred origination costs and unamortized premium/ (discount) 102,008 103,070
Allowance for loan losses ( 1,430,318 ) ( 1,435,920 )
Loans held for investment, net $ 20,332,124 $ 20,902,158
The estimated weighted average life of education loans in our portfolio was approximately 5.7 years and 5.6 years at December 31, 2025 and 2024, respectively.
The average balance (net of unamortized premium/(discount)) and the respective weighted average interest rates of loans in our portfolio are summarized as follows:
2025 2024 2023
Years Ended December 31, (dollars in thousands) Average Balance Weighted Average Interest Rate Average Balance Weighted Average Interest Rate Average Balance Weighted Average Interest Rate
Private Education Loans $ 22,654,942 10.56 % $ 21,121,545 10.81 % $ 21,039,701 10.86 %
FFELP Loans — — 413,338 7.45 574,218 7.19
Total portfolio $ 22,654,942 $ 21,534,883 $ 21,613,919
Certain Collection Tools — Private Education Loans
In recent years, we have made significant changes to our credit administration practices, enhancing our loss mitigation programs through both our forbearance and loan modification offerings. We adjust the terms of loans for certain borrowers when we believe such changes will help our borrowers manage their student loan obligations, achieve better student outcomes, and increase the collectability of the loans. These changes generally take the form of a temporary forbearance of payments, a temporary or permanent interest rate reduction, a temporary or permanent interest rate reduction with a permanent extension of the loan term, and/or a short-term extended repayment or interest-only alternative.
Forbearance
Forbearance allows a borrower to not make scheduled payments for a specified period of time. Our forbearance policies and practices vary depending upon whether a borrower is current or delinquent at the time forbearance is requested, generally with stricter requirements for delinquent borrowers. Using forbearance extends the original term of the loan by the term of forbearance taken. Forbearance does not grant any reduction in the total principal or interest repayment obligation. While a loan is in forbearance status, interest continues to accrue and is capitalized (added to principal) at the end of the forbearance. Interest will not capitalize at the end of certain types of forbearance, such as disaster forbearance, however.
During the first six months following a borrower’s grace period, the borrower may be eligible for extended grace forbearance, which provides temporary payment relief to give the borrower additional time to be in a position to make regular principal and interest payments. We do not consider borrowers who are eligible for extended grace to be experiencing financial difficulty.
Hardship forbearance may be granted in order to provide temporary payment relief to borrowers who are either current in their payments but demonstrate a need for relief, or who are delinquent in their payments but demonstrate an ability and willingness to repay their obligation. In these circumstances, a borrower’s loan is placed into a forbearance status in limited monthly increments and is reflected in the forbearance status at month-end during this time. At the end of the forbearance period for borrowers who were current when they entered forbearance or those who were delinquent but
F- 32 SLM CORPORATION — 2025 Form 10-K
5. Loans Held for Investment (Continued)
met specific payment requirements curing their delinquency, the borrower will enter repayment status as current. In all instances, the borrowers are expected to begin making scheduled monthly payments at the end of their forbearance periods. This strategy is aimed at assisting borrowers while mitigating the risks of delinquency and default as well as encouraging resolution of delinquent loans.
Disaster forbearance is used to assist borrowers affected by material events, typically federally-declared disasters, including hurricanes, wildfires, floods, and pandemics. We typically grant disaster forbearance to affected borrowers in one-month increments, up to three months at a time, but the disaster forbearance granted generally does not apply toward the 12-month forbearance limit described below.
Currently, we generally grant forbearance for up to 12 months over the life of the loan, in increments of one to two months at a time, although extended grace forbearance is typically granted in one six-month increment. Disaster forbearance and certain other limited instances do not apply toward the 12-month limit. We also currently require 12 months of positive payment performance by a borrower (meaning the borrower must make payment in a cumulative amount equivalent to 12 monthly required payments under the loan) between successive grants of forbearance and between forbearance grants and certain other repayment alternatives. This required period of positive payment performance is not necessary to receive additional increments of extended grace forbearance or for a borrower to receive a contractual interest rate reduction. In addition, we currently limit the participation of delinquent borrowers in certain short-term extended or interest-only repayment alternatives to once in 12 months and twice in five years . We also now count the number of months a borrower receives a short-term extended repayment alternative toward the 12-month forbearance limit described above.
Modification Programs other than Forbearances
For borrowers experiencing more severe hardship, following evaluation of their ability and willingness to repay, we currently use modification programs tailored to the financial condition of the individual borrower. Pursuant to our modification programs, we may reduce the contractual interest rate on a loan to a rate between 2 percent and 8 percent temporarily, and/or in some instances may permanently extend the final maturity of a loan. For borrowers experiencing the most severe financial conditions, we may permanently reduce the contractual interest rate on a loan to 2 percent for the remaining life of the loan and also permanently extend the final maturity of the loan. Following modification, borrowers who are delinquent but meet specific payment requirements curing their delinquency will be brought current. We currently limit the granting of a permanent extension of the final maturity date of a loan to once over the life of the loan, and the number of interest rate reductions to twice over the life of the loan.
Modifications under these programs are generally considered loan modifications to borrowers experiencing financial difficulty. See Note 7, “Allowance for Credit Losses and Unfunded Commitments — Loan Modifications to Borrowers Experiencing Financial Difficulty” in this Form 10-K for disclosures related to these modification programs. However, in some situations, we may offer on a limited basis term extensions or rate reductions or a combination of both to borrowers to reduce consolidation activities, which we do not consider to be modifications of loans to borrowers experiencing financial difficulty.
We continually monitor our credit administration practices and modify them further from time to time based upon performance, industry conventions, and/or regulatory feedback.
The period of delinquency for loans is based on the number of days scheduled payments are contractually past due. As of December 31, 2025 and 2024, we had $ 151 million and $ 142 million, respectively, of Private Education Loans held for investment that were more than 90 days delinquent and continue to accrue interest. At December 31, 2025 and 2024, we had an immaterial amount of loans in nonaccrual status.
Borrower-in-Custody Arrangements
We maintain Borrower-in-Custody arrangements with the FRB. Under these arrangements, we can pledge Private Education Loans to the FRB to secure any advances and accrued interest generated under the Primary Credit program at the FRB. As of December 31, 2025 and 2024, we had $ 2.8 billion and $ 2.3 billion, respectively, of Private Education Loans pledged to this borrowing facility, as discussed further in Note 11, “Borrowings” in this Form 10-K.
2025 Form 10-K — SLM CORPORATION F-33
5. Loans Held for Investment (Continued)
Loans Held for Investment by Region
At both December 31, 2025 and 2024, 43.8 percent of total Private Education Loans were concentrated in the following states:
As of December 31, 2025 2024
California 10.4 % 10.2 %
New York 8.8 9.0
Pennsylvania 6.9 7.1
Texas 6.8 6.6
New Jersey 5.5 5.6
Florida 5.4 5.3
43.8 % 43.8 %
No other state had a concentration of total Private Education Loans in excess of 5 percent of the aggregate outstanding education loans held for investment.
6. Loans Held for Sale
We had $ 933 million of loans held for sale at December 31, 2025, and no loans held for sale at December 31, 2024. At December 31, 2025, we reversed $ 44 million through the provisions for credit losses related to these loans, when the loans were transferred from held for investment to held for sale. On January 28, 2026, we sold approximately $ 1.29 billion of our Private Education Loans, including $ 1.26 billion of principal, $ 28 million in capitalized interest, and $ 2 million in accrued interest to the Strategic Partner. See Note 24,“Subsequent Events” in this Form 10-K for additional information.
F- 34 SLM CORPORATION — 2025 Form 10-K
7. Allowance for Credit Losses and Unfunded Loan Commitments
Our provision for credit losses represents the periodic expense of maintaining an allowance sufficient to absorb lifetime expected credit losses in the held for investment loan portfolios and unfunded loan commitments. The evaluation of the allowance for credit losses is inherently subjective, as it requires material estimates that may be susceptible to significant changes. We believe the allowance for credit losses is appropriate to cover lifetime expected losses incurred in the loan portfolios.
When a new loan commitment is made, we record the CECL allowance as a liability for unfunded loan commitments by recording a provision for credit losses. The allowance is recorded in “Other Liabilities” on the consolidated balance sheet. When the loan is funded, we transfer that liability to the allowance for loan losses.
The majority of the total accrued interest receivable on our Private Education Loan portfolio represents accrued interest on deferred loans where no payments are due while the borrower is in school and on fixed-pay loans where the borrower makes a $ 25 monthly payment that is smaller than the interest accrued on the loan in that month. The allowance for credit losses considers the collectability of both principal and accrued interest. The allowance for uncollectible interest estimates the additional uncollectible interest that is not captured in the allowance for credit losses. See “— Accrued Interest Receivable” in this Note 7 for further discussion.
For the years ended December 31, 2025, 2024, and 2023, the allowance for loan losses, ending total loans, and accrued interest balances were all collectively evaluated for impairment, none of the balances were individually evaluated for impairment.
See Note 2, “Significant Accounting Policies — Allowance for Credit Losses” in this Form 10-K for a more detailed discussion on our allowance for credit losses accounting policies.
2025 Form 10-K — SLM CORPORATION F-35
7. Allowance for Credit Losses and Unfunded Loan Commitments (Continued)
Allowance for Credit Losses Metrics
The following tables provide a summary of the activity in the allowance for loan losses and the allowance for unfunded loan commitments during the years ended December 31, 2025, 2024, and 2023.
Year Ended December 31, 2025
(dollars in thousands) Private Education
Loans
Allowance for loan losses, beginning balance $ 1,435,920
Transfer from allowance for unfunded loan commitments 280,244
Provisions:
Provision for current period 400,677
Loan sale reduction to provision ( 296,524 )
Loans transferred to held for sale ( 44,274 )
Total provisions (1)
59,879
Net charge-offs:
Charge-offs ( 399,636 )
Recoveries 53,911
Net charge-offs ( 345,725 )
Allowance for loan losses, ending balance 1,430,318
Allowance for unfunded loan commitments, beginning balance (2)
84,568
Provision (1)(3)
272,808
Transfer to allowance for loan losses ( 280,244 )
Allowance for unfunded loan commitments, ending balance (2)
77,132
Total allowance for credit losses, ending balance $ 1,507,450
Net charge-offs as a percentage of average loans in repayment (4)
2.15 %
Allowance for loan losses coverage of net charge-offs 4.14
Total Allowance Percentage of Private Education Loan Exposure (5)(6)
6.00 %
Ending total loans, gross $ 21,660,434
Average loans in repayment (4)
$ 16,047,085
Ending loans in repayment (4)
$ 15,894,827
Unfunded loan commitments for loans held for investment (6)
$ 1,913,753
Total accrued interest receivable $ 1,570,069
(1) See “— Provisions for Credit Losses” below in this Note 7 for a reconciliation of the provisions for credit losses reported in the consolidated statements of income.
(2) When a new loan commitment is made, we record an allowance to cover lifetime expected credit losses on the unfunded commitments, which is recorded in “Other Liabilities” on the consolidated balance sheet. See “— Unfunded Loan Commitments” in this Note 7 for further discussion.
(3) Includes incremental provision for new commitments and changes to provision for existing commitments.
(4) Loans in repayment include loans on which borrowers are making interest only or fixed payments, as well as loans that have entered full principal and interest repayment status after any applicable grace period (but, for purposes of the table, do not include loans in the “loans in forbearance” metric).
(5) The Total Allowance Percentage of Private Education Loan Exposure is the total allowance for credit losses as a percentage of ending total loans plus unfunded loan commitments and total accrued interest receivable on Private Education Loans.
(6) Unfunded loan commitments for loans held for investment and the calculation of the Total Allowance Percentage of Private Education Loan Exposure do not include $ 523 million of unfunded loan commitments associated with loans classified as held for sale at December 31, 2025. Due to the near-term timing of the loan sale and credit quality of the loans, we believe there is no risk of credit loss and are not recording an allowance for the unfunded loan commitments related to the loans classified as held for sale.
F- 36 SLM CORPORATION — 2025 Form 10-K
7. Allowance for Credit Losses and Unfunded Loan Commitments (Continued)
Year Ended December 31, 2024
(dollars in thousands) FFELP
Loans Private Education
Loans Total
Allowance for loan losses, beginning balance $ 4,667 $ 1,335,105 $ 1,339,772
Transfer from allowance for unfunded loan commitments — 311,787 311,787
Provisions:
Provision for current period 4,010 357,067 361,077
Loan sale reduction to provision — ( 235,955 ) ( 235,955 )
Total provisions (1)
4,010 121,112 125,122
Net charge-offs:
Charge-offs ( 380 ) ( 376,840 ) ( 377,220 )
Recoveries — 44,756 44,756
Net charge-offs ( 380 ) ( 332,084 ) ( 332,464 )
Write-downs arising from transfer of loans to held for sale (2)
( 8,297 ) — ( 8,297 )
Allowance for loan losses, ending balance — 1,435,920 1,435,920
Allowance for unfunded loan commitments, beginning balance (3)
— 112,962 112,962
Provision (1)(4)
— 283,393 283,393
Transfer to allowance for loan losses — ( 311,787 ) ( 311,787 )
Allowance for unfunded loan commitments, ending balance (3)
— 84,568 84,568
Total allowance for credit losses, ending balance $ — $ 1,520,488 $ 1,520,488
Net charge-offs as a percentage of average loans in repayment (5)
— % 2.19 %
Allowance for loan losses coverage of net charge-offs — 4.32
Total Allowance Percentage of Private Education Loan Exposure (6)
— % 5.83 %
Ending total loans, gross $ — $ 22,235,008
Average loans in repayment (4)
$ — $ 15,139,184
Ending loans in repayment (4)
$ — $ 16,106,751
Unfunded loan commitments for loans held for investment $ — $ 2,311,660
Total accrued interest receivable $ — $ 1,549,415
(1) See “— Provisions for Credit Losses” below in this Note 7 for a reconciliation of the provisions for credit losses reported in the consolidated statements of income.
(2) Represents fair value adjustments on loans transferred to held for sale.
(3) When a new loan commitment is made, we record an allowance to cover lifetime expected credit losses on the unfunded commitments, which is recorded in “Other Liabilities” on the consolidated balance sheet. See “— Unfunded Loan Commitments” in this Note 7 for further discussion.
(4) Includes incremental provision for new commitments and changes to provision for existing commitments.
(5) Loans in repayment include loans on which borrowers are making interest only or fixed payments, as well as loans that have entered full principal and interest repayment status after any applicable grace period (but, for purposes of the table, do not include loans in the “loans in forbearance” metric).
(6) The Total Allowance Percentage of Private Education Loan Exposure is the total allowance for credit losses as a percentage of ending total loans plus unfunded loan commitments and total accrued interest receivable on Private Education Loans.
2025 Form 10-K — SLM CORPORATION F-37
7. Allowance for Credit Losses and Unfunded Loan Commitments (Continued)
Year Ended December 31, 2023
(dollars in thousands) FFELP
Loans Private Education
Loans Total
Allowance for loan losses, beginning balance $ 3,444 $ 1,353,631 $ 1,357,075
Transfer from allowance for unfunded loan commitments — 320,237 320,237
Provisions:
Provision for current period 2,224 240,347 242,571
Loan sale reduction to provision — ( 205,383 ) ( 205,383 )
Total provisions (1)
2,224 34,964 37,188
Net charge-offs:
Charge-offs ( 1,001 ) ( 420,095 ) ( 421,096 )
Recoveries — 46,368 46,368
Net charge-offs ( 1,001 ) ( 373,727 ) ( 374,728 )
Allowance for loan losses, ending balance 4,667 1,335,105 1,339,772
Allowance for unfunded loan commitments, beginning balance (2)
— 124,924 124,924
Provision (1)(3)
— 308,275 308,275
Transfer to allowance for loan losses — ( 320,237 ) ( 320,237 )
Allowance for unfunded loan commitments, ending balance (2)
— 112,962 112,962
Total allowance for credit losses, ending balance $ 4,667 $ 1,448,067 $ 1,452,734
Net charge-offs as a percentage of average loans in repayment (4)
0.23 % 2.44 %
Allowance for loan losses coverage of net charge-offs 4.66 3.57
Total Allowance Percentage of Private Education Loan Exposure (5)
0.87 % 5.89 %
Ending total loans, gross $ 537,401 $ 21,025,844
Average loans in repayment (4)
$ 433,225 $ 15,310,934
Ending loans in repayment (4)
$ 406,568 $ 15,409,814
Unfunded loan commitments for loans held for investment $ — $ 2,221,077
Total accrued interest receivable $ — $ 1,354,565
(1) See “— Provisions for Credit Losses” below in this Note 7 for a reconciliation of the provisions for credit losses reported in the consolidated statements of income.
(2) When a new loan commitment is made, we record an allowance to cover lifetime expected credit losses on the unfunded commitments, which is recorded in “Other Liabilities” on the consolidated balance sheet. See “— Unfunded Loan Commitments” in this Note 7 for further discussion.
(3) Includes incremental provision for new commitments and changes to provision for existing commitments.
(4) Loans in repayment include loans on which borrowers are making interest only or fixed payments, as well as loans that have entered full principal and interest repayment status after any applicable grace period (but, for purposes of the table, do not include loans in the “loans in forbearance” metric).
(5) The Total Allowance Percentage of Private Education Loan Exposure is the total allowance for credit losses as a percentage of ending total loans plus unfunded loan commitments and total accrued interest receivable on Private Education Loans.
F- 38 SLM CORPORATION — 2025 Form 10-K
7. Allowance for Credit Losses and Unfunded Loan Commitments (Continued)
Provisions for Credit Losses
Below is a reconciliation of the provisions for credit losses reported in the consolidated statements of income.
Consolidated Statements of Income
Provisions for Credit Losses Reconciliation
Years Ended December 31,
(dollars in thousands) 2025 2024 2023
Private Education Loan provisions for credit losses:
Provisions for loan losses $ 59,879 $ 121,112 $ 34,964
Provisions for unfunded loan commitments 272,808 283,393 308,275
Total Private Education Loan provisions for credit losses 332,687 404,505 343,239
Total FFELP Loans provisions for credit losses — 4,010 2,224
Provisions for credit losses reported in consolidated statements of income $ 332,687 $ 408,515 $ 345,463
The provision for credit losses for the year ended December 31, 2025 was $ 333 million, compared with $ 409 million in the year-ago period. During 2025, the provision for credit losses was primarily affected by new loan commitments, net of expired commitments, and changes in economic outlook, which were partially offset by $ 297 million in negative provisions recorded as a result of the approximately $ 4.95 billion in Private Education Loan sales during 2025 and the $ 44 million reversal of provision due to the transfer of loans to held for sale.
In 2024, the provision for credit losses was primarily affected by new loan commitments, net of expired commitments, and changes in recovery rates, which were partially offset by $ 236 million in negative provisions recorded as a result of the approximately $ 3.69 billion in Private Education Loan sales during 2024, an improved economic outlook, and changes in management overlays.
During 2023, the provision for credit losses was primarily affected by new loan commitments, net of expired commitments, slower prepayment rates, management overlays, and changes in economic outlook, which were partially offset by $ 205 million in negative provisions recorded as a result of $ 3.15 billion in Private Education Loan sales during 2023 and increase in recovery rates (as the result of a change in our defaulted loan recovery process).
Private Education Loans Allowance for Credit Losses - Forecast Assumptions
See Note 2, “Significant Accounting Policies — Allowance for Credit Losses” for a more detailed discussion on the forecast assumptions used in calculating the allowance for credit losses.
The allowance for credit losses incorporates an estimate of lifetime expected credit losses and is recorded on each asset upon asset origination or acquisition. The starting point for the estimate of the allowance for credit losses is historical information, which includes losses from modifications of receivables whose borrowers are experiencing financial difficulty. We use a discounted cash flow model to determine the allowance for credit losses. An assessment of whether a borrower is experiencing financial difficulty is made on the date of a modification.
The effect of most modifications of loans made to borrowers who are experiencing financial difficulty is already included in the allowance for credit losses because of the measurement methodologies used to estimate the allowance. The forecast of expected future cash flows is updated as the loan modifications occur.
Within the Private Education Loan portfolio, we deem loans greater than 90 days past due as nonperforming. With respect to periods prior to the sale of our remaining FFELP Loan portfolio in the fourth quarter of 2024, FFELP Loans were at least 97 percent guaranteed as to their principal and accrued interest by the federal government in the event of default and, therefore, we did not deem FFELP Loans as nonperforming from a credit risk perspective at any point in their life cycle prior to claim payment and continued to accrue interest on those loans through the date of claim.
For additional information, see Note 2, “Significant Accounting Policies —Allowance for Credit Losses” in this Form 10-K.
Forbearance
Under our current forbearance practices, temporary forbearance of payments is generally granted in one -to- two month increments, for up to 12 months over the life of the loan, with 12 months of positive payment performance by a borrower required between grants (meaning the borrower must make payment in a cumulative amount equivalent to 12 monthly required payments under the loan). During the first six months following a borrower’s grace period, the borrower
2025 Form 10-K — SLM CORPORATION F-39
7. Allowance for Credit Losses and Unfunded Loan Commitments (Continued)
may be eligible for extended grace forbearance in one six-month increment (which would also count towards the 12-month forbearance cap). Due to our current forbearance practices, including the limitations on forbearances offered to borrowers, we do not believe the granting of forbearances will exceed the significance threshold under our accounting policy and, therefore, we do not consider the forbearances as loan modifications for the purposes of the tables below.
For additional information on our forbearance and modification programs, see Note 5, “Loans Held for Investment — Certain Collection Tools - Private Education Loans” in this Form 10-K. The tables below provide information about modifications to borrowers experiencing financial difficulty.
We offer certain administrative forbearances (e.g., death and disability, bankruptcy, military service, disaster forbearance, and in school assistance) that are required by law (such as by the Servicemembers Civil Relief Act), are considered separate from our active loss mitigation programs, or do not exceed the significance threshold and therefore are not considered to be loan modifications requiring disclosure. In addition, we may offer on a limited basis term extensions or rate reductions or a combination of both to borrowers to reduce consolidation activities. We do not consider them modifications of loans to borrowers experiencing financial difficulty and they therefore are not included in the tables below.
Loan Modifications to Borrowers Experiencing Financial Difficulty
The following tables show the amortized cost basis at the end of the respective reporting periods of the loans to borrowers experiencing financial difficulty that were modified during the period, disaggregated by class of financing receivable and type of modification. When we approve a Private Education Loan at the beginning of an academic year, we do not always disburse the full amount of the loan at the time of approval, but instead have a commitment to fund a portion of the loan at a later date (usually at the start of the second semester or subsequent trimesters). We consider borrowers to be in financial difficulty after they have exited school and have difficulty making their scheduled principal and interest payments.
Loan Modifications Made to Borrowers Experiencing Financial Difficulty
Year Ended December 31, 2025
(dollars in thousands) Interest Rate Reduction Combination - Interest Rate Reduction and Term Extension
Loan Type: Amortized Cost Basis % of Total Class of Financing Receivable Amortized Cost Basis % of Total Class of Financing Receivable
Private Education Loans $ 22,883 0.10 % $ 506,751 2.17 %
Total $ 22,883 0.10 % $ 506,751 2.17 %
Loan Modifications Made to Borrowers Experiencing Financial Difficulty
Year Ended December 31, 2024
(dollars in thousands) Interest Rate Reduction Combination - Interest Rate Reduction and Term Extension
Loan Type: Amortized Cost Basis % of Total Class of Financing Receivable Amortized Cost Basis % of Total Class of Financing Receivable
Private Education Loans $ 31,966 0.13 % $ 1,003,089 4.20 %
Total $ 31,966 0.13 % $ 1,003,089 4.20 %
Loan Modifications Made to Borrowers Experiencing Financial Difficulty
Year Ended December 31, 2023
(dollars in thousands) Interest Rate Reduction Combination - Interest Rate Reduction and Term Extension
Loan Type: Amortized Cost Basis % of Total Class of Financing Receivable Amortized Cost Basis % of Total Class of Financing Receivable
Private Education Loans $ 48,637 0.22 % $ 331,889 1.48 %
Total $ 48,637 0.22 % $ 331,889 1.48 %
F- 40 SLM CORPORATION — 2025 Form 10-K
7. Allowance for Credit Losses and Unfunded Loan Commitments (Continued)
The following tables describe the financial effect of the modifications made to loans whose borrowers are experiencing financial difficulty:
Year Ended December 31, 2025
Interest Rate Reduction Combination - Interest Rate
Reduction and Term Extension
Loan Type Financial Effect Loan Type Financial Effect
Private Education Loans Reduced average contractual rate from 12.78 % to 4.50 %
Private Education Loans Added a weighted average 9.47 years to the life of loans
Reduced average contractual rate from 12.33 % to 3.86 %
Year Ended December 31, 2024
Interest Rate Reduction Combination - Interest Rate
Reduction and Term Extension
Loan Type Financial Effect Loan Type Financial Effect
Private Education Loans Reduced average contractual rate from 13.22 % to 3.79 %
Private Education Loans Added a weighted average 9.23 years to the life of loans
Reduced average contractual rate from 12.71 % to 3.66 %
Year Ended December 31, 2023
Interest Rate Reduction Combination - Interest Rate
Reduction and Term Extension
Loan Type Financial Effect Loan Type Financial Effect
Private Education Loans Reduced average contractual rate from 13.37 % to 4.00 %
Private Education Loans Added a weighted average 10.20 years to the life of loans
Reduced average contractual rate from 12.92 % to 4.00 %
Private Education Loans are charged off at the end of the month in which they reach 120 days delinquent or otherwise when the loans are classified as a loss by us or our regulator. Therefore, the amortized cost basis of the loan is reduced by the uncollectible amount and the allowance for credit losses is adjusted by the same amount. See Note 2, “Significant Accounting Policies — Allowance for Credit Losses — Allowance for Private Education Loan Losses” and “Significant Accounting Policies — Allowance for Credit Losses — Allowance for FFELP Loan Losses” in this Form 10-K for a more detailed discussion.
As part of the additional modification programs that were launched in the fourth quarter of 2023, we also offered for a short period of time a permanent term extension with no interest rate reduction program. This program ended in the fourth quarter of 2023. The amortized cost of modified loans included in this program totaled $ 5.2 million as of December 31, 2025, representing 0.02 percent of the total Private Education Loan portfolio. This program added a weighted average of 7.0 years to the life of loans participating in the program. As of December 31, 2025, both the defaulted amount and amortized cost basis of loans that participated in this program that defaulted during the year ended December 31, 2025 and were modified for borrowers experiencing financial difficulty during the twelve months prior to default were immaterial.
2025 Form 10-K — SLM CORPORATION F-41
7. Allowance for Credit Losses and Unfunded Loan Commitments (Continued)
Additionally, there were no loans modified during the year ended December 31, 2025 and subsequently charged-off during the year ended December 31, 2025.
For the periods presented, the following table presents the defaulted amount and period-end amortized cost basis, by modification category, of loans that defaulted during the period and were modified for borrowers experiencing financial difficulty during the 12 months preceding default. Solely for the purpose of the below table, starting in the quarter ended December 31, 2024, we changed the definition of payment default to be two missed consecutive post-modification payment obligations. As such, as reflected for the years ended December 31, 2025 and 2024 below, defaulted amount represents the principal amount of modified loans at the time the borrower missed two consecutive post-modification payment obligations during the period. Previously, as reflected for the year ended December 31, 2023 in the table below, defaulted amount represented the principal amount of modified loans at the time they became 60 days or more past due in the relevant period. Loans that were both modified and subsequently charged-off during the twelve months ended December 31, 2025 and 2024 are not included in the period-end amortized cost basis and had an amortized cost basis of $ 39.1 million and $ 40.4 million, respectively, at the time of charge-off. The following two tables do not include loans that received a permanent term extension with no interest rate reduction during the fourth quarter of 2023, which are described earlier in this Note 7.
Years Ended December 31,
(dollars in thousands) 2025 2024 2023
Defaulted Amount Period-end Amortized Cost Basis Defaulted Amount Period-end Amortized Cost Basis Defaulted Amount Period-end Amortized Cost Basis
Loan Type:
Private Education Loans
Interest Rate Reduction $ 6,763 $ 4,998 $ 6,460 $ 4,621 $ 4,521 $ 4,174
Combination - Interest Rate Reduction and Term Extension 124,986 91,956 143,300 114,307 26,341 24,798
Total $ 131,749 $ 96,954 $ 149,760 $ 118,928 $ 30,862 $ 28,972
F- 42 SLM CORPORATION — 2025 Form 10-K
7. Allowance for Credit Losses and Unfunded Loan Commitments (Continued)
We closely monitor performance of the loans to borrowers experiencing financial difficulty that are modified to understand the effectiveness of the modification efforts. The following table depicts the performance of loans that were modified during the respective reporting periods (the twelve months ended December 31, 2025, 2024, and 2023, respectively).
Twelve Months Ended
December 31, 2025 Twelve Months Ended
December 31, 2024 Twelve Months Ended
December 31, 2023
(Dollars in thousands) Balance % Balance % Balance %
Payment Status (Amortized Cost Basis) (1) :
Loan modifications in deferment (2)
$ 14,680 $ 33,645 $ 6,843
Loan modifications in repayment:
Loans current (3)(4)
358,054 70 % 826,007 83 % 334,967 90 %
Loans delinquent 30-59 days (3)(4)
68,823 13 % 77,446 8 % 17,205 4 %
Loans delinquent 60-89 days (3)(4)
41,592 8 % 43,484 4 % 7,689 2 %
Loans 90 days or greater past due (3)(4)
46,485 9 % 54,473 5 % 13,822 4 %
Total loan modifications in repayment 514,954 100 % 1,001,410 100 % 373,683 100 %
Total Private Education Loan modifications $ 529,634 $ 1,035,055 $ 380,526
(1) Loans that were both modified and subsequently charged-off during the twelve months ended December 31, 2025, 2024, and 2023 are excluded from the table and had an amortized cost basis of $ 39.1 million, $ 40.4 million, and $ 8.4 million, respectively. Additionally, loans that received a permanent term extension with no interest rate reduction during the fourth quarter of 2023 are excluded from the table, but are discussed elsewhere in this Note 7.
(2) Deferment includes customers who have returned to school or are engaged in other permitted educational activities and are not yet required to make full principal and interest payments on the loans (e.g., residency periods for medical students or a grace period for bar exam preparation). Deferment also includes loans that have entered a forbearance after the loan modification was granted.
(3) Represents loans in repayment, which include loans that have entered full principal and interest repayment status after any applicable grace period (but, for purposes of the table, do not include loans in the “loans in forbearance” metric).
(4) The period of delinquency is based on the number of days scheduled payments are contractually past due.
2025 Form 10-K — SLM CORPORATION F-43
7. Allowance for Credit Losses and Unfunded Loan Commitments (Continued)
Private Education Loans Held for Investment - Key Credit Quality Indicators
For Private Education Loans, the key credit quality indicators are FICO scores, the existence of a cosigner, the loan status, and loan seasoning. The FICO scores are assessed at original approval and periodically refreshed/updated through the loan’s term. The following tables highlight the gross principal balance of our Private Education Loan portfolio (held for investment), by year of origination approval/first disbursement, stratified by key credit quality indicators.
As of December 31, 2025
(dollars in thousands) Private Education Loans Held for Investment - Credit Quality Indicators
Year of Origination Approval 2025 (1)
2024 (1)
2023 (1)
2022 (1)
2021 (1)
2020 and Prior (1)
Total (1)
% of Balance
Cosigners:
With cosigner $ 3,983,409 $ 4,968,667 $ 2,324,100 $ 1,950,843 $ 1,366,905 $ 4,621,467 $ 19,215,391 89 %
Without cosigner 347,965 472,054 368,920 331,375 246,687 678,042 2,445,043 11
Total $ 4,331,374 $ 5,440,721 $ 2,693,020 $ 2,282,218 $ 1,613,592 $ 5,299,509 $ 21,660,434 100 %
FICO at Origination Approval (2) :
Less than 670 $ 263,280 $ 321,462 $ 214,219 $ 199,017 $ 127,109 $ 464,693 $ 1,589,780 7 %
670-699 520,721 654,923 390,691 326,675 227,358 886,853 3,007,221 14
700-749 1,254,937 1,645,649 834,804 716,088 516,516 1,794,886 6,762,880 31
Greater than or equal to 750 2,292,436 2,818,687 1,253,306 1,040,438 742,609 2,153,077 10,300,553 48
Total $ 4,331,374 $ 5,440,721 $ 2,693,020 $ 2,282,218 $ 1,613,592 $ 5,299,509 $ 21,660,434 100 %
FICO Refreshed (2)(3) :
Less than 670 $ 417,630 $ 581,932 $ 454,260 $ 407,158 $ 295,176 $ 971,004 $ 3,127,160 14 %
670-699 532,758 671,447 343,793 279,168 183,279 569,616 2,580,061 12
700-749 1,204,125 1,512,026 706,188 590,061 407,777 1,330,695 5,750,872 27
Greater than or equal to 750 2,176,861 2,675,316 1,188,779 1,005,831 727,360 2,428,194 10,202,341 47
Total $ 4,331,374 $ 5,440,721 $ 2,693,020 $ 2,282,218 $ 1,613,592 $ 5,299,509 $ 21,660,434 100 %
Seasoning (4) :
1-12 payments $ 2,583,918 $ 725,720 $ 453,904 $ 331,804 $ 194,121 $ 284,210 $ 4,573,677 21 %
13-24 payments — 2,859,837 319,450 205,689 132,671 299,208 3,816,855 18
25-36 payments — — 1,260,916 302,417 132,813 371,012 2,067,158 10
37-48 payments — — — 1,039,762 232,301 420,441 1,692,504 8
More than 48 payments — — — — 706,571 3,471,137 4,177,708 19
Not yet in repayment 1,747,456 1,855,164 658,750 402,546 215,115 453,501 5,332,532 24
Total $ 4,331,374 $ 5,440,721 $ 2,693,020 $ 2,282,218 $ 1,613,592 $ 5,299,509 $ 21,660,434 100 %
2025 Current period (5) gross charge-offs
$ ( 1,579 ) $ ( 21,763 ) $ ( 73,247 ) $ ( 69,089 ) $ ( 51,038 ) $ ( 182,920 ) $ ( 399,636 )
2025 Current period (5) recoveries
101 1,647 6,969 7,858 6,440 30,896 53,911
2025 Current period (5) net charge-offs
$ ( 1,478 ) $ ( 20,116 ) $ ( 66,278 ) $ ( 61,231 ) $ ( 44,598 ) $ ( 152,024 ) $ ( 345,725 )
Total accrued interest by origination approval vintage $ 169,560 $ 486,685 $ 304,418 $ 230,680 $ 134,777 $ 243,949 $ 1,570,069
(1) Balance represents gross Private Education Loans held for investment.
(2) Represents the higher credit score of the cosigner or the borrower.
(3) Represents the FICO score updated as of the fourth-quarter 2025.
(4) Number of months in active repayment (whether interest only payment, fixed payment, or full principal and interest payment status) for which a scheduled payment was due.
(5) Current period refers to period from January 1, 2025 through December 31, 2025.
F- 44 SLM CORPORATION — 2025 Form 10-K
7. Allowance for Credit Losses and Unfunded Loan Commitments (Continued)
As of December 31, 2024
(dollars in thousands) Private Education Loans Held for Investment - Credit Quality Indicators
Year of Origination Approval 2024 (1)
2023 (1)
2022 (1)
2021 (1)
2020 (1)
2019 and Prior (1)
Total (1)
% of Balance
Cosigners:
With cosigner $ 4,519,952 $ 4,707,685 $ 2,741,871 $ 1,759,261 $ 1,151,751 $ 4,642,019 $ 19,522,539 88 %
Without cosigner 504,640 613,825 443,376 310,175 222,245 618,208 2,712,469 12
Total $ 5,024,592 $ 5,321,510 $ 3,185,247 $ 2,069,436 $ 1,373,996 $ 5,260,227 $ 22,235,008 100 %
FICO at Origination Approval (2) :
Less than 670 $ 293,025 $ 394,962 $ 261,589 $ 155,661 $ 94,355 $ 475,186 $ 1,674,778 8 %
670-699 615,617 753,548 449,214 285,181 197,205 898,535 3,199,300 14
700-749 1,525,547 1,641,641 998,834 660,373 451,695 1,782,121 7,060,211 32
Greater than or equal to 750 2,590,403 2,531,359 1,475,610 968,221 630,741 2,104,385 10,300,719 46
Total $ 5,024,592 $ 5,321,510 $ 3,185,247 $ 2,069,436 $ 1,373,996 $ 5,260,227 $ 22,235,008 100 %
FICO Refreshed (2)(3) :
Less than 670 $ 453,705 $ 666,049 $ 467,562 $ 301,367 $ 194,124 $ 831,053 $ 2,913,860 13 %
670-699 633,749 710,546 409,808 248,325 138,730 578,639 2,719,797 12
700-749 1,485,771 1,512,643 879,450 563,941 362,715 1,398,737 6,203,257 28
Greater than or equal to 750 2,451,367 2,432,272 1,428,427 955,803 678,427 2,451,798 10,398,094 47
Total $ 5,024,592 $ 5,321,510 $ 3,185,247 $ 2,069,436 $ 1,373,996 $ 5,260,227 $ 22,235,008 100 %
Seasoning (4) :
1-12 payments $ 2,860,113 $ 774,471 $ 499,812 $ 280,154 $ 159,762 $ 324,506 $ 4,898,818 22 %
13-24 payments — 2,729,334 372,496 191,989 122,938 340,556 3,757,313 17
25-36 payments — — 1,564,157 254,068 110,952 429,127 2,358,304 11
37-48 payments — — — 987,977 170,051 451,494 1,609,522 7
More than 48 payments — — — — 625,916 3,262,308 3,888,224 17
Not yet in repayment 2,164,479 1,817,705 748,782 355,248 184,377 452,236 5,722,827 26
Total $ 5,024,592 $ 5,321,510 $ 3,185,247 $ 2,069,436 $ 1,373,996 $ 5,260,227 $ 22,235,008 100 %
2024 Current period (5) gross charge-offs
$ ( 1,826 ) $ ( 29,094 ) $ ( 68,454 ) $ ( 53,697 ) $ ( 37,318 ) $ ( 186,451 ) $ ( 376,840 )
2024 Current period (5) recoveries
117 2,191 6,487 5,771 3,840 26,350 44,756
2024 Current period (5) net charge-offs
$ ( 1,709 ) $ ( 26,903 ) $ ( 61,967 ) $ ( 47,926 ) $ ( 33,478 ) $ ( 160,101 ) $ ( 332,084 )
Total accrued interest by origination approval vintage $ 195,291 $ 484,531 $ 325,962 $ 197,504 $ 106,565 $ 239,562 $ 1,549,415
(1) Balance represents gross Private Education Loans held for investment.
(2) Represents the higher credit score of the cosigner or the borrower.
(3) Represents the FICO score updated as of the fourth-quarter 2024.
(4) Number of months in active repayment (whether interest only payment, fixed payment, or full principal and interest payment status) for which a scheduled payment was due.
(5) Current period refers to period from January 1, 2024 through December 31, 2024.
2025 Form 10-K — SLM CORPORATION F-45
7. Allowance for Credit Losses and Unfunded Loan Commitments (Continued)
Delinquencies - Private Education Loans Held for Investment
The following tables provide information regarding the loan status of our Private Education Loans held for investment, by year of origination approval/first disbursement. Loans in repayment include loans on which borrowers are making interest only or fixed payments, as well as loans that have entered full principal and interest repayment status after any applicable grace period (but, for purposes of the following tables, do not include those loans in the “loans in forbearance” metric).
Private Education Loans Held for Investment - Delinquencies by Origination Approval Vintage
As of December 31, 2025
(dollars in thousands) 2025 2024 2023 2022 2021 2020 and Prior Total
Loans in-school/grace/deferment (1)
$ 1,747,456 $ 1,855,164 $ 658,750 $ 402,546 $ 215,115 $ 453,501 $ 5,332,532
Loans in forbearance (2)
22,479 127,393 83,962 67,034 44,673 87,534 433,075
Loans in repayment:
Loans current 2,545,734 3,404,837 1,863,481 1,723,538 1,284,830 4,436,303 15,258,723
Loans delinquent 30-59 days (3)
10,981 29,336 41,888 44,106 33,983 170,013 330,307
Loans delinquent 60-89 days (3)
3,267 13,265 22,287 22,729 17,118 76,017 154,683
Loans 90 days or greater past due (3)
1,457 10,726 22,652 22,265 17,873 76,141 151,114
Total Private Education Loans in repayment 2,561,439 3,458,164 1,950,308 1,812,638 1,353,804 4,758,474 15,894,827
Total Private Education Loans, gross 4,331,374 5,440,721 2,693,020 2,282,218 1,613,592 5,299,509 21,660,434
Private Education Loans deferred origination costs and unamortized premium/(discount) 37,495 30,562 12,936 7,122 4,388 9,505 102,008
Total Private Education Loans 4,368,869 5,471,283 2,705,956 2,289,340 1,617,980 5,309,014 21,762,442
Private Education Loans allowance for losses ( 231,497 ) ( 312,665 ) ( 211,732 ) ( 182,408 ) ( 122,163 ) ( 369,853 ) ( 1,430,318 )
Private Education Loans, net $ 4,137,372 $ 5,158,618 $ 2,494,224 $ 2,106,932 $ 1,495,817 $ 4,939,161 $ 20,332,124
Percentage of Private Education Loans in repayment 59.1 % 63.6 % 72.4 % 79.4 % 83.9 % 89.8 % 73.4 %
Delinquent Private Education Loans in repayment as a percentage of Private Education Loans in repayment 0.6 % 1.5 % 4.5 % 4.9 % 5.1 % 6.8 % 4.0 %
Loans in forbearance as a percentage of loans in repayment and forbearance 0.9 % 3.6 % 4.1 % 3.6 % 3.2 % 1.8 % 2.7 %
(1) Deferment includes customers who have returned to school or are engaged in other permitted educational activities and are not yet required to make payments on the loans (e.g., residency periods for medical students or a grace period for bar exam preparation).
(2) Loans for customers who have requested extension of grace period generally during employment transition or who have temporarily ceased making full payments due to hardship or other factors (other than delinquent loans in disaster forbearance), consistent with established loan program servicing policies and procedures.
(3) The period of delinquency is based on the number of days scheduled payments are contractually past due.
F- 46 SLM CORPORATION — 2025 Form 10-K
7. Allowance for Credit Losses and Unfunded Loan Commitments (Continued)
Private Education Loans Held for Investment - Delinquencies by Origination Approval Vintage
As of December 31, 2024
(dollars in thousands) 2024 2023 2022 2021 2020 2019 and Prior Total
Loans in-school/grace/deferment (1)
$ 2,164,479 $ 1,817,705 $ 748,782 $ 355,248 $ 184,377 $ 452,236 $ 5,722,827
Loans in forbearance (2)
19,984 124,728 87,961 52,686 31,575 88,496 405,430
Loans in repayment:
Loans current 2,820,940 3,312,916 2,259,455 1,590,812 1,107,189 4,422,021 15,513,333
Loans delinquent 30-59 days (3)
13,533 36,441 45,543 35,245 27,302 152,684 310,748
Loans delinquent 60-89 days (3)
3,973 15,239 23,359 18,365 10,921 68,878 140,735
Loans 90 days or greater past due (3)
1,683 14,481 20,147 17,080 12,632 75,912 141,935
Total Private Education Loans in repayment 2,840,129 3,379,077 2,348,504 1,661,502 1,158,044 4,719,495 16,106,751
Total Private Education Loans, gross 5,024,592 5,321,510 3,185,247 2,069,436 1,373,996 5,260,227 22,235,008
Private Education Loans deferred origination costs and unamortized premium/(discount) 47,659 25,599 10,788 6,142 4,057 8,825 103,070
Total Private Education Loans 5,072,251 5,347,109 3,196,035 2,075,578 1,378,053 5,269,052 22,338,078
Private Education Loans allowance for losses ( 258,235 ) ( 326,207 ) ( 234,532 ) ( 150,324 ) ( 90,600 ) ( 376,022 ) ( 1,435,920 )
Private Education Loans, net $ 4,814,016 $ 5,020,902 $ 2,961,503 $ 1,925,254 $ 1,287,453 $ 4,893,030 $ 20,902,158
Percentage of Private Education Loans in repayment 56.5 % 63.5 % 73.7 % 80.3 % 84.3 % 89.7 % 72.4 %
Delinquent Private Education Loans in repayment as a percentage of Private Education Loans in repayment 0.7 % 2.0 % 3.8 % 4.3 % 4.4 % 6.3 % 3.7 %
Loans in forbearance as a percentage of loans in repayment and forbearance 0.7 % 3.6 % 3.6 % 3.1 % 2.7 % 1.8 % 2.5 %
(1) Deferment includes customers who have returned to school or are engaged in other permitted educational activities and are not yet required to make payments on the loans (e.g., residency periods for medical students or a grace period for bar exam preparation).
(2) Loans for customers who have requested extension of grace period generally during employment transition or who have temporarily ceased making full payments due to hardship or other factors (other than delinquent loans in disaster forbearance), consistent with established loan program servicing policies and procedures.
(3) The period of delinquency is based on the number of days scheduled payments are contractually past due.
2025 Form 10-K — SLM CORPORATION F-47
7. Allowance for Credit Losses and Unfunded Loan Commitments (Continued)
Private Education Loans Held for Investment - Delinquencies by Origination Approval Vintage
As of December 31, 2023
(dollars in thousands) 2023 2022 2021 2020 2019 2018 and Prior Total
Loans in-school/grace/deferment (1)
$ 1,976,040 $ 1,672,333 $ 669,250 $ 307,781 $ 213,593 $ 452,994 $ 5,291,991
Loans in forbearance (2)
19,265 93,079 58,438 35,450 31,818 85,989 324,039
Loans in repayment:
Loans current 2,469,817 3,254,534 2,131,040 1,416,069 1,323,825 4,213,986 14,809,271
Loans delinquent 30-59 days (3)
17,599 34,627 37,147 28,020 31,432 149,926 298,751
Loans delinquent 60-89 days (3)
5,720 17,227 20,077 16,614 15,482 75,897 151,017
Loans 90 days or greater past due (3)
1,678 16,939 21,470 15,155 16,150 79,383 150,775
Total Private Education Loans in repayment 2,494,814 3,323,327 2,209,734 1,475,858 1,386,889 4,519,192 15,409,814
Total Private Education Loans, gross 4,490,119 5,088,739 2,937,422 1,819,089 1,632,300 5,058,175 21,025,844
Private Education Loans deferred origination costs and unamortized premium/(discount) 35,616 18,556 9,465 5,809 3,556 8,552 81,554
Total Private Education Loans 4,525,735 5,107,295 2,946,887 1,824,898 1,635,856 5,066,727 21,107,398
Private Education Loans allowance for losses ( 269,642 ) ( 335,090 ) ( 194,104 ) ( 118,755 ) ( 100,111 ) ( 317,403 ) ( 1,335,105 )
Private Education Loans, net $ 4,256,093 $ 4,772,205 $ 2,752,783 $ 1,706,143 $ 1,535,745 $ 4,749,324 $ 19,772,293
Percentage of Private Education Loans in repayment 55.6 % 65.3 % 75.2 % 81.1 % 85.0 % 89.3 % 73.3 %
Delinquent Private Education Loans in repayment as a percentage of Private Education Loans in repayment 1.0 % 2.1 % 3.6 % 4.1 % 4.5 % 6.8 % 3.9 %
Loans in forbearance as a percentage of loans in repayment and forbearance 0.8 % 2.7 % 2.6 % 2.3 % 2.2 % 1.9 % 2.1 %
(1) Deferment includes customers who have returned to school or are engaged in other permitted educational activities and are not yet required to make payments on the loans (e.g., residency periods for medical students or a grace period for bar exam preparation).
(2) Loans for customers who have requested extension of grace period generally during employment transition or who have temporarily ceased making full payments due to hardship or other factors (other than delinquent loans in disaster forbearance), consistent with established loan program servicing policies and procedures.
(3) The period of delinquency is based on the number of days scheduled payments are contractually past due.
F- 48 SLM CORPORATION — 2025 Form 10-K
7. Allowance for Credit Losses and Unfunded Loan Commitments (Continued)
Accrued Interest Receivable
The following table provides information regarding accrued interest receivable on our Private Education Loans. The table also discloses the amount of accrued interest on loans 90 days or greater past due as compared to our allowance for uncollectible interest. The majority of the total accrued interest receivable represents accrued interest on deferred loans where no payments are due while the borrower is in school and fixed-pay loans where the borrower makes a $ 25 monthly payment that is smaller than the interest accruing on the loan in that month. The accrued interest on these loans will be capitalized to the balance of the loans when the borrower exits the grace period after separation from school. The allowance for credit losses considers the collectibility of both principal and accrued interest. The allowance for uncollectible interest estimates the additional uncollectible interest that is not captured in the allowance for credit losses. See Note 2, “Significant Accounting Policies — Allowance for Credit Losses — Uncollectible Interest” in this Form 10-K for additional information.
Private Education Loans
Accrued Interest Receivable
(Dollars in thousands) Total Interest
Receivable 90 Days or Greater
Past Due Allowance for
Uncollectible
Interest (1)
December 31, 2025 $ 1,570,069 $ 6,548 $ 14,511
December 31, 2024 $ 1,549,415 $ 6,420 $ 12,366
(1) At December 31, 2025 and 2024, $ 164 million and $ 164 million, respectively, of accrued interest receivable was not expected to be capitalized and $ 1.4 billion and $ 1.4 billion of accrued interest receivable was expected to be capitalized.
Unfunded Loan Commitments
When we approve a Private Education Loan at the beginning of an academic year, that approval may cover the borrowing for the entire academic year. As such, we do not always disburse the full amount of the loan at the time of such approval, but instead have a commitment to fund a portion of the loan at a later date (usually at the start of the second semester or subsequent trimesters). We estimate expected credit losses over the contractual period in which we are exposed to credit risk via a contractual obligation to extend credit unless that obligation is unconditionally cancellable by us. See Note 2, “Significant Accounting Policies — Allowance for Credit Losses — Off-Balance Sheet Exposure for Contractual Loan Commitments” in this Form 10-K for additional information.
2025 Form 10-K — SLM CORPORATION F-49
7. Allowance for Credit Losses and Unfunded Loan Commitments (Continued)
At December 31, 2025, we had $ 2.4 billion of outstanding contractual loan commitments that we expect to fund during the remainder of the 2025/2026 academic year, including $ 523 million of contractual loan commitments associated with loans classified as held for sale. The tables below summarize the activity in the allowance recorded to cover lifetime expected credit losses on the unfunded commitments, which is recorded in “Other Liabilities” on the consolidated balance sheets, as well as the activity in the unfunded commitments balance.
Years Ended December 31, (dollars in thousands) 2025 2024 2023
Allowance Unfunded Commitments Allowance Unfunded Commitments Allowance Unfunded Commitments
Beginning Balance $ 84,568 $ 2,311,660 $ 112,962 $ 2,221,077 $ 124,924 $ 1,995,808
Provision/New commitments - net (1)
272,808 7,541,698 283,393 7,103,832 308,275 6,602,803
Transfer - funded loans (2)
( 280,244 ) ( 7,416,323 ) ( 311,787 ) ( 7,013,249 ) ( 320,237 ) ( 6,377,534 )
Ending Balance (3)
$ 77,132 $ 2,437,035 $ 84,568 $ 2,311,660 $ 112,962 $ 2,221,077
(1) Net of expirations of commitments unused. Also includes incremental provision for new commitments and changes to provision for existing commitments.
(2) When a loan commitment is funded, its related liability for credit losses (which originally was recorded as a provision for unfunded commitments) is transferred to the allowance for credit losses.
(3) The ending balance of unfunded loan commitments includes $ 523 million of unfunded loan commitments associated with the loans classified as held for sale at December 31, 2025. Due to the near-term timing of the loan sale and credit quality of the loans, we believe there is no risk of credit loss and are not recording an allowance for the unfunded loan commitments related to the loans classified as held for sale.
The unfunded commitments disclosed above represent the total amount of outstanding unfunded commitments at each period end. However, historically not all of these commitments are funded prior to the expiration of the commitments. We estimate the amount of commitments expected to be funded in calculating the reserve for unfunded commitments. The amount we expect to fund and use in our calculation of the reserve for unfunded commitments will change period to period based upon the loan characteristics of the underlying commitments.
8. Premises and Equipment, net
The following is a summary of our premises and equipment.
As of December 31,
(dollars in thousands) 2025 2024
Land and land improvements $ 12,356 $ 12,356
Buildings and leasehold improvements 129,111 124,568
Furniture, fixtures, and equipment 31,810 35,519
Software 125,692 115,132
Premises and equipment, gross 298,969 287,575
Accumulated depreciation ( 176,776 ) ( 168,221 )
Premises and equipment, net $ 122,193 $ 119,354
Depreciation expense for premises and equipment was $ 16 million, $ 18 million, and $ 18 million for the years ended December 31, 2025, 2024, and 2023, respectively.
F- 50 SLM CORPORATION — 2025 Form 10-K
9. Goodwill and Acquired Intangible Assets
Goodwill
We recorded as goodwill the excess of the purchase price over the estimated fair values of identifiable assets and liabilities acquired as part of the Nitro acquisition in the first quarter of 2022 and the Scholly acquisition in the third quarter of 2023. At December 31, 2025, we had $ 56 million in total goodwill. See Note 2, “Significant Accounting Policies — Business Combinations” in this Form 10-K for additional details on our acquisitions of Nitro and Scholly.
Goodwill is not amortized but is tested periodically for impairment. We test goodwill for impairment annually in the fourth quarter of the year, or more frequently if we believe that indicators of impairment exist. As a part of the 2025 annual impairment testing, we conducted a quantitative impairment test of goodwill associated with our education services business. We utilized the income approach to estimate the fair value of the reporting unit. The income approach measures the value of the reporting unit’s future economic benefit determined by its discounted cash flows derived from our reporting unit’s internal forecast. Based on the quantitative analysis, we determined that the fair value of the reporting unit exceeded its carrying value. Thus, no impairment charges were recorded during the year ended December 31, 2024.
Acquired Intangible Assets
Our intangible assets include acquired trade names and trademarks, customer relationships, and developed technologies. We review our long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable.
In the fourth quarter of 2023, we determined that it was more likely than not that the Nitro trade name and trademark assets would not be used as originally intended due to changes in business strategy and, therefore, no longer held value. As a result, the Company performed an impairment review and wrote down the Nitro trade name and trademark to zero, which resulted in the recognition of a non-cash pre-tax impairment loss of $ 56 million. That impairment loss was recorded to acquired intangible assets impairment and amortization expense .
In the fourth quarter of 2024, we determined that it was more likely than not that the Scholly partner relationships asset no longer held value. As a result, the Company performed an impairment review and wrote down the Scholly partner relationships asset to zero, which resulted in the recognition of a non-cash pre-tax impairment loss of less than $ 1 million. That impairment loss was recorded to acquired intangible assets impairment and amortization expense.
Acquired intangible assets include the following:
As of December 31,
(dollars in thousands) 2025 2024
Useful Life
(in years) (1)
Cost Basis Accumulated Amortization Net Cost Basis Accumulated Amortization Net
Trade names and trademarks 4.0 $ 6,040 $ ( 3,649 ) $ 2,391 $ 6,040 $ ( 2,139 ) $ 3,901
Customer relationships 4.6 8,920 ( 8,073 ) 847 8,920 ( 6,465 ) 2,455
Developed technologies 3.5 2,590 ( 2,064 ) 526 2,590 ( 1,661 ) 929
Sallie.com domain 4.0 150 ( 43 ) 107 150 ( 6 ) 144
Total acquired intangible assets $ 17,700 $ ( 13,829 ) $ 3,871 $ 17,700 $ ( 10,271 ) $ 7,429
(1) The weighted average useful life of acquired intangible assets related to the Nitro acquisition is 4.6 years and the weighted average useful life of the acquired intangible assets related to the Scholly acquisition is 4.0 years.
We recorded amortization of acquired intangible assets totaling approximately $ 4 million, $ 5 million, and $ 10 million in the years ended December 31, 2025, 2024, and 2023, respectively. We will continue to amortize our intangible assets with definite useful lives over their remaining estimated useful lives. We estimate amortization expense associated with these intangible assets will be approximately $ 3 million, $ 1 million, and less than $ 1 million in 2026, 2027, and 2028.
2025 Form 10-K — SLM CORPORATION F-51
10. Deposits
The following table summarizes total deposits at December 31, 2025 and 2024.
As of December 31,
(dollars in thousands) 2025 2024
Deposits - interest-bearing $ 21,059,967 $ 21,066,752
Deposits - non-interest-bearing 184 1,816
Total deposits $ 21,060,151 $ 21,068,568
Our total deposits of $ 21.1 billion were comprised of $ 8.8 billion in brokered deposits and $ 12.3 billion in retail and other deposits at December 31, 2025, compared with total deposits of $ 21.1 billion, which were comprised of $ 9.5 billion in brokered deposits and $ 11.6 billion in retail and other deposits, at December 31, 2024.
Interest-bearing deposits as of December 31, 2025 and 2024 consisted of retail and brokered non-maturity savings deposits, retail and brokered non-maturity MMDAs, and retail and brokered CDs. Interest-bearing deposits also include deposits from Educational 529 and Health Savings plans that diversify our funding sources and that we consider to be core. These and other large omnibus accounts, aggregating the deposits of many individual depositors, represented $ 7.6 billion of our deposit total as of December 31, 2025, compared with $ 7.0 billion at December 31, 2024. The omnibus accounts are structured in such a way that entitles the individual depositor pass-through deposit insurance (subject to FDIC rules and limitations), and the majority of these deposits have contractual minimum balances and maturity terms.
Some of our deposit products are serviced by third-party providers. Placement fees associated with the brokered CDs are amortized into interest expense using the effective interest rate method. We recognized placement fee expense of $ 8 million, $ 11 million, and $ 12 million in the years ended December 31, 2025, 2024, and 2023, respectively. Fees paid to third-party brokers related to brokered CDs were $ 8 million, $ 8 million, and $ 8 million during the years ended December 31, 2025, 2024, and 2023, respectively.
Interest bearing deposits at December 31, 2025 and 2024 are summarized as follows:
2025 2024
As of December 31,
(dollars in thousands) Amount Year-End Weighted
Average Stated Rate (1)
Amount Year-End Weighted
Average Stated Rate (1)
Money market $ 10,004,845 3.83 % $ 9,582,290 4.27 %
Savings 1,177,177 3.83 944,034 4.02
Certificates of deposit 9,877,945 3.87 10,540,428 4.20
Deposits - interest-bearing $ 21,059,967 $ 21,066,752
(1) Includes the effect of interest rate swaps in effective hedge relationships.
Certificates of deposit remaining maturities are summarized as follows:
As of December 31,
(dollars in thousands) 2025 2024
One year or less $ 5,709,977 $ 6,569,872
After one year to two years 1,841,311 2,074,849
After two years to three years 710,978 986,262
After three years to four years 723,186 189,421
After four years to five years 892,492 720,005
After five years 1 19
Total $ 9,877,945 $ 10,540,428
F- 52 SLM CORPORATION — 2025 Form 10-K
10. Deposits (Continued)
As of December 31, 2025 and 2024, certificates of deposits included $ 1.2 billion and $ 1.2 billion, respectively, of those in denominations that met or exceeded FDIC insurance limits. Accrued interest on deposits was $ 71 million and $ 92 million at December 31, 2025 and 2024, respectively.
11. Borrowings
Outstanding borrowings consist of unsecured debt and secured borrowings issued through our term asset-backed securities (“ABS”) program and our Secured Borrowing Facility. The issuing entities for those secured borrowings are VIEs and are consolidated for accounting purposes. The following table summarizes our secured borrowings at December 31, 2025 and 2024.
As of December 31,
(dollars in thousands) 2025 2024
Short-Term Long-Term Total Short-Term Long-Term Total
Unsecured borrowings:
Unsecured debt (fixed-rate) $ 498,415 $ 493,415 $ 991,830 $ — $ 995,420 $ 995,420
Total unsecured borrowings 498,415 493,415 991,830 — 995,420 995,420
Secured borrowings:
Private Education Loan term securitizations:
Fixed-rate — 4,174,513 4,174,513 — 4,617,743 4,617,743
Variable-rate — 694,566 694,566 — 827,182 827,182
Total Private Education Loan term securitizations — 4,869,079 4,869,079 — 5,444,925 5,444,925
Secured Borrowing Facility — — — — — —
Total secured borrowings — 4,869,079 4,869,079 — 5,444,925 5,444,925
Total $ 498,415 $ 5,362,494 $ 5,860,909 $ — $ 6,440,345 $ 6,440,345
The following table summarizes the outstanding borrowings, the weighted average interest rates at the end of the period and the related average balance during the period. Rates reflect stated interest of borrowings and related discounts and premiums.
December 31, 2025 Year Ended
December 31, 2025 December 31, 2024 Year Ended
December 31, 2024
(Dollars in thousands) Ending Balance Weighted Average
Interest Rate Average Balance Ending Balance Weighted Average
Interest Rate Average Balance
Short-term borrowings:
Fixed-rate borrowings $ 498,415 3.13 % $ 81,906 $ — — % $ —
Total short-term borrowings $ 498,415 3.13 % $ 81,906 $ — — % $ —
Long-term borrowings:
Floating-rate borrowings $ 694,566 5.16 % $ 878,606 $ 827,182 5.71 % $ 724,761
Fixed-rate borrowings 4,667,928 4.61 5,397,548 5,613,163 4.09 4,864,359
Total long-term borrowings $ 5,362,494 4.68 % $ 6,276,154 $ 6,440,345 4.30 % $ 5,589,120
Total Borrowings $ 5,860,909 4.55 % $ 6,358,060 $ 6,440,345 4.30 % $ 5,589,120
2025 Form 10-K — SLM CORPORATION F-53
11. Borrowings (Continued)
Our borrowings amortize over time and mature serially from 2026 to 2056. As of December 31, 2025, the maturities of our brokered CDs and borrowings are summarized below.
As of December 31, 2024
(dollars in thousands) Brokered CDs Unsecured
Debt Secured Borrowings (1)
Total
2026 $ 2,506,476 $ 498,415 $ 779,396 $ 3,784,287
2027 782,642 — 796,817 1,579,459
2028 598,636 — 685,128 1,283,764
2029 683,733 — 567,328 1,251,061
2030 797,937 493,415 479,310 1,770,662
2031 and after — — 1,561,100 1,561,100
5,369,424 991,830 4,869,079 11,230,333
Hedge accounting adjustments ( 73 ) — — ( 73 )
Total $ 5,369,351 $ 991,830 $ 4,869,079 $ 11,230,260
(1) We view our secured borrowings as long-term based on the contractual maturity dates ranging from 2035 to 2056. However, the actual maturity of our secured borrowings depends on the prepayment speeds of the underlying collateralized loans. To disclose how we expect this debt to pay down over time, the maturities for our secured borrowings are based on the projected bond principal paydowns using the current estimated loan prepayment speeds.
Short-term Borrowings
Unsecured Borrowings Transactions
On November 1, 2021, we issued $ 500 million of 3.125 percent unsecured Senior Notes due November 2, 2026, at a price of 99.43 percent. At December 31, 2025, the outstanding carrying value, net of deferred financing fees, was $ 498 million.
Long-term Borrowings
Unsecured Borrowings Transactions
On January 31, 2025, we issued $ 500 million of 6.50 percent unsecured Senior Notes due January 31, 2030, at a price of 99.78 percent. At December 31, 2025, the outstanding carrying value, net of deferred financing fees, was $ 493 million.
F- 54 SLM CORPORATION — 2025 Form 10-K
11. Borrowings (Continued)
Secured Borrowings Transactions
The following table summarizes our term ABS fundings issued in the years ended December 31, 2025 and December 31, 2024, in which we retained 100 percent of the residual class certificates, and which are collateralized by pools of Private Education Loans. The transfer of these loans did not qualify for sale treatment and thus remain encumbered on our consolidated balance sheet.
SMB Private Education Loan Trust Date Closed Loans Transferred to the Trust (1)
Notes
Issued Gross
Proceeds Weighted Average
Cost of Funds (2)
Weighted Average Life of Class A and Class B Notes
(in years)
(Dollars in thousands)
2024-C ABS Transaction May 15, 2024 $ 733,644 $ 668,000 $ 667,888 SOFR plus 1.19 %
5.36
2024-E ABS Transaction August 14, 2024 944,645 868,000 867,743 SOFR plus 1.42 %
5.17
2024-F ABS Transaction November 6, 2024 732,445 680,000 679,981 SOFR plus 1.08 %
5.09
Total 2024 $ 2,410,734 $ 2,216,000 $ 2,215,612
Loans encumbered at December 31, 2025 related to 2024 term ABS: $ 2,080,180
2025-A ABS Transaction May 07, 2025 $ 576,908 $ 539,000 $ 538,889 SOFR plus 1.49 %
5.46
Total 2025 $ 576,908 $ 539,000 $ 538,889
Loans encumbered at December 31, 2025 related to 2025 term ABS: $ 545,900
(1) Represents principal and capitalized interest.
(2) Represents SOFR equivalent cost of funds for variable and fixed-rate bonds, excluding issuance costs.
Pre-2024 Transactions
Prior to 2024, we executed a total of $ 11.53 billion in ABS transactions that were accounted for as secured borrowings. At December 31, 2025, $ 3.93 billion of our Private Education Loans, including $ 3.81 billion of principal and $ 116 million in capitalized interest, were encumbered as a result of these transactions.
Secured Borrowing Facility
On June 13, 2025, we amended our Secured Borrowing Facility to increase the amount that may be borrowed under the facility from $ 2 billion to $ 2.5 billion and extend the maturity. We hold 100 percent of the residual interest in the Secured Borrowing Facility Trust. The amendment extended the revolving period, during which we may borrow, repay, and reborrow funds, until June 12, 2026. The scheduled amortization period, during which amounts outstanding under the Secured Borrowing Facility must be repaid, ends on June 12, 2027 (or earlier, if certain material adverse events occur). The one-year revolving period plus the one-year amortization period results in a contractual maturity that is two years from the date of inception or renewal. For the years ended December 31, 2025 and December 31, 2024, there were no outstanding borrowings under the Secured Borrowing Facility.
With the Secured Borrowing Facility, we incur financing costs on the unused borrowing capacity and on any outstanding advances. The non-use fee is based upon the Facility’s maximum borrowing limit. For the year ended December 31, 2025, the maximum borrowing limit was $ 2 billion from January 1, 2025 to June 12, 2025 and $ 2.5 billion from June 13, 2025 to December 31, 2025. For the year ended December 31, 2024, the maximum borrowing limit was $ 2 billion. The non-use fee is applied to the unfunded balance. The Facility non-use fee was 55 basis points in both 2025 and 2024.
2025 Form 10-K — SLM CORPORATION F-55
11. Borrowings (Continued)
Consolidated Funding Vehicles
We consolidate our financing entities that are VIEs as a result of our being the entities’ primary beneficiary. As a result, these financing VIEs are accounted for as secured borrowings.
As of December 31, 2025
(dollars in thousands)
Debt Outstanding Carrying Amount of Net Assets Securing Debt Outstanding
Short-Term Long-Term Total Loans Restricted Cash Other Assets, Net (1)
Total
Secured borrowings:
Private Education Loan term securitizations $ — $ 4,869,079 $ 4,869,079 $ 6,249,064 $ 177,260 $ 377,673 $ 6,803,997
Secured Borrowing Facility — — — — — 1,324 1,324
Total $ — $ 4,869,079 $ 4,869,079 $ 6,249,064 $ 177,260 $ 378,997 $ 6,805,321
As of December 31, 2024
(dollars in thousands)
Debt Outstanding Carrying Amount of Net Assets Securing Debt Outstanding
Short-Term Long-Term Total Loans Restricted Cash Other Assets, Net (1)
Total
Secured borrowings:
Private Education Loan term securitizations $ — $ 5,444,925 $ 5,444,925 $ 6,786,390 $ 173,892 $ 418,705 $ 7,378,987
Secured Borrowing Facility — — — — — 98 98
Total $ — $ 5,444,925 $ 5,444,925 $ 6,786,390 $ 173,892 $ 418,803 $ 7,379,085
(1) Other assets, net primarily represents accrued interest receivable and payable.
Unconsolidated Funding Vehicles
Private Education Loan Securitizations
Unconsolidated VIEs include variable interests that we hold in certain securitization trusts created by the sale of our Private Education Loans to unaffiliated third parties. We remained the servicer of these loans pursuant to applicable servicing agreements executed in connection with the sales, and we are also the administrator of these trusts. Additionally, we own five percent of the securities issued by the trusts, as a vertical interest, to meet risk retention requirements. We were not required to consolidate these entities because the fees we receive as the servicer/administrator are commensurate with our responsibility, so the fees are not considered a variable interest. Additionally, the five percent vertical interest we maintain does not absorb more than an insignificant amount of the VIE’s expected losses, nor do we receive more than an insignificant amount of the VIE’s expected residual returns. We classified those vertical risk retention interests related to securitization transactions as available-for-sale investments, except for the interest in the residual class, which we classified as trading investments recorded at fair value with changes recorded through earnings. The following summarizes our Private Education Loan ABS transactions closed in 2024 and 2025 where the respective VIEs were not consolidated.
F- 56 SLM CORPORATION — 2025 Form 10-K
11. Borrowings (Continued)
SMB Private Education Loan Trust Date Closed Loans Transferred to the Trust by Third-Party Seller Date Third-Party Seller Previously Purchased Loans from the Bank Additional Loans the Bank Transferred to the Trust (1)
Gain on Sale for Additional Loans Transferred by Bank
(Dollars in thousands)
2024-A ABS transaction (2)
March 13, 2024 $ 1,988,248 February 1, 2024 $ 104,748 $ 6,685
2024-R1 ABS transaction (3)
April 9, 2024 68,896 n/a — —
2024-B ABS transaction (2)
April 11, 2024 191,445 March 6, 2020 and
November 17, 2021
10,132 35
2024-D ABS transaction (2)
June 28, 2024 1,494,953 May 23, 2024 78,782 6,051
2025-B ABS transaction (2)
July 17, 2025 496,749 February 6, 2025 26,223 2,315
2025-C ABS transaction (2)
August 21, 2025 $ 1,807,961 July 30, 2025 $ 95,101 $ 5,353
(1) The transfer of such additional loans qualified for sale treatment and removed these loans from our balance sheet on the settlement date of the transaction.
(2) Sallie Mae Bank sponsored the transaction and is the servicer and administrator.
(3) An unaffiliated third party sold to the Trust approximately $ 69 million of Private Education Loan residual flows from our 2020-PTA and 2020-PTB transactions through a re-securitization. Sallie Mae Bank sponsored the 2024-R1 transaction and is the administrator of the Trust.
The table below provides a summary of our exposure related to our unconsolidated VIEs.
2025 2024
As of December 31,
(dollars in thousands) Debt Interests (1)
Equity Interests (2)
Total Exposure Debt Interests (1)
Equity Interests (2)
Total Exposure
Private Education Loan term securitizations $ 622,184 $ 49,250 $ 671,434 $ 571,795 $ 53,262 $ 625,057
(1) Vertical risk retention interest classified as available-for-sale investment.
(2) Vertical risk retention interest classified as trading investment.
Other Borrowing Sources
We maintain discretionary uncommitted Federal Funds lines of credit with various correspondent banks, which totaled $ 125 million at December 31, 2025. The interest rate we are charged on these lines of credit is priced at Fed Funds plus a spread at the time of borrowing and is payable daily. We did not utilize these lines of credit in the years ended December 31, 2025 and 2024.
We established an account at the FRB to meet eligibility requirements for access to the Primary Credit borrowing facility at the FRB’s Discount Window (the “Window”). The Primary Credit borrowing facility is a lending program available to depository institutions that are in generally sound financial condition. All borrowings at the Window must be fully collateralized. We can pledge asset-backed and mortgage-backed securities, as well as Private Education Loans, to the FRB as collateral for borrowings at the Window. Generally, collateral value is assigned based on the estimated fair value of the pledged assets. At December 31, 2025 and December 31, 2024, the value of our pledged collateral at the FRB totaled $ 2.5 billion and $ 2.2 billion, respectively. The interest rate charged to us is the discount rate set by the FRB. We did not utilize this facility in the years ended December 31, 2025 and 2024.
2025 Form 10-K — SLM CORPORATION F-57
12. Derivative Financial Instruments
Risk Management Strategy
We maintain an overall interest rate risk management strategy that incorporates the use of derivative instruments to reduce the economic effect of interest rate changes. Our goal is to manage interest rate sensitivity by modifying the repricing frequency and underlying index characteristics of certain balance sheet assets or liabilities so any adverse impacts related to movements in interest rates are managed within low to moderate limits. As a result of interest rate fluctuations, hedged balance sheet positions will appreciate or depreciate in market value or create variability in cash flows. Income or loss on the derivative instruments linked to the hedged item will generally offset the effect of this unrealized appreciation or depreciation or volatility in cash flows for the period the item is being hedged. We view this strategy as a prudent management of interest rate risk.
Although we use derivatives to reduce the risk of interest rate changes, the use of derivatives does expose us to both market and credit risk. Market risk is the chance of financial loss resulting from changes in interest rates and market liquidity. Credit risk is the risk that a counterparty will not perform its obligations under a contract and it is limited to the loss of the fair value gain in a derivative that the counterparty owes us less collateral held and plus collateral posted. When the fair value of a derivative contract less collateral held and plus collateral posted is negative, we owe the counterparty and, therefore, we have no credit risk exposure to the counterparty; however, the counterparty has exposure to us. We minimize the credit risk in derivative instruments by entering into transactions with reputable counterparties that are reviewed regularly by our Credit Department. We also maintain a policy of requiring that all derivative contracts be governed by an International Swaps and Derivatives Association, Inc. Master Agreement. Depending on the nature of the derivative transaction, bilateral collateral arrangements are required as well. When we have more than one outstanding derivative transaction with the counterparty, and there exists legally enforceable netting provisions with the counterparty (i.e., a legal right to offset receivable and payable derivative contracts), the “net” mark-to-market exposure, less collateral held and plus collateral posted, represents exposure with the counterparty. We refer to this as the “net position.” When there is a net negative exposure, we consider our exposure to the counterparty and the net position to be zero.
Title VII of the Dodd-Frank Act requires all standardized derivatives, including most interest rate swaps, to be submitted for clearing to central counterparties to reduce counterparty risk. Two of the central counterparties we use are the CME and the LCH. All variation margin payments on derivatives cleared through the CME and LCH are accounted for as legal settlement. As of December 31, 2025, $ 562 million notional of our derivative contracts were cleared on the CME and $ 11 million were cleared on the LCH. The derivative contracts cleared through the CME and LCH represent 98.0 percent and 2.0 percent, respectively, of our total notional derivative contracts of $ 573 million at December 31, 2025.
For derivatives cleared through the CME and LCH, the net gain (loss) position includes the variation margin amounts as settlement of the derivative and not collateral against the fair value of the derivative. The amount of variation margin included as settlement as of December 31, 2025 was $( 1 ) million and $( 0.1 ) million for the CME and LCH, respectively. Changes in fair value for derivatives not designated as hedging instruments are presented as realized gains (losses).
Our exposure to the counterparty is limited to the value of the derivative contracts in a gain position less any collateral held and plus any collateral posted. When there is a net negative exposure, we consider our exposure to the counterparty to be zero. At December 31, 2025 and 2024, we had a net positive exposure (derivative gain/loss positions to us, less collateral held by us and plus collateral posted with counterparties) related to derivatives of $ 0.1 million and $ 5 million, respectively.
Accounting for Derivative Instruments
The accounting for derivative instruments requires that every derivative instrument, including certain derivative instruments embedded in other contracts, be recorded on the balance sheet as either an asset or liability measured at fair value. Our derivative instruments are classified and accounted for by us as either fair value hedges or cash flow hedges.
Fair Value Hedges
We generally use fair value hedges to offset the exposure to changes in fair value of a recognized fixed-rate liability. We enter into interest rate swaps to economically convert fixed-rate liabilities into variable-rate liabilities. For fair value hedges, we generally consider all components of the derivative’s gain and/or loss when assessing hedge effectiveness and generally hedge changes in fair values due to interest rates. For fair value hedges, the entire change in the fair value of the hedging instrument included in the assessment of hedge effectiveness is recorded in the same line item in the consolidated statements of income that is used to present the earnings effect of the hedged component of the hedged item.
F- 58 SLM CORPORATION — 2025 Form 10-K
12. Derivative Financial Instruments (Continued)
Cash Flow Hedges
We use cash flow hedges to hedge the exposure to variability in cash flows of floating-rate liabilities. This strategy is used primarily to minimize the exposure to volatility in cash flows from future changes in interest rates. In assessing hedge effectiveness, generally all components of each derivative’s gains or losses are included in the assessment. We hedge exposure to changes in cash flows due to changes in interest rates or total changes in cash flow. For cash flow hedges, the entire change in the fair value of the hedging instrument included in the assessment of hedge effectiveness is recorded in other comprehensive income (loss). Those amounts are subsequently reclassified to earnings, in the same line item in the consolidated statements of income as impacted by the hedged item, when the hedged item affects earnings.
Summary of Derivative Financial Statement Impact
The following tables summarize the fair values and notional amounts of all derivative instruments at December 31, 2025 and 2024, and their impact on earnings and other comprehensive income for the years ended December 31, 2025, 2024, and 2023.
Impact of Derivatives on the Consolidated Balance Sheets
Cash Flow Hedges Fair Value Hedges Total
As of December 31,
(dollars in thousands) 2025 2024 2025 2024 2025 2024
Fair Values (1)
Hedged Risk Exposure
Derivative Liabilities: (2)
Interest rate swaps Interest rate ( 4 ) ( 19 ) ( 4 ) ( 21 ) ( 8 ) ( 40 )
Total net derivatives $ ( 4 ) $ ( 19 ) $ ( 4 ) $ ( 21 ) $ ( 8 ) $ ( 40 )
(1) Fair values reported include variation margin as legal settlement of the derivative contract. Liabilities are presented without consideration of master netting agreements. Derivatives are carried on the balance sheet based on net position by counterparty under master netting agreements and classified in other assets or other liabilities depending on whether in a net positive or negative position.
(2) The following table reconciles gross positions with the impact of master netting agreements to the balance sheet classification:
As of December 31,
(dollars in thousands) Other Assets Other Liabilities
2025 2024 2025 2024
Gross position (1)
$ — $ — $ ( 8 ) $ ( 40 )
Derivative values with impact of master netting agreements (as carried on balance sheet) — — ( 8 ) ( 40 )
Cash collateral pledged (2)
121 4,879 — —
Net position $ 121 $ 4,879 $ ( 8 ) $ ( 40 )
__________
(1) Gross position amounts include accrued interest and variation margin as legal settlement of the derivative contract.
(2) Cash collateral pledged excludes amounts that represent legal settlement of the derivative contracts.
Notional Values
Cash Flow Fair Value Total
As of December 31,
(dollars in thousands) 2025 2024 2025 2024 2025 2024
Interest rate swaps $ 566,592 $ 639,097 $ 6,520 $ 281,520 $ 573,112 $ 920,617
Net total notional $ 566,592 $ 639,097 $ 6,520 $ 281,520 $ 573,112 $ 920,617
2025 Form 10-K — SLM CORPORATION F-59
12. Derivative Financial Instruments (Continued)
As of December 31, 2025 and 2024, the following amounts were recorded on the consolidated balance sheet related to cumulative basis adjustments for fair value hedges:
As of December 31,
(dollars in thousands)
Line Item in the Balance Sheet in Which the Hedged Item is Included: Carrying Amount of the Hedged Assets/(Liabilities) Cumulative Amount of Fair Value Hedging Adjustment Included in the Carrying Amount of the Hedged Assets/(Liabilities)
2025 2024
2025 2024
Deposits $ ( 6,255 ) $ ( 279,908 ) $ 73 $ 1,420
Impact of Derivatives on the Consolidated Statements of Income
Years Ended December 31,
(dollars in thousands) 2025 2024 2023
Fair Value Hedges
Interest rate swaps:
Interest recognized on derivatives $ ( 1,921 ) $ ( 15,278 ) $ ( 26,054 )
Hedged items recorded in interest expense ( 1,347 ) ( 11,490 ) ( 18,350 )
Derivatives recorded in interest expense 1,362 11,554 18,487
Total $ ( 1,906 ) $ ( 15,214 ) $ ( 25,917 )
Cash Flow Hedges
Interest rate swaps:
Amount of gain (loss) reclassified from accumulated other comprehensive income into interest expense $ 22,804 $ 41,221 $ 47,810
Total $ 22,804 $ 41,221 $ 47,810
Total $ 20,898 $ 26,007 $ 21,893
Impact of Derivatives on the Statements of Changes in Stockholders’ Equity
Years Ended December 31,
(dollars in thousands) 2025 2024 2023
Amount of gain (loss) recognized in other comprehensive income (loss) $ 1,365 $ 10,827 $ 13,353
Less: Amount of gain (loss) reclassified in interest expense 22,804 41,221 47,810
Total change in other comprehensive income (loss) for unrealized gains (losses) on derivatives, before income tax (expense) benefit $ ( 21,439 ) $ ( 30,394 ) $ ( 34,457 )
Amounts reported in accumulated other comprehensive income related to derivatives will be reclassified to interest expense as interest payments are made on our variable-rate deposits. During the next twelve months, we estimate $ 0.8 million will be reclassified as a decrease to interest expense.
Cash Collateral
As of December 31, 2025, cash collateral held and pledged excludes amounts that represent legal settlement of the derivative contracts held with the CME and LCH. There was no cash collateral held by us related to derivative exposure between us and our derivatives counterparties at December 31, 2025 and 2024, respectively. Collateral held is recorded in “Other Liabilities” on the consolidated balance sheets. Cash collateral pledged by us related to derivative exposure between us and our derivatives counterparties was $ 0.1 million and $ 5 million at December 31, 2025 and 2024, respectively. Collateral pledged is recorded in “Other interest-earning assets” on the consolidated balance sheets.
F- 60 SLM CORPORATION — 2025 Form 10-K
13. Stockholders’ Equity
Preferred Stock
At December 31, 2025, we had 2.5 million shares of Floating-Rate Non-Cumulative Preferred Stock, Series B (the “Series B Preferred Stock”) outstanding. The Series B Preferred Stock does not have a maturity date but can be redeemed at our option. Redemption would include any accrued and unpaid dividends for the then current quarterly dividend period, up to the redemption date. The shares have no preemptive or conversion rights and are not exchangeable for any of our other securities or property. Dividends are not mandatory and are paid quarterly, when, as, and if declared by the Board of Directors. Holders of Series B Preferred Stock were entitled to receive quarterly dividends based on 3-month LIBOR plus 170 basis points per annum in arrears, until the transition to SOFR in the third quarter of 2023. The first dividends on our Series B Preferred Stock that were based on a SOFR rate were declared dividends paid on December 15, 2023, which were based on the adjusted 3-month CME Term SOFR plus 170 basis points per annum in arrears, where the adjusted 3-month CME Term SOFR includes the LIBOR Benchmark Replacement Adjustment of 26.161 basis points. Upon liquidation or dissolution of the Company, holders of the Series B Preferred Stock are entitled to receive $ 100 per share, plus an amount equal to accrued and unpaid dividends for the then current quarterly dividend period, pro rata, and before any distribution of assets is made to holders of our common stock.
Common Stock
Our governing documents permit the issuance of up to 1.125 billion shares of common stock (par value of $0 .20 ). At December 31, 2025, 199 million shares were issued and outstanding and 31 million shares were unissued but encumbered for outstanding stock options, restricted stock, restricted stock units, performance stock units, and dividend equivalent units for employee compensation and remaining authority for stock-based compensation plans.
Common Stock Dividends
In the years ended December 31, 2025, 2024, and 2023, we paid a total common stock dividend of $ 0.52 , $ 0.46 , and $ 0.44 per common share, respectively. Common stock dividend declarations are subject to determination by, and the discretion of, our Board of Directors. We may change our common stock dividend policy at any time.
We are dependent on funds obtained from the Bank to fund dividend payments. Regulatory and other legal restrictions may limit our ability to transfer funds freely, either to or from our subsidiaries. In particular, the Bank is subject to laws and regulations that authorize regulatory bodies to block or reduce the flow of funds to us, or that prohibit such transfers altogether in certain circumstances. These laws, regulations, and rules may hinder our ability to access funds that we may need to make payments in respect of our stock or to satisfy our other responsibilities. The FDIC has the authority to prohibit or limit the payment of dividends by the Bank and SLM Corporation.
Share Repurchases
In January 2020, we announced a share repurchase program of up to $ 600 million of common stock. This program expired in January 2022. In January 2021, we announced an additional share repurchase program of up to $ 1.25 billion of common stock (the “2021 Share Repurchase Program”) that expired in January 2023. In October 2021, our Board of Directors approved a $ 250 million increase in the amount of common stock that could be repurchased under the 2021 Share Repurchase Program, resulting in a total authorization of $ 1.5 billion of common stock. In January 2022, we announced a share repurchase program of up to $ 1.25 billion of common stock that expired in January 2024.
In January 2024, we announced a new share repurchase program of up to $ 650 million of common stock (the “2024 Share Repurchase Program”). We had $ 33 million of capacity remaining under the 2024 Share Repurchase Program at December 31, 2025. The 2024 Share Repurchase Program expired on February 6, 2026.
On January 22, 2026, we announced a new share repurchase program (the “2026 Share Repurchase Program”), which became effective on January 22, 2026 and is expected to be completed over the next approximately 24 months ending February 4, 2028. The 2026 Share Repurchase Program permits us to repurchase shares of our common stock from time to time in various transaction formats including, but not limited to, tender offers, open market purchases, accelerated share repurchases, negotiated or block purchases, and/ or pursuant to trading plans in accordance with Rules 10b5-1 and 10b-18 of the Securities and Exchange Act of 1934, as amended (the “Exchange Act”), up to an aggregate repurchase price not to exceed $ 500 million.
Under the above share repurchase programs, repurchases could occur from time to time and through a variety of methods, including open market repurchases, repurchases effected through Rule 10b5-1 trading plans, negotiated block purchases, accelerated share repurchase programs, tender offers, or other similar transactions. The timing and volume of any repurchases are subject to market conditions, and there can be no guarantee that the Company will repurchase up to the limit of the 2026 Share Repurchase Program.
2025 Form 10-K — SLM CORPORATION F-61
13. Stockholders’ Equity (Continued)
Share Repurchases under our Rule 10b5-1 Trading Plans
During the years ended December 31, 2025, 2024, and 2023, we repurchased 13 million, 12 million, and 22 million shares, respectively, of our common stock at a total cost of $ 373 million, $ 250 million, and $ 349 million, respectively, under Rule 10b5-1 trading plans authorized under our share repurchase programs.
The following table summarizes our common share repurchases and issuances associated with these programs.
Years Ended December 31,
(shares and per share amounts in actuals) 2025 2024 2023
Common stock repurchased under repurchase programs (1)
12,845,660 11,586,103 22,341,595
Average purchase price per share (2)
$ 29.02 $ 21.59 $ 15.64
Shares repurchased related to employee stock-based compensation plans (3)
910,953 749,866 1,099,241
Average purchase price per share $ 31.14 $ 20.19 $ 15.46
Common shares issued (4)
2,642,637 2,374,379 3,109,276
(1) Common shares purchased under our share repurchase programs. There was $ 33 million of capacity remaining under the 2024 Share Repurchase Program at December 31, 2025.
(2) Average purchase price per share includes purchase commission costs and excise taxes.
(3) Comprised of shares withheld from stock option exercises and the vesting of restricted stock, restricted stock units, performance stock units, and dividend equivalent units for employees’ tax withholding obligations and shares tendered by employees to satisfy option exercise costs.
(4) Common shares issued under our various compensation and benefit plans.
The closing price of our common stock on the NASDAQ Global Select Market on December 31, 2025 was $ 27.06 .
F- 62 SLM CORPORATION — 2025 Form 10-K
14. Earnings per Common Share
Basic earnings per common share (“EPS”) are calculated using the weighted average number of shares of common stock outstanding during each period. A reconciliation of the numerators and denominators of the basic and diluted EPS calculations follows.
Years ended December 31, (dollars in thousands, except per share data) 2025 2024 2023
Numerator:
Net income $ 744,847 $ 608,325 $ 581,391
Preferred stock dividends 15,725 18,296 17,705
Net income attributable to SLM Corporation common stock $ 729,122 $ 590,029 $ 563,686
Denominator:
Weighted average shares used to compute basic EPS 207,155 216,220 231,411
Effect of dilutive securities:
Dilutive effect of stock options, restricted stock, restricted stock units, performance stock units, and Employee Stock Purchase Plan (“ESPP”) (1)(2)
3,759 3,714 2,652
Weighted average shares used to compute diluted EPS 210,914 219,934 234,063
Basic earnings per common share $ 3.52 $ 2.73 $ 2.44
Diluted earnings per common share $ 3.46 $ 2.68 $ 2.41
(1) Includes the potential dilutive effect of additional common shares that are issuable upon exercise of outstanding stock options, restricted stock, restricted stock units, performance stock units, and the outstanding commitment to issue shares under the ESPP, determined by the treasury stock method.
(2) For the years ended December 31, 2025, 2024, and 2023, securities covering approximately less than 1 million shares, less than 1 million shares, and 1 million shares, respectively, were outstanding but not included in the computation of diluted earnings per share because they were anti-dilutive.
2025 Form 10-K — SLM CORPORATION F-63
15. Stock-Based Compensation Plans and Arrangements
Plan Summaries
As of December 31, 2025, we had one active stock-based compensation plan that provides for grants of equity awards to our employees and non-employee directors.
The SLM Corporation 2021 Omnibus Incentive Plan was approved by stockholders on June 8, 2021, and at December 31, 2025, 13 million shares were authorized to be issued from this plan.
We also maintain an employee stock purchase plan. The number of shares authorized under the plan at December 31, 2025 was 14 million shares.
Shares issued under these stock-based compensation plans may be either shares reacquired by us or shares that are authorized but unissued.
Stock-Based Compensation
The total stock-based compensation cost recognized in the consolidated statements of income for the years ended December 31, 2025, 2024, and 2023 were $ 41 million, $ 40 million, and $ 36 million, respectively. As of December 31, 2025, there was $ 27 million of total unrecognized compensation expense related to unvested restricted stock awards, restricted stock units, performance stock units, and ESPP awards, which is expected to be recognized over a weighted average period of 1.3 years. We amortize compensation expense on a straight-line basis over the related vesting periods of each tranche of each award.
Stock Options
There were no stock options granted in the years ended December 31, 2023, 2024, or 2025.
The following table summarizes stock option activity for the year ended December 31, 2025.
(Dollars in thousands, shares and per share amounts in actuals) Number of
Options Weighted
Average
Exercise
Price per
Share Weighted
Average
Remaining
Contractual
Term Aggregate
Intrinsic
Value (1)
Outstanding at December 31, 2024 1,000,529 $ 17.59
Granted — —
Exercised (2)(3)
( 69,115 ) 17.52
Canceled — —
Outstanding at December 31, 2025 (4)
931,414 $ 17.59 5.2 years $ 8,818
Exercisable at December 31, 2025 931,414 $ 17.59 5.2 years $ 8,818
(1) The aggregate intrinsic value represents the total intrinsic value (the aggregate difference between our closing stock price on December 31, 2025 and the exercise price of in-the-money options) that would have been received by the option holders if all in-the-money options had been exercised on December 31, 2025.
(2) For the years ended December 31, 2025 and 2024, the total intrinsic value of the options exercised was $ 1 million and $ 0.3 million, respectively. No options were exercised in the year ended December 31, 2023.
(3) Cash of $ 1 million was received from option exercises for the year ended December 31, 2025. The actual tax benefit realized for the tax deductions from option exercises totaled less than $ 1 million for the year ended December 31, 2025.
(4) For net-settled options, gross number is reflected.
F- 64 SLM CORPORATION — 2025 Form 10-K
15. Stock-Based Compensation Plans and Arrangements (Continued)
Restricted Stock
Restricted stock awards generally vest over one year . Outstanding restricted stock is entitled to dividend equivalent units that vest subject to the same vesting requirements or lapse of transfer restrictions, as applicable, as the underlying restricted stock award. The fair value of restricted stock awards is based on our stock price at the grant date.
The following table summarizes restricted stock activity for the year ended December 31, 2025.
(Shares and per share amounts in actuals) Number of
Shares Weighted
Average Grant
Date
Fair Value
Non-vested at December 31, 2024 70,690 $ 20.51
Granted 63,372 31.24
Vested (1)
( 70,690 ) 20.51
Canceled — —
Non-vested at December 31, 2025 (2)
63,372 $ 31.24
(1) The total fair value of shares that vested during the years ended December 31, 2025, 2024, and 2023 was $ 1 million, $ 1 million, and $ 1 million, respectively.
(2) As of December 31, 2025, there was $ 0.9 million of unrecognized compensation cost related to restricted stock, which is expected to be recognized over a weighted average period of 0.5 years.
Restricted Stock Units and Performance Stock Units
Restricted stock units (“RSUs”) and performance stock units (“PSUs”) are equity awards granted to employees that entitle the holder to shares of our common stock when the award vests. RSUs may be time-vested over three years or vested at grant but subject to transfer restrictions, while PSUs vest based on corporate performance targets at the end of a three-year period.
Outstanding RSUs and PSUs are entitled to dividend equivalent units that are subject to the same vesting requirements or lapse of transfer restrictions, as applicable, as the underlying award. The fair value of RSUs is based on our stock price at the grant date. The fair value of each PSU grant was estimated on the date of grant using the Monte Carlo simulation-pricing model.
The following table summarizes RSU and PSU activity for the year ended December 31, 2025.
(Shares and per share amounts in actuals) Number of
RSUs/
PSUs Weighted
Average Grant
Date
Fair Value
Outstanding at December 31, 2024 4,438,181 $ 18.16
Granted 1,661,610 28.96
Vested and converted to common stock (1)
( 2,226,858 ) 18.64
Canceled ( 92,955 ) 22.65
Outstanding at December 31, 2025 (2)
3,779,978 $ 22.51
(1) The total fair value of RSUs/PSUs that vested and converted to common stock during the years ended December 31, 2025, 2024, and 2023 was $ 42 million, $ 32 million, and $ 35 million, respectively.
(2) As of December 31, 2025, there was $ 26 million of unrecognized compensation cost related to RSUs/PSUs, which is expected to be recognized over a weighted average period of 1.4 years.
2025 Form 10-K — SLM CORPORATION F-65
15. Stock-Based Compensation Plans and Arrangements (Continued)
Employee Stock Purchase Plan
On June 17, 2025, the Company’s stockholders approved the SLM Corporation 2025 Employee Stock Purchase Plan (the “2025 ESPP”) upon the recommendation and approval by the Board of Directors. The 2025 ESPP replaced the prior plan, the Sallie Mae Employee Stock Purchase Plan, as amended and restated (the “2014 ESPP”).
Under the terms of the 2025 ESPP, eligible employees may purchase shares of our common stock at a price no less than 85 percent of the lower of the fair market value of the Company’s common stock on either the first or last day of each offering period (i.e. a 15 percent discount), up to a certain maximum purchase price per offering period. The 2025 ESPP does not include post-purchase holding requirements and does not include certain features that could trigger modification, such as increases to contribution rates, resets, and rollovers. Employees are allowed to terminate their participation in the 2025 ESPP in a timely manner during the purchase period prior to the purchase of shares.
The fair values of the stock purchase rights of the ESPP offerings were calculated using a Black-Scholes option pricing model with the following weighted average assumptions:
Years ended December 31, (per share amounts in actuals) 2025 2024 2023
Risk-free interest rate 3.72 % 4.56 % 5.31 %
Expected volatility 29 % 27 % 38 %
Expected dividend rate 1.75 % 1.99 % 2.73 %
Expected life of the option 6 months 1 year 1 year
Weighted average fair value of stock purchase rights $ 6.70 $ 5.07 $ 4.14
The expected volatility is based on implied volatility from publicly-traded options on our stock at the grant date and historical volatility of our stock consistent with the expected life. The risk-free interest rate is based on the zero-coupon U.S. Treasury STRIPS rate at the grant date consistent with the expected life.
The fair values were amortized to compensation cost on a straight-line basis over a one-year vesting period for the 2014 ESPP and a six-month vesting period for the 2025 ESPP. As of December 31, 2025, there was less than $ 1 million of unrecognized compensation cost related to the 2025 ESPP, which is expected to be recognized by May 2026.
During the years ended December 31, 2025, 2024 and 2023, plan participants purchased approximately 197,000 shares, 227,000 shares and 195,000 shares, respectively, of our common stock.
F- 66 SLM CORPORATION — 2025 Form 10-K
16. Fair Value Measurements
We use estimates of fair value in applying various accounting standards for the consolidated financial statements.
We categorize our fair value estimates based on a hierarchical framework associated with three levels of price transparency utilized in measuring financial instruments at fair value. For additional information regarding our policies for determining fair value and the hierarchical framework, see Note 2, “Significant Accounting Policies — Fair Value Measurement” in this Form 10-K.
The following table summarizes the valuation of our financial instruments that are marked-to-fair value on a recurring basis.
Fair Value Measurements on a Recurring Basis
2025 2024
As of December 31,
(dollars in thousands) Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Total
Assets:
Trading investments $ — $ — $ 49,250 $ 49,250 $ — $ — $ 53,262 $ 53,262
Available-for-sale investments — 1,756,178 1,892 1,758,070 — 1,930,537 2,689 1,933,226
Total $ — $ 1,756,178 $ 51,142 $ 1,807,320 $ — $ 1,930,537 $ 55,951 $ 1,986,488
Liabilities:
Derivative instruments $ — $ ( 8 ) $ — $ ( 8 ) $ — $ ( 40 ) $ — $ ( 40 )
Total $ — $ ( 8 ) $ — $ ( 8 ) $ — $ ( 40 ) $ — $ ( 40 )
2025 Form 10-K — SLM CORPORATION F-67
16. Fair Value Measurements (Continued)
The following table summarizes the change in balance sheet carrying value associated with level 3 financial instruments carried at fair value on a recurring basis.
2025 2024
Investments Investments
Years ended December 31,
(dollars in thousands) Available For Sale -
Debt Securities Trading - Residual Interests Total Available For Sale -
Debt Securities Trading - Residual Interests Total
Balance, beginning of period $ 2,689 $ 53,262 $ 55,951 $ — $ 54,481 $ 54,481
Total gains/(losses):
Included in earnings (or changes in net assets) (1)
21 97 118 20 478 498
Included in other comprehensive income ( 7 ) — ( 7 ) 80 — 80
Settlements ( 811 ) ( 4,109 ) ( 4,920 ) 2,589 ( 1,697 ) 892
Transfers into level 3 — — — — — —
Transfers out of level 3 — — — — — —
Balance, end of period $ 1,892 $ 49,250 $ 51,142 $ 2,689 $ 53,262 $ 55,951
Change in unrealized gains (losses) for the period included in other comprehensive income for assets held at the end of the reporting period $ ( 7 ) $ — $ ( 7 ) $ 80 $ — $ 80
Change in unrealized gains (losses) for the period included in earnings (or changes in net assets) for assets held at the end of the reporting period (2)
$ — $ 97 $ 97 $ — $ 478 $ 478
(1) Included in earnings (or changes in net assets) is comprised of the amounts recorded in the specified line item in the consolidated statements of income:
Years Ended December 31,
(dollars in thousands)
2025 2024
Interest Income - Investments $ 21 $ 20
Gains (losses) on securities, net 97 478
Total $ 118 $ 498
(2) Recorded in "gains (losses) on securities, net" in the consolidated statements of income.
F- 68 SLM CORPORATION — 2025 Form 10-K
16. Fair Value Measurements (Continued)
The following table presents the significant unobservable inputs used in the recurring valuations of the level 3 financial instruments detailed above.
As of December 31, 2025
(dollars in thousands) Fair Value Valuation Technique Unobservable Input Range (Average)
Debt securities 1,892 Discounted cash flow Constant Prepayment Rate 6.9 %- 11.0 % ( 8.3 %)
Probability of default 4.4 %- 15.9 % ( 11.4 %)
Residual interests 49,250 Discounted cash flow Constant Prepayment Rate 6.9 %- 11.0 % ( 8.3 %)
Probability of default 4.4 %- 15.9 % ( 11.4 %)
Total $ 51,142
The significant inputs detailed in the above table would be expected to have the following impacts to the valuations:
• A decrease in CPR would result in a longer weighted average life of the trust, resulting in a decrease to the valuation due to the delay in residual cash flows with the increased term. The opposite is true for an increase in the CPR.
• A decrease in the probability of defaults means increased principal receipts, resulting in an increase to the valuation due to the increase in residual cash flow.
• Conversely, an increase in the probability of defaults means decreased principal receipts, resulting in a decrease to the valuation due to the decrease in residual cash flow.
2025 Form 10-K — SLM CORPORATION F-69
16. Fair Value Measurements (Continued)
The following table summarizes the fair values of our financial assets and liabilities, including derivative financial instruments.
As of December 31,
(dollars in thousands) 2025 2024
Fair
Value Carrying
Value Difference Fair
Value Carrying
Value Difference
Earning assets:
Loans held for investment, net:
Private Education Loans $ 23,198,134 $ 20,332,124 $ 2,866,010 $ 24,110,381 $ 20,902,158 $ 3,208,223
Loans held for sale 947,078 933,256 13,822 — — —
Cash and cash equivalents 4,241,265 4,241,265 — 4,700,366 4,700,366 —
Trading investments 49,250 49,250 — 53,262 53,262 —
Available-for-sale investments 1,758,070 1,758,070 — 1,933,226 1,933,226 —
Accrued interest receivable 1,662,640 1,562,811 99,829 1,663,474 1,546,590 116,884
Derivative instruments — — — — — —
Total earning assets $ 31,856,437 $ 28,876,776 $ 2,979,661 $ 32,460,709 $ 29,135,602 $ 3,325,107
Interest-bearing liabilities:
Money-market and savings accounts $ 11,187,471 $ 11,182,022 $ ( 5,449 ) $ 10,503,731 $ 10,526,324 $ 22,593
Certificates of deposit 9,830,811 9,877,945 47,134 10,593,666 10,540,428 ( 53,238 )
Short-term borrowings 489,802 498,415 8,613 — — —
Long-term borrowings 5,376,909 5,362,494 ( 14,415 ) 6,323,384 6,440,345 116,961
Accrued interest payable 97,524 97,524 — 108,488 108,488 —
Derivative instruments 8 8 — 40 40 —
Total interest-bearing liabilities $ 26,982,525 $ 27,018,408 $ 35,883 $ 27,529,309 $ 27,615,625 $ 86,316
Excess of net asset fair value over carrying value $ 3,015,544 $ 3,411,423
The methods and assumptions used to estimate the fair value of each class of financial instruments are as follows:
Cash and Cash Equivalents
Cash and cash equivalents are carried at cost. Carrying value approximated fair value for disclosure purposes. These are level 1 valuations.
Investments
Trading
Investments classified as trading are carried at fair value in the consolidated financial statements. Investments in residual class interests are valued using observable inputs in the cash flow modeling where available, but many significant inputs are unobservable. Residual interests are not exchange traded nor do they have quoted market prices, as they are unique and do not actively trade. As such, these are level 3 valuations.
Available-for-Sale
Investments classified as available-for-sale are carried at fair value in the consolidated financial statements. Investments in mortgage-backed securities, U.S. government-sponsored enterprises and Treasury securities, and Utah Housing Corporation bonds are valued using observable market prices of similar assets. As such, these are level 2 valuations. The fair value of most of our non-residual vertical risk retention investments is estimated using pricing indications obtained from the investment bankers who participate in the asset-backed securities market. As such, these
F- 70 SLM CORPORATION — 2025 Form 10-K
16. Fair Value Measurements (Continued)
are level 2 valuations. Where we are unable to obtain pricing indications for our non-residual vertical risk retention investments, we classify them as level 3 valuations.
Loans Held For Investment and Accrued Interest Receivable
Private Education Loans & Loans Held for Sale
For Private Education Loans, fair value is estimated using an income approach that includes both observable market data and unobservable inputs consistent with the assumptions market participants would incorporate in an orderly transaction at the measurement date. For fully-disbursed loans, fair value is estimated based on recent market transactions and pricing for comparable loans with similar credit characteristics, remaining maturity, and contractual terms. These are considered level 2 valuations.
For not fully-disbursed loans, the fair value estimate reflects both the funded portion of the loan and the remaining contractual commitment to fund future disbursements. The funded portion of the loan is valued using observable market pricing for comparable fully-disbursed loans. The unfunded commitment is valued using a discounted cash flow methodology that incorporates the probability-weighted net present value of the expected future economic benefit of funding the remaining commitment and the estimated cost of capital associated with maintaining funding availability during the period prior to disbursement. These are considered level 3 valuations.
A portion of the fair value that has been modeled is attributable to accrued interest receivable that has not yet been capitalized, and has been allocated to the accrued interest receivable line item. The remaining accrued interest receivable that will not be capitalized into the principal balance of the loan is carried at cost.
Our loans held for sale are accounted for at the lower of cost or market. The loans classified as held for sale are newly originated and not fully-disbursed loans.
Money Market and Savings Accounts
Some of our MMDAs are fixed-rate deposits that are subject to minimum balances for a specified period of time. The fair values of these deposits are estimated using discounted cash flows based on rates currently offered for deposits of similar maturities. These are level 2 valuations. The fair values of our remaining money market and savings accounts equal the amounts payable on demand at the balance sheet date and are reported at their carrying value. These are level 2 valuations.
Certificates of Deposit
The fair values of CDs are estimated using discounted cash flows based on rates currently offered for deposits of similar remaining maturities. These are level 2 valuations.
Accrued Interest Payable
Accrued interest payable is carried at cost. The carrying value approximates fair value due to its short-term nature. This is a level 1 valuation.
Borrowings
Borrowings are accounted for at cost in the consolidated financial statements. The fair value of our short-term and long-term unsecured borrowings is sourced from quoted prices using a third-party pricing service. These are level 2 valuations. The fair value of long-term secured borrowings is estimated using pricing indications obtained from the investment bankers who participate in the asset-backed securities market. These are level 2 valuations.
Derivatives
All derivatives are accounted for at fair value in the consolidated financial statements. The fair value of derivative financial instruments was determined by a standard derivative pricing and option model using the stated terms of the contracts and observable market inputs. It is our policy to compare the derivative fair values to those received from our counterparties in order to evaluate the model’s outputs.
When determining the fair value of derivatives, we take into account counterparty credit risk for positions where we are exposed to the counterparty on a net basis by assessing exposure net of collateral held. When the counterparty has exposure to us under derivative contracts with the Company, we fully collateralize the exposure (subject to certain thresholds).
2025 Form 10-K — SLM CORPORATION F-71
16. Fair Value Measurements (Continued)
Interest rate swaps are valued using a standard derivative cash flow model with a SOFR swap yield curve, which is an observable input from an active market. These derivatives are level 2 fair value estimates in the hierarchy.
The carrying value of borrowings designated as the hedged item in a fair value hedge is adjusted for changes in fair value due to changes in the benchmark interest rate (SOFR). These valuations are determined through standard pricing models using the stated terms of the borrowings and observable yield curves.
17. Regulatory Capital
The Bank is subject to various regulatory capital requirements administered by the FDIC and the UDFI. Failure to meet minimum capital requirements can initiate certain mandatory and possibly additional discretionary actions by regulators that, if undertaken, could have a direct material adverse effect on our business, results of operations, and financial position. Under the FDIC’s regulations implementing the Basel III capital framework (“U.S. Basel III”) and the regulatory framework for prompt corrective action, the Bank must meet specific capital standards that involve quantitative measures of its assets, liabilities, and certain off-balance sheet items as calculated under regulatory accounting practices. The Bank’s capital amounts and its classification under the prompt corrective action framework are also subject to qualitative judgments by the regulators about components of capital, risk weightings, and other factors.
The Bank is subject to the following minimum capital ratios under U.S. Basel III: a Common Equity Tier 1 risk-based capital ratio of 4.5 percent, a Tier 1 risk-based capital ratio of 6.0 percent, a Total risk-based capital ratio of 8.0 percent, and a Tier 1 leverage ratio of 4.0 percent. In addition, the Bank is subject to a Common Equity Tier 1 capital conservation buffer of greater than 2.5 percent. Failure to maintain the buffer will result in restrictions on the Bank’s ability to make capital distributions, including the payment of dividends, and to pay discretionary bonuses to executive officers. Including the buffer, the Bank is required to maintain the following capital ratios under U.S. Basel III in order to avoid such restrictions: a Common Equity Tier 1 risk-based capital ratio of greater than 7.0 percent, a Tier 1 risk-based capital ratio of greater than 8.5 percent, and a Total risk-based capital ratio of greater than 10.5 percent.
To qualify as “well capitalized” under the prompt corrective action framework for insured depository institutions, the Bank must maintain a Common Equity Tier 1 risk-based capital ratio of at least 6.5 percent, a Tier 1 risk-based capital ratio of at least 8.0 percent, a Total risk-based capital ratio of at least 10.0 percent, and a Tier 1 leverage ratio of at least 5.0 percent.
In July 2023, the federal banking agencies proposed a rule to implement significant changes to the U.S. Basel III regulatory capital requirements. The proposed changes to the regulatory capital requirements generally would amend or introduce approaches and methodologies that would apply to banking organizations with total consolidated assets of $100 billion or more or to banking organizations with significant trading activity. The proposed rule therefore would not affect the Bank’s capital requirements or the calculation of its capital ratios. It is uncertain if and when a final rule will be adopted, and if so, whether and to what extent it will differ from the proposed rule.
Under regulations issued by the FDIC and other federal banking agencies, banking organizations that adopted CECL during the 2020 calendar year, including the Bank, could elect to delay for two years , and then phase in over the following three years, the effects on regulatory capital of CECL relative to the incurred loss methodology. The Bank elected to use this option. Therefore, the regulatory capital impact of the Bank’s transition adjustments recorded on January 1, 2020 from the adoption of CECL, and 25 percent of the ongoing impact of CECL on the Bank’s allowance for credit losses, retained earnings, and average total consolidated assets, each as reported for regulatory capital purposes (collectively, the “adjusted transition amounts”), were deferred for the two-year period ending January 1, 2022. On each of January 1 of 2022, 2023, 2024 and 2025, 25 percent of the adjusted transition amounts were phased in for regulatory capital purposes. As of January 1, 2025, all adjusted transition amounts have been phased in for regulatory capital purposes. The Bank’s January 1, 2020 CECL transition amounts increased our allowance for credit losses by $ 1.1 billion, increased the liability representing our off-balance sheet exposure for unfunded commitments by $ 116 million, and increased our deferred tax asset by $ 306 million, resulting in a cumulative effect adjustment that reduced retained earnings by $ 953 million. This transition adjustment was inclusive of qualitative adjustments incorporated into our CECL allowance as necessary, to address any limitations in the models used.
The Bank’s required and actual regulatory capital amounts and ratios, including applicable capital conservation buffers, under U.S. Basel III are shown in the following table. The following capital amounts and ratios are based upon the Bank’s average assets and risk-weighted assets, as indicated. The Bank has elected to exclude accumulated other comprehensive income related to both available-for-sale investments and swap valuations from Common Equity Tier 1 Capital.
F- 72 SLM CORPORATION — 2025 Form 10-K
17. Regulatory Capital (Continued)
(Dollars in thousands) Actual U.S. Basel III
Minimum Requirements Plus Buffer (1)(2)
Amount Ratio Amount Ratio
As of December 31, 2025 (3) :
Common Equity Tier 1 Capital (to Risk-Weighted Assets) $ 2,929,973 11.1 % $ 1,849,590 > 7.0 %
Tier 1 Capital (to Risk-Weighted Assets) $ 2,929,973 11.1 % $ 2,245,930 > 8.5 %
Total Capital (to Risk-Weighted Assets) $ 3,274,883 12.4 % $ 2,774,384 > 10.5 %
Tier 1 Capital (to Average Assets) $ 2,929,973 9.9 % $ 1,186,335 > 4.0 %
As of December 31, 2024 (3) :
Common Equity Tier 1 Capital (to Risk-Weighted Assets) $ 2,957,067 11.3 % $ 1,827,318 > 7.0 %
Tier 1 Capital (to Risk-Weighted Assets) $ 2,957,067 11.3 % $ 2,218,886 > 8.5 %
Total Capital (to Risk-Weighted Assets) $ 3,294,663 12.6 % $ 2,740,976 > 10.5 %
Tier 1 Capital (to Average Assets) $ 2,957,067 9.7 % $ 1,213,505 > 4.0 %
(1) Reflects the U.S. Basel III minimum required ratio plus the applicable capital conservation buffer.
(2) The Bank’s regulatory capital ratios also exceeded all applicable standards for the Bank to qualify as “well capitalized” under the prompt corrective action framework.
(3) For both December 31, 2025 and 2024, the actual amounts and the actual ratios include the respective adjusted transition amounts discussed above.
Bank Dividends
The Bank is chartered under the laws of the State of Utah and its deposits are insured by the FDIC. The Bank’s ability to pay dividends is subject to the laws of Utah and the regulations of the FDIC. Generally, under Utah’s industrial bank laws and regulations as well as FDIC regulations, the Bank may pay dividends from its net profits without regulatory approval if, following the payment of the dividend, the Bank’s capital and surplus would not be impaired. The Company relies on dividends from the Bank, as necessary, to enable the Company to pay any declared dividends and other payments and consummate share repurchases, as described herein. The Bank declared $ 700 million, $ 570 million, and $ 550 million in dividends to the Company for the years ended December 31, 2025, 2024, and 2023, respectively, with the proceeds primarily used to fund share repurchase programs and stock dividends.
18. Defined Contribution Plans
We participate in a defined contribution plan which is intended to qualify under section 401(k) of the Internal Revenue Code. The Sallie Mae 401(k) Savings Plan covers substantially all employees. After six months of service, we match 100 percent of the first five percent of contributions for eligible employees. For the years ended December 31, 2025, 2024, and 2023, we contributed $ 8 million, $ 10 million, and $ 8 million, respectively, to this plan.
2025 Form 10-K — SLM CORPORATION F-73
19. Commitments, Contingencies, and Guarantees
Commitments
When we approve a Private Education Loan at the beginning of an academic year, that approval may cover the borrowing for the entire academic year. As such, we do not always disburse the full amount of the loan at the time of such approval but instead have a commitment to fund a portion of the loan at a later date (usually at the start of the second semester or subsequent trimesters). We estimate expected credit losses over the contractual period that we are exposed to credit risk via a contractual obligation to extend credit unless that obligation is unconditionally cancellable by us. At December 31, 2025, we had $ 2.4 billion of outstanding contractual loan commitments which we expect to fund during the remainder of the 2025/2026 academic year, including $ 523 million of contractual loan commitments associated with loans classified as held for sale. At December 31, 2025, we had a $ 77 million reserve recorded in “Other Liabilities” to cover lifetime expected credit losses on unfunded commitments. See Note 2,“Significant Accounting Policies — Allowance for Credit Losses — Off-Balance Sheet Exposure for Contractual Loan Commitments” and Note 7, “Allowance for Credit Losses and Unfunded Loan Commitments — Unfunded Loan Commitments” in this Form 10-K for additional information.
Contingencies
In the ordinary course of business, we and our subsidiaries are routinely defendants in or parties to pending and threatened legal actions and proceedings, including actions brought on behalf of various classes of claimants. These actions and proceedings may be based on alleged violations of consumer protection, securities, employment, and other laws. In certain of these actions and proceedings, claims for substantial monetary damage may be asserted against us and our subsidiaries.
It is common for the Company, our subsidiaries, and affiliates to receive information and document requests and investigative demands from state attorneys general, legislative committees, and administrative agencies. These requests may be for informational or regulatory purposes and may relate to our business practices, the industries in which we operate, or other companies with whom we conduct business. Our practice has been and continues to be to cooperate with these bodies and be responsive to any such requests.
We are required to establish reserves for litigation and regulatory matters where those matters present loss contingencies that are both probable and estimable. When loss contingencies are not both probable and estimable, we do not establish reserves.
Securities Class Action Litigation
On December 19, 2025, a putative securities class action lawsuit was filed against SLM Corporation and certain of its officers in the United States District Court for the District of New Jersey, captioned Zappia v. SLM Corporation, et al. The complaint asserts claims under Section 10(b) and Section 20(a) of the Securities and Exchange Act of 1934, on behalf of a putative class of persons and entities who purchased (or otherwise acquired) the Company’s securities. The complaint contends that certain statements made by the Company and certain of its officers were allegedly false or misleading, and seeks unspecified damages on behalf of the putative class. The Company intends to defend itself vigorously. At this time, the Company is unable to predict the outcome of this matter or estimate the possible loss or range of loss, if any, that may result from this action.
F- 74 SLM CORPORATION — 2025 Form 10-K
20. Income Taxes
We adopted ASU 2023-09 “Income Taxes (Topic 740): Improvements to Income Tax Disclosures” on a prospective basis beginning with the year ended December 31, 2025. The following table presents required disclosure pursuant to ASU 2023-09 and reconciles the statutory U.S. federal income tax amount and rate to our effective tax amount and rate for continuing operations for the year ended December 31, 2025:
Year ended December 31,
(dollars in thousands) 2025
Statutory rate $ 208,438 21.0 %
Tax credits:
Research credit ( 4,037 ) ( 0.4 )
Low-income housing credit ( 2,791 ) ( 0.3 )
Nondeductible items 10,107 1.0
Expired capital losses 14,020 1.4
Other, net ( 7,879 ) ( 0.7 )
Changes in valuation allowances ( 10,982 ) ( 1.1 )
State and local income taxes, net of federal effect 34,756 3.5
Changes in unrecognized tax benefits 6,084 0.6
Effective tax rate $ 247,716 25.0 %
The following table presents the required disclosures prior to our adoption of ASU 2023-09 and reconciles the statutory U.S. federal income tax rate to our effective tax rate for continuing operations for the years ended December 31, 2024 and 2023:
Years ended December 31, 2024 2023
Statutory rate 21.0 % 21.0 %
State tax, net of federal benefit 2.3 3.8
Business credits ( 2.0 ) ( 1.3 )
Other, net 2.5 1.8
Effective tax rate 23.8 % 25.3 %
The effective tax rate varies from the statutory U.S. federal rate of 21 percent primarily due to the impact of state taxes, net of federal benefit, for the year ended December 31, 2025 and due to business tax credits and the impact of state taxes, net of federal benefit, for the years ended December 31, 2024 and 2023. For the year ended December 31, 2025, California, New York, New Jersey, Illinois, and Delaware comprised the majority of the domestic, state, and local income taxes, net of federal effect category. For the year ended December 31, 2024, New York, New Jersey, Delaware, California, and Illinois comprised the majority of the domestic, state, and local income taxes, net of federal effect category. For the year ended December 31, 2023, New Jersey, New York, Delaware, Illinois, California, and Massachusetts comprised the majority of the domestic, state, and local income taxes, net of federal effect category.
2025 Form 10-K — SLM CORPORATION F-75
20. Income Taxes (Continued)
Income tax expense consists of:
As of December 31,
(dollars in thousands) 2025 2024 2023
Current provision (benefit):
U.S. Federal $ 149,056 $ 181,132 $ 175,977
U.S. State 48,344 43,506 44,152
Total current provision (benefit) 197,400 224,638 220,129
Deferred provision (benefit):
U.S. Federal 47,181 ( 19,032 ) ( 20,687 )
U.S. State 3,135 ( 15,295 ) ( 2,537 )
Total deferred provision (benefit) 50,316 ( 34,327 ) ( 23,224 )
Provision for income tax expense $ 247,716 $ 190,311 $ 196,905
The tax effect of temporary differences that give rise to deferred tax assets and liabilities is summarized below.
As of December 31,
(dollars in thousands) 2025 2024
Deferred tax assets:
Loan reserves $ 381,894 $ 376,029
Net unrealized losses 13,446 21,209
Accrued expenses not currently deductible 18,384 19,841
Unrecorded tax benefits 13,574 12,008
Research and development costs — 38,119
Stock-based compensation plans 12,508 12,885
Acquired intangible assets 14,173 16,394
Other 1,129 1,785
Total deferred tax assets 455,108 498,270
Deferred tax liabilities:
Student loan premiums and discounts, net 25,303 22,873
Fixed assets 9,806 7,708
Federal deferred for state receivable 1,344 1,908
Research and development costs 5,972 —
Other 3,821 402
Total deferred tax liabilities 46,246 32,891
Net deferred tax assets $ 408,862 $ 465,379
Included in operating loss carryovers are state net operating losses of $ 179 million and $ 234 million as of December 31, 2025 and 2024, respectively. The Company has recorded a valuation allowance against these net operating losses of $ 179 million and $ 234 million, respectively. Also included in operating loss carryovers is a capital loss of $ 12 million and $ 23 million as of December 31, 2025 and 2024, respectively. The Company has recorded a full valuation allowance against this capital loss. The valuation allowance is primarily attributable to deferred tax assets for state net operating losses and capital losses that management believes are more likely than not to expire prior to being realized. There is no valuation allowance included in net unrealized losses as of December 31, 2025. There is a valuation allowance of $ 5 million included in net unrealized losses as of December 31, 2024.
The ultimate realization of the deferred tax assets is dependent upon the generation of future taxable income of the appropriate character (i.e., capital or ordinary) during the period in which the temporary differences become deductible. Management considers, among other things, the scheduled reversals of deferred tax liabilities and the history of positive taxable income in evaluating the realizability of the deferred tax assets. Management believes that it is more likely than not that the results of future operations will generate sufficient taxable income to realize our deferred tax assets (other than state net operating loss and capital loss carryovers as outlined above).
F- 76 SLM CORPORATION — 2025 Form 10-K
20. Income Taxes (Continued)
As of December 31, 2025, the state net operating loss carryforwards will begin to expire in 2030 and the capital losses began to expire in 2025.
Accounting for Uncertainty in Income Taxes
The following table summarizes changes in unrecognized tax benefits:
As of December 31,
(dollars in thousands) 2025 2024 2023
Unrecognized tax benefits at beginning of year $ 48,407 $ 68,123 $ 79,366
Increases resulting from tax positions taken during a prior period 816 1,232 1,204
Decreases resulting from tax positions taken during a prior period ( 1 ) ( 1,890 ) ( 250 )
Increases resulting from tax positions taken during the current period 3,203 3,218 2,711
Decreases related to settlements with taxing authorities — ( 18,349 ) ( 10,089 )
Reductions related to the lapse of statute of limitations ( 1,832 ) ( 3,927 ) ( 4,819 )
Unrecognized tax benefits at end of year $ 50,593 $ 48,407 $ 68,123
As of December 31, 2025, the gross unrecognized tax benefits are $ 51 million. Included in the $ 51 million are $ 41 million of unrecognized tax benefits that, if recognized, would favorably impact the effective tax rate.
Tax-related interest and penalty expense is reported as a component of income tax expense. As of December 31, 2025, 2024, and 2023, the total amount of income tax-related accrued interest and penalties, net of related benefit, recognized in the consolidated balance sheets was $ 15 million, $ 11 million, and $ 8 million, respectively.
For the years ended December 31, 2025, 2024, and 2023, the total amount of income tax-related accrued interest, net of related tax benefit, recognized in the consolidated statements of income was $ 4 million, $ 3 million, and $ 2 million, respectively.
The Company or one of its subsidiaries files income tax returns at the U.S. federal level and in most U.S. states. U.S. federal income tax returns filed for years 2021 and prior are no longer subject to examination. Various combinations of subsidiaries, tax years, and jurisdictions remain open for review, subject to statute of limitations periods (typically three to four prior years). We do not expect the resolution of open audits to have a material impact on our unrecognized tax benefits.
Cash Taxes Paid
We adopted ASU 2023-09 on a prospective basis for the year ended December 31, 2025 and have included the following table as a result of our adoption, which presents income taxes paid (net of refunds received) for the year ended December 31, 2025:
Year ended December 31,
(dollars in thousands) 2025
Income taxes paid (net of refunds received):
U.S. federal $ 129,000
U.S. state and local:
California 9,400
Other 28,803
Total U.S. state and local 38,203
Total income taxes paid (net of refunds received) $ 167,203
2025 Form 10-K — SLM CORPORATION F-77
20. Income Taxes (Continued)
Below is a summary of income taxes paid for the years ended December 31, 2024 and 2023:
Years ended December 31,
(dollars in thousands) 2024 2023
Cash disbursement made for:
Income taxes paid $ 243,341 $ 191,690
Income taxes refunded ( 1,395 ) ( 8,201 )
21. Concentrations of Risk
Our business is primarily focused on helping students and their families save, plan, and pay for college. We primarily originate, service, and/or collect loans made to students and their families to finance the cost of their education. We provide funding, delivery, and servicing support for education loans in the United States through our Private Education Loan program. Because of this concentration in one industry, we are exposed to a number of risks, including, but not limited to, credit, legislative/political/reputational, operational, regulatory, liquidity, capital, and interest rate risks associated with the student loan industry.
Concentration Risk in the Revenues Associated with Private Education Loans
We compete in the Private Education Loan market with banks and other consumer lending institutions, some with strong consumer brand name recognition and greater financial resources. We compete based on our products, origination capability, and customer service. To the extent our competitors compete aggressively or more effectively, we could lose market share to them or subject our existing loans to refinancing risk. Our product offerings may not prove to be profitable and may result in higher-than-expected losses.
We are a leading provider of saving- and paying-for-college products and programs. This concentration gives us a competitive advantage in the marketplace. This concentration also creates risks in our business, particularly in light of our concentration as a Private Education Loan lender. If population demographics result in a decrease in college-age individuals, if demand for higher education decreases, if the cost of attendance of higher education decreases, if consumers increase their targeted savings for higher education, if public resistance to higher education costs strengthens, if certain proposals for new federal and state spending on education gain broader appeal or momentum, or if the demand for higher education loans decreases, our consumer lending business could be negatively affected. In addition, the federal government, through the Federal Direct Student Loan Program (the “DSLP”), poses significant competition to our private credit loan products. If loan limits under the DSLP increase, DSLP loans could be more widely available to students and their families and DSLP loans could increase, resulting in further decreases in the size of the Private Education Loan market and demand for our Private Education Loan products. Also, competition from banks and other consumer lenders, some of whom may have a greater level of diversification in their mix of assets or may have lower return hurdles, could lead to decreases in demand for our Private Education Loan products.
Concentration Risk Associated with Deposit Products
Our ability to achieve our business goals, including funding our Private Education Loans, is heavily reliant on our ability to obtain deposits. We expect to compete for deposits 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. Additionally, competition has increased from institutions not subject to the same regulatory restrictions as domestic banks and bank holding companies, including financial technology (“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.
At December 31, 2025, our brokered deposits represented 41.7 percent of our total deposits. Brokered deposits may be more price sensitive than other types of deposits and may become less available if alternative investments offer higher returns. In addition, our ability to maintain existing balances of all deposit types or obtain additional deposits of any type may be affected by factors, including those beyond our control, such as a rising stock market, more attractive returns on alternative investments, perceptions about our existing and future financial strength, quality of deposit servicing or online banking generally, changes in monetary or fiscal policies that influence deposit or other rates, general economic conditions, including high unemployment and decreased savings rates, and adverse developments in the financial services industry generally. Also, our ability to maintain our current level of deposits or grow our deposit base could be affected by regulatory restrictions, including the possible imposition by our regulators of prior approval requirements or restrictions on our offered rates, brokered deposit growth, or other areas.
F- 78 SLM CORPORATION — 2025 Form 10-K
22. Parent Only Statements
The following parent company-only financial information should be read in conjunction with the other notes to the consolidated financial statements. The accounting policies for the parent company-only financial statements are the same as those used in the presentation of the consolidated financial statements, except that the parent company-only financial statements account for the parent company’s investments in its subsidiaries under the equity method.
Parent Only Condensed Balance Sheets
At December 31, (dollars in thousands, except share and per share amounts) 2025 2024
Assets
Cash and cash equivalents $ 466,791 $ 391,481
Total investments in subsidiaries (primarily Sallie Mae Bank) 2,972,025 2,773,211
Due from subsidiaries, net 84,306 43,556
Other assets 3,101 2,165
Total assets $ 3,526,223 $ 3,210,413
Liabilities and Equity
Liabilities
Short-term borrowings $ 498,415 $ —
Long-term borrowings 493,415 995,420
Income taxes payable, net 29,393 22,440
Other liabilities 53,642 32,633
Total liabilities 1,074,865 1,050,493
Equity
Preferred stock, par value $ 0.20 per share, 20 million shares authorized:
Series B: 2.5 million and 2.5 million shares issued, respectively, at stated value of $ 100 per share
251,070 251,070
Common stock, par value $ 0.20 per share, 1.125 billion shares authorized: 443.2 million and 440.6 million shares issued, respectively
88,650 88,121
Additional paid-in capital 1,240,250 1,193,753
Accumulated other comprehensive loss (net of tax benefit of $( 13,446 ) and $( 21,209 ), respectively)
( 40,128 ) ( 65,861 )
Retained earnings 4,734,313 4,114,446
Total SLM Corporation stockholders’ equity before treasury stock 6,274,155 5,581,529
Less: Common stock held in treasury at cost: 244.0 million and 230.2 million shares, respectively
( 3,822,797 ) ( 3,421,609 )
Total equity 2,451,358 2,159,920
Total liabilities and equity $ 3,526,223 $ 3,210,413
2025 Form 10-K — SLM CORPORATION F-79
22. Parent Only Statements (Continued)
Parent Only Condensed Statements of Income
Years ended December 31, (dollars in thousands) 2025 2024 2023
Interest income $ 13,176 $ 11,660 $ 9,334
Interest expense 51,809 39,855 39,850
Net interest loss ( 38,633 ) ( 28,195 ) ( 30,516 )
Non-interest income (loss) ( 827 ) 114 ( 2,701 )
Non-interest expenses 74,648 62,696 61,958
Loss before income tax expense (benefit) and equity in net income from subsidiaries ( 114,108 ) ( 90,777 ) ( 95,175 )
Income tax expense (benefit) 3,453 ( 7,117 ) ( 6,942 )
Equity in net income from subsidiaries (primarily Sallie Mae Bank) 862,408 691,985 669,624
Net income 744,847 608,325 581,391
Preferred stock dividends 15,725 18,296 17,705
Net income attributable to SLM Corporation common stock $ 729,122 $ 590,029 $ 563,686
F- 80 SLM CORPORATION — 2025 Form 10-K
22. Parent Only Statements (Continued)
Parent Only Condensed Statement of Cash Flows
Years ended December 31, (dollars in thousands) 2025 2024 2023
Cash flows from operating activities:
Net income $ 744,847 $ 608,325 $ 581,391
Adjustments to reconcile net income to net cash provided by operating activities:
Undistributed earnings of subsidiaries ( 862,408 ) ( 691,985 ) ( 669,624 )
Dividends received from Sallie Mae Bank 700,000 569,500 550,000
Reduction of tax indemnification receivable — — 2,816
Amortization of issuance costs for Unsecured Borrowings 2,761 2,647 2,643
Amortization of discount on Unsecured Borrowings 778 573 571
Loss on early extinguishment of Unsecured Borrowings 929 — —
Acquisition related costs — — 952
Decrease in investment in subsidiaries, net 29,886 27,350 35,654
(Increase) decrease in due from subsidiaries, net ( 40,750 ) 20,123 36,864
Increase in other assets ( 28,191 ) ( 14,265 ) ( 13,422 )
Increase (decrease) in income taxes payable, net 6,953 ( 4,261 ) 490
Increase (decrease) in other liabilities 20,714 1,053 ( 3,442 )
Total adjustments ( 169,328 ) ( 89,265 ) ( 56,498 )
Net cash provided by operating activities 575,519 519,060 524,893
Cash flows from investing activities:
Purchase of subsidiary, net of cash acquired — — ( 14,654 )
Net cash used in investing activities — — ( 14,654 )
Cash flows from financing activities:
Issuance costs for Unsecured Borrowings ( 1,942 ) — —
Unsecured Borrowings - issued, net of discount and underwriting fees 493,885 — —
Unsecured Borrowings - repaid ( 500,000 ) — —
Common stock dividends paid ( 107,691 ) ( 99,172 ) ( 101,233 )
Preferred stock dividends paid ( 15,725 ) ( 18,296 ) ( 17,705 )
Common stock repurchased ( 368,736 ) ( 247,968 ) ( 350,264 )
Net cash used in financing activities ( 500,209 ) ( 365,436 ) ( 469,202 )
Net increase in cash and cash equivalents 75,310 153,624 41,037
Cash and cash equivalents at beginning of year 391,481 237,857 196,820
Cash and cash equivalents at end of year $ 466,791 $ 391,481 $ 237,857
2025 Form 10-K — SLM CORPORATION F-81
23. Segment Reporting
The Company is managed as a single line of business with a single reportable segment originating and servicing high-quality Private Education Loans and providing other education-related services to customers. Our consolidated financial results are regularly reviewed by the Company’s Chief Executive Officer (the “CEO”) to allocate resources and evaluate financial performance.
The CEO evaluates the performance of the Company and decides how to allocate resources based on net income and total consolidated assets. The CEO uses net income to assess financial performance and to decide whether to re-invest profits into the Company or to return capital to stockholders in the form of dividends or the repurchase of common stock. Net income is also used to compare budget versus actual results, and the budget versus actual analysis is part of the segment financial performance review.
The following table illustrates the significant expense categories and amounts regularly provided to the CEO.
Years Ended December 31,
(dollars in thousands) 2025 2024 2023
Non-interest expenses:
Compensation and benefits $ 345,814 $ 349,387 $ 326,554
Professional fees 148,161 129,472 145,062
Technology expenses 76,058 57,431 54,942
FDIC assessment fees 34,291 51,606 45,766
Other operating expenses 51,261 48,674 46,882
Total operating expenses 655,585 636,570 619,206
Acquired intangible assets impairment and amortization expense 3,558 5,329 66,364
Total non-interest expenses $ 659,143 $ 641,899 $ 685,570
24. Subsequent Events
2026 Loan Sales
On January 28, 2026, we sold approximately $ 1.29 billion of our Private Education Loans to the Strategic Partner, including $ 1.26 billion in principal, $ 28 million in capitalized interest and $ 2 million in accrued interest. The loan sale included the loans that were classified as held for sale as of December 31, 2025, which consisted of newly originated loans that were not fully-disbursed. Some of these loans had disbursements between December 31, 2025 and the date of the loan sale, resulting in the amount sold being larger than the $ 933 million of loans held for sale in the consolidated balance sheets.
As the loan sale included newly originated loans that were not fully-disbursed, the resulting gain on sale expressed as a percentage was in the low single-digits. The gain will be recognized in the first-quarter 2026 consolidated statements of income. The transaction qualified for sale treatment and removed the balance of the loans from our balance sheet on the settlement date. We will continue to service these loans and provide loan program management pursuant to the terms of the applicable transaction documents.
F- 82 SLM CORPORATION — 2025 Form 10-K