What changed in this filing

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Item 5. Market for Registrant’s Common Equity

2025-02-20 compared with 2024-02-22 · 22 added, 73 removed, 36 unchanged (73% of the section changed)

Market for Registrant’s Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity Securities

Our common stock is listed and has traded on the NASDAQ Global Select Market (“Nasdaq”) under the symbol SLM since December 12, 2011.

As of January 31, 2024, there were 220,349,715 shares of our common stock outstanding and 246 holders of record.

We paid quarterly cash dividends on our common stock of $0.11 per share for each quarter of 2023 and 2022.

Our common stock is listed and trades on the NASDAQ Global Select Market (“Nasdaq”) under the symbol SLM.

As of January 31, 2025, there were 210,423,462 shares of our common stock outstanding and approximately 239 holders of record.

We paid quarterly cash dividends on our common stock of $0.11 per share for the first, second, and third quarters of 2024, respectively, and $0.13 per share for the fourth quarter of 2024.

We paid quarterly cash dividends on our common stock of $0.11 per share for each quarter of 2023 and 2022.

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.

“Risk Factors — GENERAL RISKS” for possible limitations on the payments of our dividends.

The information contained in the definitive proxy statement on Schedule 14A for our 2025 annual meeting of shareholders (the “2025 Proxy Statement”), including information appearing in the section titled “Equity Plan Compensation Information”, is incorporated herein by reference.

Issuer Purchases of Equity Securities

The following table provides information relating to our purchase of shares of our common stock in the three months ended December 31, 2024.

(In thousands,

(Dollars in thousands,

except per share data) Total Number

16 unchanged sentences

(i) shares purchased under the stock repurchase programs discussed herein, and (ii) 23,564 shares of our common stock tendered to us to satisfy the exercise price in connection with cashless exercises of stock options, and tax withholding obligations in connection with exercises of stock options and vesting of restricted stock, restricted stock units, and performance stock units.

(2)In the first quarter of 2022, we utilized all capacity then remaining under the 2021 Share Repurchase Program.

(2) As of December 31, 2024, we had $402 million of capacity remaining under the 2024 Share Repurchase Program.

The 2024 Share Repurchase Program was announced on January 24, 2024, with an effective date of January 26, 2024, and expires on February 6, 2026.

See Notes to Consolidated Financial Statements, Note 12, “Stockholders’ Equity” in this Form 10-K for further discussion.

(3) In the fourth quarter of 2024, we repurchased 2.0 million common shares under our 10b5-1 trading plans.

See Note 14, “Stockholders’ Equity” to our consolidated financial statements in this Form 10-K for further discussion.

The closing price of our common stock on Nasdaq on December 29, 2023 was $19.12.

The 2019 Share Repurchase Program expired on January 22, 2021 and permitted us to repurchase from time to time shares of our common stock up to an aggregate repurchase price not to exceed $200 million.

We utilized all capacity under the 2019 Share Repurchase Program, having repurchased 3 million shares of common stock for $33 million in the year ended December 31, 2020.

The 2020 Share Repurchase Program expired on January 21, 2022 and permitted us to repurchase shares of common stock from time to time up to an aggregate repurchase price not to exceed $600 million.

Under the authority of the 2020 Share Repurchase Program, on March 10, 2020, we entered into an ASR with a third-party financial institution under which we paid $525 million for an upfront delivery of our common stock and a forward agreement.

On March 11, 2020, the third-party financial institution delivered to us approximately 44.9 million shares.

The final total actual number of shares of common stock delivered to us pursuant to the forward agreement was based generally upon a volume-weighted average price at which the shares of our common stock traded during the regular trading sessions on Nasdaq during the term of the ASR.

The transactions were accounted for as equity transactions and were included in treasury stock when the shares were received, at which time there was an immediate reduction in the weighted average common shares calculation for basic and diluted earnings per share.

See Notes to Consolidated Financial Statements, Note 12, “Stockholders’ Equity” in this Form 10-K for further discussion.

2024 Form 10-K — SLM CORPORATION 42

On January 26, 2021, we completed the ASR and upon final settlement on January 28, 2021, we received an additional 13 million shares.

In total, we repurchased 58 million shares under the ASR at an average price per share of $9.01.

Under the 2020 Share Repurchase Program, we also repurchased an additional 4 million shares of common stock for $75 million in the three months ended March 31, 2021.

We have utilized all capacity under the 2020 Share Repurchase Program.

On January 27, 2021, we announced the 2021 Share Repurchase Program, which was effective upon announcement and expired on January 26, 2023, and originally permitted us to repurchase shares of our common stock from time to time up to an aggregate repurchase price not to exceed $1.25 billion.

In October 2021, our Board of Directors approved a $250 million increase in the amount of common stock that could be repurchased under our 2021 Share Repurchase Program, which expired on January 26, 2023.

This was in addition to the original $1.25 billion of authorization announced on January 27, 2021, for a total 2021 Share Repurchase Program authorization of $1.5 billion.

Of the total $1.5 billion 2021 Share Repurchase Program authorization, we repurchased 81.1 million shares of common stock at an average price per share of $18.07, for $1.46 billion in the year ended December 31, 2021.

(Those amounts include the shares repurchased under the Tender Offer described below.) We also repurchased 2.0 million shares of common stock under the 2021 Share Repurchase Program for $38 million in the three months ended March 31, 2022.

We have utilized all capacity under the 2021 Share Repurchase Program.

On January 26, 2022, we announced the 2022 Share Repurchase Program, which was effective upon announcement and expired on January 25, 2024, and permitted us to repurchase shares of our common stock from time to time up to an aggregate repurchase price not to exceed $1.25 billion.

Under the 2022 Share Repurchase Program, we repurchased 22.3 million shares of common stock at an average price per share of $15.64, for $349 million in the year ended December 31, 2023, and we repurchased 38.2 million shares of common stock at an average price per share of $17.52, for $669 million in the year ended December 31, 2022.

There was $236 million of capacity remaining under the 2022 Share Repurchase Program at December 31, 2023.

Any capacity remaining unused under the 2022 Share Repurchase Program on January 25, 2024 expired on that date pursuant to the terms of the 2022 Share Repurchase Program.

On January 24, 2024, we announced the 2024 Share Repurchase Program, which became effective on January 26, 2024 and expires on February 6, 2026, and permits us to repurchase shares of our common stock from time to time up to an aggregate repurchase price not to exceed $650 million.

Under the 2024 Share Repurchase Program, repurchases may 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 will be subject to market conditions, and there can be no guarantee that the Company will repurchase up to the limit of the 2024 Share Repurchase Program or at all.

Common Stock Tender Offer

On February 2, 2021, under the auspices of the 2021 Share Repurchase Program, we announced the commencement of the Tender Offer to purchase up to $1 billion in aggregate purchase price of our outstanding shares of common stock, par value $0.20 per share.

Pursuant to the Tender Offer, we repurchased 28.5 million shares at a price of $16.50 per share.

The purchase of shares settled on March 16, 2021, for an aggregate cost of approximately $472 million, including fees and expenses related to the Tender Offer.

We cancelled the 28.5 million shares purchased in connection with the Tender Offer.

This cancellation decreased the balances of common stock by $6 million and of additional paid-in capital by $466 million, respectively.

Share Repurchases under our Rule 10b5-1 Trading Plans

During the years ended December 31, 2023, 2022, and 2021, we repurchased 22 million, 40 million, and 57 million shares, respectively, of our common stock at a total cost of $349 million, $708 million, and $1.1 billion, respectively, under Rule 10b5-1 trading plans authorized under our share repurchase programs.

In addition to any repurchases that we may make under the share repurchase programs, we expect to repurchase common stock acquired as a result of taxes withheld in connection with award exercises and vesting under our employee stock-based compensation plans.

44 SLM CORPORATION — 2023 Form 10-K

The closing price of our common stock on Nasdaq on December 31, 2024 was $27.58.

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”).

The program expires in February 2026.

We had $402 million of capacity remaining under the 2024 Share Repurchase Program as of December 31, 2024.

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 2024 Share Repurchase Program.

Stock Performance

6 unchanged sentences

S&P 400 Regional Bank Sub-Industry Index 100.0 91.4 129.5 124.1 123.0 143.9

Bloomberg Total Return Analysis

FactSet data and analytics

2024 Form 10-K — SLM CORPORATION 43

Selected Financial Data.

The following table sets forth our selected financial and other operating information.

The selected financial data in the table is derived from our consolidated financial statements.

The data should be read in conjunction with the consolidated financial statements, related notes, and Item 7.

“Management’s Discussion and Analysis of Financial Condition and Results of Operations.”

Years Ended December 31,

(dollars in millions, except per share amounts) 2023 2022 2021 2020 2019

Operating Data:

Net interest income $ 1,562 $ 1,489 $ 1,395 $ 1,480 $ 1,623

Non-interest income 247 335 632 331 49

Total revenue 1,809 1,824 2,027 1,811 1,672

Net income $ 581 $ 469 $ 1,161 $ 881 $ 578

Basic earnings per common share $ 2.44 $ 1.78 $ 3.67 $ 2.27 $ 1.31

Diluted earnings per common share $ 2.41 $ 1.76 $ 3.61 $ 2.25 $ 1.30

Dividends per common share (1)

$ 0.44 $ 0.44 $ 0.20 $ 0.12 $ 0.12

Return on common stockholders’ equity 36 % 25 % 54 % 45 % 21 %

Net interest margin 5.50 5.31 4.81 4.81 5.76

Return on assets 2.03 1.64 3.92 2.84 1.96

Dividend payout ratio 18 25 6 5 9

Average equity/average assets 6.37 7.19 8.09 7.23 10.56

Balance Sheet Data:

Total education loans held for investment portfolio, net $ 20,306 $ 19,627 $ 20,318 $ 19,172 $ 23,680

Total assets 29,169 28,811 29,222 30,770 32,686

Total deposits 21,653 21,448 20,828 22,666 24,284

Total borrowings 5,228 5,235 5,931 5,189 4,643

Total SLM Corporation stockholders’ equity 1,881 1,727 2,150 2,563 3,312

Book value per common share 7.40 6.13 6.81 6.16 6.91

(1) 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.

46 SLM CORPORATION — 2023 Form 10-K

2024 Form 10-K — SLM CORPORATION 44

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

What changed 10-K

Item 5. Market for Registrant’s Common Equity