SLM Corp 10-K

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, 2024. Based on this evaluation, our principal executive officer and principal financial officer concluded that, as of December 31, 2024, 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, 2024. 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, 2024, 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, 2024 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 2024, 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. 2024 Form 10-K — SLM CORPORATION 89 PART III. Item 10. Directors, Executive Officers and Corporate Governance The information contained in the 2025 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 2025 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 2025 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 2025 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 2025 Proxy Statement, including information appearing under “Independent Registered Public Accounting Firm”, is incorporated herein by reference. 2024 Form 10-K — SLM CORPORATION 90 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 4 and 202 3 F- 7 Consolidated Statements of Income for the years ended December 31, 202 4 , 202 3 , and 202 2 F- 8 Consolidated Statements of Comprehensive Income for the years ended December 31, 202 4 , 202 3 , and 202 2 F- 9 Consolidated Statements of Changes in Equity for the years ended December 31, 202 4 , 202 3 , and 202 2 F- 10 Consolidated Statements of Cash Flows for the years ended December 31, 202 4 , 202 3 , and 202 2 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. 2024 Form 10-K — SLM CORPORATION 91 (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 First Supplemental Indenture dated as of April 5, 2017 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 April 5, 2017). 4.3 Second Supplemental Indenture dated as of October 29, 2020 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 October 29, 2020). 4.4 Form of Senior Note due 2025 (incorporated by reference to Exhibit 4.2 of the Company’s Current Report on Form 8-K filed on October 29, 2020). 4.5 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). 4.6 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). 4.7 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). 4.8 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). 4.9 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). 4.10 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† SLM Corporation Executive Severance Plan for Senior Officers, including amendments as of June 25, 2015 (incorporated by reference to Exhibit 10.6 of the Company’s Annual Report on Form 10-K filed on February 26, 2016). 10.2† SLM Corporation Change in Control Severance Plan for Senior Officers, including amendments as of June 25, 2015 (incorporated by reference to Exhibit 10.7 of the Company’s Annual Report on Form 10-K filed on February 26, 2016). 10.3† Form of Director’s Indemnification Agreement (incorporated by reference to Exhibit 10.24 of the Company’s Annual Report on Form 10-K filed on February 27, 2012). 10.4† 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). 10.5† 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). 10.6† 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). 10.7† 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). 10.8† 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). 2024 Form 10-K — SLM CORPORATION 92 10.9† Amended and Restated SLM Corporation Incentive Plan (incorporated by reference to Exhibit 10.24 of the Company’s Current Report on Form 8-K (file no. 001-13251) filed on May 25, 2005). 10.10† Director’s Stock Plan (incorporated by reference to Exhibit 10.25 of the Company’s Current Report on Form 8-K (file no. 001-13251) filed on May 25, 2005). 10.11† SLM Corporation Directors Equity Plan (incorporated by reference to Exhibit 10.1 of the Company’s Registration Statement on Form S-8 (File No. 333-159447) filed on May 22, 2009). 10.12† SLM Corporation 2009-2012 Incentive Plan (incorporated by reference to Exhibit 10.2 of the Company’s Registration Statement on Form S-8 (File No. 333-159447) filed on May 22, 2009). 10.13† 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). 10.14† 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). 10.15† 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). 10.16† 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). 10.17† 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). 10.18 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). 10.19 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). 10.20† Form of SLM Corporation 2012 Omnibus Incentive Plan, 2019 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 17, 2019). 10.21† Form of SLM Corporation 2012 Omnibus Incentive Plan, 2019 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 17, 2019). 10.22† Form of SLM Corporation 2012 Omnibus Incentive Plan, Bonus Restricted Stock Unit Term Sheet (Three-Year Restriction), 2018 Management Incentive Plan Award (incorporated by reference to Exhibit 10.3 of the Company’s Quarterly Report on Form 10-Q filed on April 17, 2019). 10.23† Form of SLM Corporation 2012 Omnibus Incentive Plan, 2020 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 22, 2020). 10.24† Form of SLM Corporation 2012 Omnibus Incentive Plan, 2020 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 22, 2020). 10.25† 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). 10.26 Fixed Dollar Uncollared ASR Master Confirmation and Form of Supplement (incorporated by reference to Exhibit 10.4 of the Company’s Quarterly Report on Form 10-Q filed on April 22, 2020). 10.27† Separation Agreement between Raymond J. Quinlan and the Company effective April 19, 2020 (incorporated by reference to Exhibit 10.2 of the Company’s Quarterly Report on Form 10-Q filed on July 22, 2020). 10.28† Jonathan W. Witter Sign-On Equity Grant - 2020 Restricted Stock Unit Term Sheet (incorporated by reference to Exhibit 10.3 of the Company’s Quarterly Report on Form 10-Q filed on July 22, 2020). 10.29† 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). 10.30† Separation Agreement between Paul Thome and the Company effective August 10, 2020 (incorporated by reference to Exhibit 10.1 of the Company’s Quarterly Report on Form 10-Q filed on October 21, 2020). 10.31† Form of SLM Corporation 2012 Omnibus Incentive Plan, 2021 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 21, 2021). 10.32† Form of SLM Corporation 2012 Omnibus Incentive Plan, 2021 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 21, 2021). 2024 Form 10-K — SLM CORPORATION 93 10.33† 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). 10.34† Form of SLM Corporation 2012 Omnibus Incentive Plan, Independent Director Restricted Stock Agreement - 2021 (incorporated by reference to Exhibit 10.1 of the Company’s Quarterly Report on Form 10-Q filed on July 21, 2021). 10.35† 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). 10.36† 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). 10.37† 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). 10.38† Form of SLM Corporation 2021 Omnibus Incentive Plan, Independent Director Restricted Stock Agreement – 2022 (incorporated by reference to Exhibit 10.1 of the Company’s Quarterly Report on Form 10-Q filed on July 27, 2022). 10.39† 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). 10.40† SLM Corporation Amended and Restated Executive Severance Plan for Senior Officers (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed on February 21, 2023). 10.41† 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). 10.42† 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). 10.43† 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). 10.44† 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). 10.45† Form of SLM Corporation 2021 Omnibus Incentive Plan, Independent Director Restricted Stock Agreement – 2023 (incorporated by reference to Exhibit 10.1 of the Company’s Quarterly Report on Form 10-Q filed on July 26, 2023). 10.46† 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). 10.47† 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). 10.48† 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). 10.49† 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 2 6 , 2024). 10.50† 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 2 6 , 2024). 10.51† 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 2 6 , 2024) 19.1* Securities Trading Policy. 21.1* List of Subsidiaries. 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. 2024 Form 10-K — SLM CORPORATION 94 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 2024 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 20, 2025 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 20, 2025 /S/ PETER M. GRAHAM Peter M. Graham Executive Vice President, Chief Financial Officer and Treasurer (Principal Financial and Accounting Officer) February 20, 2025 /S/ MARY CARTER WARREN FRANKE Mary Carter Warren Franke Chair of the Board of Directors February 20, 2025 /S/ JANAKI AKELLA Janaki Akella Director February 20, 2025 /S/ R. SCOTT BLACKLEY R. Scott Blackley Director February 20, 2025 /S/ HENRY F. GREIG Henry F. Greig Director February 20, 2025 /S/ MARK L. LAVELLE Mark L. Lavelle Director February 20, 2025 /S/ CHRISTOPHER T. LEECH Christopher T. Leech Director February 20, 2025 /S/ TED MANVITZ Ted Manvitz Director February 20, 2025 /S/ JIM MATHESON Jim Matheson Director February 20, 2025 2024 Form 10-K — SLM CORPORATION 96 /S/ VIVIAN C. SCHNECK-LAST Vivian C. Schneck-Last Director February 20, 2025 /S/ ROBERT S. STRONG Robert S. Strong Director February 20, 2025 /S/ KIRSTEN O. WOLBERG Kirsten O. Wolberg Director February 20, 2025 2024 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 2024 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, 2024 and 2023, 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, 2024, 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, 2024 and 2023, and the results of its operations and its cash flows for each of the years in the three-year period ended December 31, 2024, 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, 2024, 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 20, 2025 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 Credit Losses related to Private Education Loans Evaluated on a Collective Basis As discussed in Notes 2 and 6 to the consolidated financial statements, the Company’s total allowance for credit losses on private education loans evaluated on a collective basis (the Collective ACL) was $1,436 million as of December 31, 2024. For all loans carried at amortized cost, upon loan origination, the Company F- 2 SLM CORPORATION — 2024 Form 10-K is required to measure the allowance for credit 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 credit 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 credit 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 ACL, which could result in management overlays. We identified the assessment of the Collective ACL 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 ACL 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 ACL estimate, including controls over the: • Collective ACL methodology • development of the statistical loan-level models used to estimate future defaults and prepayment speeds • performance monitoring of the statistical loan-level models • determination and measurement of the significant assumptions used in the models • development of certain individual management overlay methods and assumptions • analysis of the Collective ACL results, trends, and ratios. We evaluated the Company’s process to develop the Collective ACL 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 ACL methodology for compliance with U.S. generally accepted accounting principles 2024 Form 10-K — SLM CORPORATION F-3 • evaluating judgments made by the Company relative to the development and performance testing of the statistical loan-level models by comparing them to the relevant Company-specific metrics and trends • 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 ACL 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 ACL 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 20, 2025 F- 4 SLM CORPORATION — 2024 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, 2024, 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, 2024, 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, 2024 and 2023, 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, 2024, and the related notes (collectively, the consolidated financial statements), and our report dated February 20, 2025 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 2024 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 20, 2025 F- 6 SLM CORPORATION — 2024 Form 10-K CONSOLIDATED BALANCE SHEETS As of December 31, (dollars in thousands, except share and per share amounts) 2024 2023 Assets Cash and cash equivalents $ 4,700,366 $ 4,149,838 Investments: Trading investments at fair value (cost of $ 41,715 and $ 43,412 , respectively) 53,262 54,481 Available-for-sale investments at fair value (cost of $ 2,042,473 and $ 2,563,984 , respectively) 1,933,226 2,411,622 Other investments 112,377 91,567 Total investments 2,098,865 2,557,670 Loans held for investment (net of allowance for losses of $ 1,435,920 and $ 1,339,772 , respectively) 20,902,158 20,306,357 Restricted cash 173,894 149,669 Other interest-earning assets 4,880 9,229 Accrued interest receivable 1,546,590 1,379,904 Premises and equipment, net 119,354 129,501 Goodwill and acquired intangible assets, net 63,532 68,711 Income taxes receivable, net 425,625 366,247 Other assets 36,846 52,342 Total assets $ 30,072,110 $ 29,169,468 Liabilities Deposits $ 21,068,568 $ 21,653,188 Long-term borrowings 6,440,345 5,227,512 Other liabilities 403,277 407,971 Total liabilities 27,912,190 27,288,671 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: 440.6 million and 438.2 million shares issued, respectively 88,121 87,647 Additional paid-in capital 1,193,753 1,148,689 Accumulated other comprehensive loss (net of tax benefit of $( 21,209 ) and $( 24,176 ), respectively) ( 65,861 ) ( 75,104 ) Retained earnings 4,114,446 3,624,859 Total SLM Corporation stockholders’ equity before treasury stock 5,581,529 5,037,161 Less: Common stock held in treasury at cost: 230.2 million and 217.9 million shares, respectively ( 3,421,609 ) ( 3,156,364 ) Total equity 2,159,920 1,880,797 Total liabilities and equity $ 30,072,110 $ 29,169,468 See accompanying notes to consolidated financial statements. 2024 Form 10-K — SLM CORPORATION F-7 CONSOLIDATED STATEMENTS OF INCOME Years ended December 31, (dollars in thousands, except per share amounts) 2024 2023 2022 Interest income: Loans $ 2,314,417 $ 2,327,743 $ 1,914,554 Investments 61,412 50,810 35,304 Cash and cash equivalents 243,217 213,750 81,722 Total interest income 2,619,046 2,592,303 2,031,580 Interest expense: Deposits 881,456 808,065 368,914 Interest expense on short-term borrowings 13,815 13,501 11,956 Interest expense on long-term borrowings 242,993 208,524 161,929 Total interest expense 1,138,264 1,030,090 542,799 Net interest income 1,480,782 1,562,213 1,488,781 Less: provisions for credit losses 408,515 345,463 633,453 Net interest income after provisions for credit losses 1,072,267 1,216,750 855,328 Non-interest income: Gains on sales of loans, net 254,928 160,290 327,750 Gains (losses) on securities, net 467 2,678 ( 60,267 ) Losses on derivatives and hedging activities, net — — ( 5 ) Other income 112,873 84,148 67,160 Total non-interest income 368,268 247,116 334,638 Non-interest expenses: Operating expenses: Compensation and benefits 349,387 326,554 270,354 FDIC assessment fees 51,606 45,766 20,939 Other operating expenses 235,577 246,886 260,169 Total operating expenses 636,570 619,206 551,462 Acquired intangible assets impairment and amortization expense 5,329 66,364 7,779 Total non-interest expenses 641,899 685,570 559,241 Income before income tax expense 798,636 778,296 630,725 Income tax expense 190,311 196,905 161,711 Net income 608,325 581,391 469,014 Preferred stock dividends 18,296 17,705 9,029 Net income attributable to SLM Corporation common stock $ 590,029 $ 563,686 $ 459,985 Basic earnings per common share $ 2.73 $ 2.44 $ 1.78 Average common shares outstanding 216,220 231,411 258,439 Diluted earnings per common share $ 2.68 $ 2.41 $ 1.76 Average common and common equivalent shares outstanding 219,934 234,063 261,503 Declared dividends per common share $ 0.46 $ 0.44 $ 0.44 See accompanying notes to consolidated financial statements. F- 8 SLM CORPORATION — 2024 Form 10-K CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME Years ended December 31, (dollars in thousands) 2024 2023 2022 Net income $ 608,325 $ 581,391 $ 469,014 Other comprehensive income: Unrealized gains (losses) on investments 42,604 59,205 ( 194,157 ) Unrealized gains (losses) on cash flow hedges ( 30,394 ) ( 34,457 ) 93,731 Total unrealized gains (losses) 12,210 24,748 ( 100,426 ) Income tax (expense) benefit ( 2,967 ) ( 5,982 ) 24,453 Other comprehensive income (loss), net of tax (expense) benefit 9,243 18,766 ( 75,973 ) Total comprehensive income $ 617,568 $ 600,157 $ 393,041 See accompanying notes to consolidated financial statements. 2024 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, 2021 2,510,696 432,013,372 ( 153,056,639 ) 278,956,733 $ 251,070 $ 86,403 $ 1,074,384 $ ( 17,897 ) $ 2,817,134 $ ( 2,061,383 ) $ 2,149,711 Net income — — — — — — — — 469,014 — 469,014 Other comprehensive loss, net of tax — — — — — — — ( 75,973 ) — — ( 75,973 ) Total comprehensive income — — — — — — — — — — 393,041 Cash dividends declared: Common stock ($ 0.44 per share) — — — — — — — — ( 112,961 ) — ( 112,961 ) Preferred Stock, Series B ($ 3.60 per share) — — — — — — — — ( 9,029 ) — ( 9,029 ) Issuance of common shares — 3,107,768 3,107,768 — 622 618 — ( 807 ) — 433 Stock-based compensation expense — — — — — — 34,070 — 289 — 34,359 Common stock repurchased — — ( 40,253,548 ) ( 40,253,548 ) — — — — — ( 707,742 ) ( 707,742 ) Shares repurchased related to employee stock-based compensation plans — — ( 1,135,509 ) ( 1,135,509 ) — — — — — ( 20,842 ) ( 20,842 ) 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 See accompanying notes to consolidated financial statements. F- 10 SLM CORPORATION — 2024 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, 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 income, 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. 2024 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, 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. F- 12 SLM CORPORATION — 2024 Form 10-K CONSOLIDATED STATEMENTS OF CASH FLOWS Years Ended December 31, (dollars in thousands) 2024 2023 2022 Operating activities Net income $ 608,325 $ 581,391 $ 469,014 Adjustments to reconcile net income to net cash provided by (used in) operating activities: Provisions for credit losses 408,515 345,463 633,453 Deferred tax provision (benefit) ( 34,327 ) ( 23,224 ) ( 93,670 ) Amortization of brokered deposit placement fee 10,529 11,681 12,904 Amortization of Secured Borrowing Facility upfront fee 2,359 2,869 2,634 Amortization of deferred loan origination costs and loan premium/(discounts), net 12,883 12,583 14,804 Net amortization of discount on investments ( 1,772 ) ( 2,726 ) 103 Reduction of tax indemnification receivable — 2,816 5,231 Depreciation of premises and equipment 17,652 17,811 17,331 Acquired intangible assets impairment and amortization expense 5,329 66,364 7,779 Stock-based compensation expense 39,996 36,380 34,461 Unrealized (gains) losses on derivative and hedging activities, net 65 ( 341 ) 269 Gains on sale of loans, net ( 254,928 ) ( 160,290 ) ( 327,750 ) (Gains) losses on securities, net ( 467 ) ( 2,678 ) 60,267 Acquisition transaction costs, net — 952 2,603 Other adjustments to net income, net 12,563 16,212 14,213 Changes in operating assets and liabilities: Increase in accrued interest receivable ( 1,110,434 ) ( 1,054,071 ) ( 819,958 ) Increase in trading investments — — ( 5,117 ) Increase in non-marketable securities ( 11,336 ) ( 1,256 ) ( 2,050 ) (Increase) decrease in other interest-earning assets 4,349 1,933 ( 1,507 ) Increase in other assets ( 6,531 ) ( 38,902 ) ( 23,472 ) Increase (decrease) in income tax payable, net ( 20,408 ) 36,723 ( 15,063 ) Increase (decrease) in accrued interest payable 3,423 33,480 24,986 Increase (decrease) in other liabilities ( 15,180 ) ( 27,807 ) ( 6,473 ) Total adjustments ( 937,720 ) ( 726,028 ) ( 464,022 ) Total net cash (used in) provided by operating activities ( 329,395 ) ( 144,637 ) 4,992 Investing activities Loans acquired and originated ( 7,064,230 ) ( 6,452,199 ) ( 6,081,389 ) Net proceeds from sales of loans held for investment and loans held for sale 4,246,602 3,198,502 3,459,527 Proceeds from FFELP Loan claim payments 27,579 50,145 33,197 Net decrease in loans held for investment and loans held for sale (other than loans acquired and originated, and loan sales) 2,725,473 3,046,064 3,586,825 Purchases of available-for-sale securities ( 91,881 ) ( 105,970 ) ( 753,129 ) Proceeds from sales and maturities of available-for-sale securities 832,450 265,652 960,015 Purchase of subsidiary, net of cash acquired — ( 14,654 ) ( 127,654 ) Total net cash provided by (used in) investing activities 675,993 ( 12,460 ) 1,077,392 Financing activities Brokered deposit placement fee ( 7,975 ) ( 7,841 ) ( 11,170 ) Net increase in certificates of deposit 88,444 953,412 130,109 Net increase (decrease) in other deposits ( 687,108 ) ( 770,485 ) 570,147 Issuance costs for collateralized borrowings — ( 15 ) ( 40 ) Borrowings collateralized by loans in securitization trusts - issued 2,206,704 1,135,036 572,640 Borrowings collateralized by loans in securitization trusts - repaid ( 1,004,117 ) ( 1,154,269 ) ( 1,278,183 ) Fees paid on Secured Borrowing Facility ( 2,357 ) ( 2,868 ) ( 2,833 ) Issuance costs for unsecured debt offering — — ( 375 ) Preferred stock dividends paid ( 18,296 ) ( 17,705 ) ( 9,029 ) 2024 Form 10-K — SLM CORPORATION F-13 Common stock dividends paid ( 99,172 ) ( 101,233 ) ( 112,961 ) Common stock repurchased ( 247,968 ) ( 350,264 ) ( 713,197 ) Net cash provided by (used in) financing activities 228,155 ( 316,232 ) ( 854,892 ) Net increase (decrease) in cash, cash equivalents and restricted cash 574,753 ( 473,329 ) 227,492 Cash, cash equivalents and restricted cash at beginning of year 4,299,507 4,772,836 4,545,344 Cash, cash equivalents and restricted cash at end of year $ 4,874,260 $ 4,299,507 $ 4,772,836 Cash disbursements made for: Interest $ 1,109,084 $ 963,260 $ 482,974 Income taxes paid $ 243,341 $ 191,690 $ 272,940 Income taxes refunded $ ( 1,395 ) $ ( 8,201 ) $ ( 2,043 ) Reconciliation of the Consolidated Statements of Cash Flows to the Consolidated Balance Sheets: Cash and cash equivalents $ 4,700,366 $ 4,149,838 $ 4,616,117 Restricted cash 173,894 149,669 156,719 Total cash, cash equivalents and restricted cash $ 4,874,260 $ 4,299,507 $ 4,772,836 Supplemental non-cash operating and investing activities: Accrued interest capitalized during the period $ 632,504 $ 632,649 $ 589,725 Trading investments received in consideration for loans sold $ 5,218 $ 5,327 $ 16,477 Available-for-sale investments received in consideration for loans sold $ 210,371 $ 162,256 $ 222,663 See accompanying notes to consolidated financial statements. F- 14 SLM CORPORATION — 2024 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. We consolidate any variable interest entity (“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. 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. 2024 Form 10-K — SLM CORPORATION F-15 2. Significant Accounting Policies (Continued) 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. During the third quarter of 2024, we transferred our FFELP Loan portfolio from loans held for investment to loans held for sale as we planned to sell the portfolio. During the fourth quarter of 2024, we sold our FFELP Loan portfolio to a third party. This transaction qualified for sale treatment and removed the balance of the loans from our balance sheet on the settlement date. 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 the amortized cost basis exceeds fair value is accounted for as a valuation allowance. In addition, 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. 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. F- 16 SLM CORPORATION — 2024 Form 10-K 2. Significant Accounting Policies (Continued) 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 loss model inputs from Moody’s Analytics. Moody’s Analytics provides a range of forecasts for each of these inputs with various likelihoods of occurrence. We determine which forecasts we will include in our estimation of allowance for credit losses and the associated weightings for each of these inputs. At December 31, 2024, December 31, 2023, and December 31, 2022, we used the Baseline (50th percentile likelihood of occurring)/S1 (stronger near-term growth scenario - 10 percent likelihood of occurring)/S3 (unfavorable (or downside) scenario - 10 percent likelihood of occurring) scenarios and weighted them 40 percent, 30 percent, and 30 percent, respectively. Management reviews both the scenarios and their respective weightings each quarter in determining the allowance for credit losses. 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 the loan modification program changes implemented in the fourth quarter of 2023, 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 legal and regulatory requirements on the level of estimated current expected credit losses, the performance of the model over time versus actual losses, and any other operational or regulatory changes that could 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 2024 Form 10-K — SLM CORPORATION F-17 2. Significant Accounting Policies (Continued) 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 the fourth quarter of 2022, we changed our loss model to include forecasts of college graduate unemployment, retail sales, and median family income in determining the adequacy of the allowance for credit losses. Prior to this change, we included forecasts of college graduate unemployment and the Consumer Price Index in our loss forecasting models. In 2023, we experienced slower prepayment rates due to the rising interest rate environment. Historically, when rates rise, loan prepayments decline due to a reduction in consolidation activity of our borrowers to third party lenders, and when rates decline, loan prepayments 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 Moody's Analytics 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 reduce 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. The combined impact upon implementation of these model enhancements and the changes in the related qualitative overlays did not have a material impact on the overall level of our 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. Allowance for Private Education Loan Losses In addition to the key assumptions/estimates described above, some estimates are unique to our Private Education Loan portfolio. Estimates are 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. F- 18 SLM CORPORATION — 2024 Form 10-K 2. Significant Accounting Policies (Continued) 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. This improved our estimate of recovery rates for the year ended December 31, 2023. 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. For December 31, 2022, we used both an estimate of recovery rates from in-house collections as well as expectations of future sales of defaulted loans to estimate the timing and amount of future recoveries on charged-off loans. 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, 2024 and 2023, 26 percent and 25 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 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. 2024 Form 10-K — SLM CORPORATION F-19 2. Significant Accounting Policies (Continued) 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. Allowance for Credit Card Loans At September 30, 2022, we transferred our Credit Card portfolio to loans held for sale as we planned to sell our Credit Card portfolio. At that time, we reversed $ 2.4 million through the provisions for credit losses for the allowance related to these loans. We subsequently sold the Credit Card portfolio to a third party in May 2023. 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 years ended December 31, 2023 and 2022, 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 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 F- 20 SLM CORPORATION — 2024 Form 10-K 2. Significant Accounting Policies (Continued) 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 years ended December 31, 2023 and 2022, as the pro forma impacts were deemed immaterial. Transaction costs associated with the Nitro acquisition were approximately $ 3 million and were expensed as incurred within “Other operating expenses” in the consolidated statements of income for the year ended December 31, 2022. 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 name and trademarks, customer relationships, and developed technology. In the fourth quarter of 2023, we impaired our Nitro trade name and trademarks intangible asset. See Note 8, “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 name and trademarks, developed technology, customer relationships, and partner relationships. See “—Goodwill and Acquired Intangible Assets” in this Note 2 and Note 8, “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 technology, 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 8, “Goodwill and Acquired Intangible Assets” in this Form 10-K for additional details. 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. 2024 Form 10-K — SLM CORPORATION F-21 2. Significant Accounting Policies (Continued) 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 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 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 F- 22 SLM CORPORATION — 2024 Form 10-K 2. Significant Accounting Policies (Continued) 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. For loans 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 December 31, 2024, we had an immaterial amount of loans in nonaccrual status. At December 31, 2023, we also had an immaterial amount of loans in nonaccrual status. 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 9, “Deposits,” and Note 10, “Borrowings” in this Form 10-K for further details of our interest-bearing liabilities. 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 2024 Form 10-K — SLM CORPORATION F-23 2. Significant Accounting Policies (Continued) 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 2024 and 2023, 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. In 2024 and 2023, 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 10, “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 11, “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, 2024, $ 850 million notional of our derivative contracts were cleared on the CME and $ 71 million were cleared on the LCH. The derivative contracts cleared F- 24 SLM CORPORATION — 2024 Form 10-K 2. Significant Accounting Policies (Continued) through the CME and LCH represent 92.3 percent and 7.7 percent, respectively, of our total notional derivative contracts of $ 921 million at December 31, 2024. 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, 2024 was $( 22 ) million and $( 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. On March 12, 2020, FASB issued ASU No. 2020-04, “Reference Rate Reform (“Topic 848”): Facilitation of the Effects of Reference Rate Reform on Financial Reporting.” On January 7, 2021, the FASB issued ASU No. 2021-01, “Reference Rate Reform (“Topic 848”): Scope” that clarified the scope of Topic 848. Topic 848 contains temporary optional expedients and exceptions for applying GAAP to contract modifications, hedging relationships, and other transactions affected by reference rate reform. 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 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. 2024 Form 10-K — SLM CORPORATION F-25 2. Significant Accounting Policies (Continued) 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. 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 November 2023, the FASB issued ASU No. 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures. The ASU improves reportable segment disclosure requirements and requires enhanced disclosures about significant segment expenses. We adopted this amendment as of December 31, 2024, on a retrospective basis. See Note 22, “Segment Reporting” in this Form 10-K for additional details on the impact of adoption of the ASU. Recently Issued Accounting Pronouncements In December 2023, the FASB issued 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 reconciling items where the effect of those reconciling items is equal to or greater than 5 percent of the amount computed by multiplying pretax income/loss by the applicable statutory income tax rate. Additionally, entities are required to disclose the year-to-date amount of income taxes paid (net of refunds received) disaggregated by jurisdiction. The standard is effective for fiscal years beginning after December 15, 2024. We do not expect the impact of this ASU to be material to our consolidated financial statements. 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. 3. Cash and Cash Equivalents 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, 2023, cash and cash equivalents include cash due from the FRB of $ 4.1 billion and cash due from depository institutions of $ 41 million. As of December 31, 2024 and 2023, 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 2024 or 2023, resulting in no interest reported. As of December 31, 2024 and 2023, no funds were on deposit with the FRB under this program. F- 26 SLM CORPORATION — 2024 Form 10-K 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, 2022, we had a $ 5 million investment in a convertible debt security classified as a trading investment. In March 2023, this security, and the related accrued interest, was converted into equity securities classified as investments in non-marketable securities. At December 31, 2024 and 2023, we had $ 53 million and $ 54 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, 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 As of December 31, 2023 (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 $ 468,204 $ — $ 703 $ ( 62,480 ) $ 406,427 Utah Housing Corporation bonds 3,408 — — ( 279 ) 3,129 U.S. government-sponsored enterprises and Treasuries 1,645,609 — — ( 66,870 ) 1,578,739 Other securities 446,763 — 603 ( 24,039 ) 423,327 Total $ 2,563,984 $ — $ 1,306 $ ( 153,668 ) $ 2,411,622 (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-27 SLM CORPORATION — 2022 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 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 2023: Mortgage-backed securities $ ( 531 ) $ 51,391 $ ( 61,949 ) $ 300,318 $ ( 62,480 ) $ 351,709 Utah Housing Corporation bonds — — ( 279 ) 3,129 ( 279 ) 3,129 U.S. government-sponsored enterprises and Treasuries — — ( 66,870 ) 1,578,739 ( 66,870 ) 1,578,739 Other securities ( 2,221 ) 90,725 ( 21,818 ) 241,253 ( 24,039 ) 331,978 Total $ ( 2,752 ) $ 142,116 $ ( 150,916 ) $ 2,123,439 $ ( 153,668 ) $ 2,265,555 At December 31, 2024 and 2023, 236 of 278 and 213 of 248 , 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. F- 28 SLM CORPORATION — 2024 Form 10-K 4. Investments (Continued) As of December 31, 2024, 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, 2024 Year of Maturity (dollars in thousands) Amortized Cost Estimated Fair Value 2025 $ 299,816 $ 298,648 2026 549,175 520,793 2027 99,018 96,303 2038 66 66 2039 551 531 2042 2,112 1,793 2043 3,761 3,299 2044 4,085 3,651 2045 4,518 3,919 2046 6,953 5,965 2047 6,704 5,781 2048 1,702 1,481 2049 14,838 12,842 2050 101,145 78,475 2051 144,694 111,058 2052 58,268 50,497 2053 297,695 294,197 2054 142,209 135,800 2055 71,611 70,409 2056 194,173 197,363 2058 39,379 40,355 Total $ 2,042,473 $ 1,933,226 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 $ 610 million and $ 612 million par value of securities pledged to this borrowing facility at December 31, 2024 and 2023, respectively, as discussed further in Note 10, “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 March 2023, our $ 5 million investment in a convertible debt security, classified as a trading investment, and the related accrued interest were converted into equity securities and were reclassified to investments in non-marketable securities. In the fourth quarter of 2022, we determined that our investment in an issuer whose equity securities we purchased in the past was impaired. As such, we wrote down the value based upon an estimate of the value of these securities and recorded a loss of $ 60 million in “gains (losses) on securities, net” in the consolidated statements of income in 2022. At December 31, 2024 and December 31, 2023, our total investment in non-marketable securities was $ 24 million and $ 14 million, respectively. 2024 Form 10-K — SLM CORPORATION F-29 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 $ 13 million, $ 11 million, and $ 9 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, 2024, 2023, and 2022, respectively. The amount of amortization of such investments reported in income tax expense was $ 10 million, $ 9 million, and $ 7 million for the years ended December 31, 2024, 2023, and 2022, respectively. Total carrying value of the LIHTC investments was $ 82 million at December 31, 2024 and $ 72 million at December 31, 2023. We are periodically required to provide additional financial support during the investment period. Our liability for these unfunded commitments was $ 30 million at December 31, 2024 and $ 30 million at December 31, 2023. 5. Loans Held for Investment Loans held for investment consist solely of Private Education Loans as of December 31, 2024. 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. We wrote down the FFELP Loan portfolio to its estimated fair value through an adjustment to the allowance for credit losses of $ 8 million in 2024. We use “Credit Cards” to refer to the suite of Credit Card loans that we previously held. 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. We recorded a loss of $ 4 million on the sale of the Credit Card portfolio in 2023. 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, 2024 and December 31, 2023, 23 percent and 33 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) 2024 2023 2022 Loan principal $ 3,418 $ 2,927 $ 3,126 Capitalized interest 274 226 217 Total Private Education Loans sold $ 3,692 $ 3,153 $ 3,343 Gain on sale of loans, net $ 255 $ 164 $ 328 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 10, “Borrowings — Unconsolidated Funding Vehicles” in this Form 10-K. F- 30 SLM CORPORATION — 2024 Form 10-K 5. Loans Held for Investment (Continued) Loans held for investment are summarized as follows: As of December 31, (dollars in thousands) 2024 2023 Private Education Loans: Fixed-rate $ 17,093,382 $ 13,985,791 Variable-rate 5,141,626 7,040,053 Total Private Education Loans, gross 22,235,008 21,025,844 Deferred origination costs and unamortized premium/ (discount) 103,070 81,554 Allowance for loan losses ( 1,435,920 ) ( 1,335,105 ) Total Private Education Loans, net 20,902,158 19,772,293 FFELP Loans (1) — 537,401 Deferred origination costs and unamortized premium/ (discount) — 1,330 Allowance for loan losses — ( 4,667 ) Total FFELP Loans, net — 534,064 Loans held for investment, net $ 20,902,158 $ 20,306,357 (1) FFELP Loans were transferred to loans held for sale during the third quarter of 2024 and subsequently sold to a third party during the fourth quarter of 2024. The estimated weighted average life of education loans in our portfolio was approximately 5.6 years and 5.0 years at December 31, 2024 and 2023, 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: 2024 2023 2022 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 $ 21,121,545 10.81 % $ 21,039,701 10.86 % $ 20,576,737 9.14 % FFELP Loans 413,338 7.45 574,218 7.19 662,194 4.62 Total portfolio $ 21,534,883 $ 21,613,919 $ 21,238,931 Certain Collection Tools — Private Education Loans Over the course of the last few 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 and 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 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. 2024 Form 10-K — SLM CORPORATION F-31 5. Loans Held for Investment (Continued) 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. 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 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 increments of 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 in increments of one to two months at a time, for up to 12 months over the life of the loan, although extended grace forbearance is typically granted in one six-month increment and 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 does not apply, however, to extended grace forbearances and is not required 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. 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 for a temporary period of two to four years , and in some instances may also permanently extend the final maturity of the 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. We continually monitor our credit administration practices and may 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, 2024 and 2023, we had $ 142 million and $ 151 million, respectively, of Private Education Loans held for investment that were more than 90 days delinquent and continue to accrue interest. As of December 31, 2023, $ 45 million of FFELP Loans held for investment were more than 90 days delinquent that continued to accrue interest. We sold the FFELP Loan portfolio to an unaffiliated third party during the fourth quarter of 2024. At December 31, 2024 and December 31, 2023, 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 FFELP Loans or 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, 2024 and 2023, we had $ 2.3 billion and $ 1.4 billion, respectively, of Private Education Loans pledged to this borrowing facility, as discussed further in Note 10, “Borrowings” in this Form 10-K. We did not have any FFELP Loans pledged at December 31, 2024 or 2023. F- 32 SLM CORPORATION — 2024 Form 10-K 5. Loans Held for Investment (Continued) Loans Held for Investment by Region At December 31, 2024 and 2023, 43.8 percent and 43.5 percent, respectively, of total education loans were concentrated in the following states: As of December 31, 2024 2023 California 10.2 % 10.1 % New York 9.0 9.0 Pennsylvania 7.1 7.2 Texas 6.6 6.3 New Jersey 5.6 5.6 Florida 5.3 5.3 43.8 % 43.5 % No other state had a concentration of total education loans in excess of 5 percent of the aggregate outstanding education loans held for investment. 6. 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. 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 6 for further discussion. For the years ended December 31, 2024, 2023, and 2022, 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” for a more detailed discussion on our allowance for credit losses accounting policies. 2024 Form 10-K — SLM CORPORATION F-33 6. 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, 2024, 2023, and 2022. 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 for credit losses as a percentage of the ending total loan balance, plus unfunded loan commitments and total accrued interest receivable — % 5.83 % Ending total loans, gross $ — $ 22,235,008 Average loans in repayment (5) $ — $ 15,139,184 Ending loans in repayment (5) $ — $ 16,106,751 Unfunded loan commitments $ — $ 2,311,660 Total accrued interest receivable $ — $ 1,549,415 (1) See “— Provisions for Credit Losses” below in this Note 6 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 6 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 those loans while they are in forbearance). F- 34 SLM CORPORATION — 2024 Form 10-K 6. 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 for credit losses as a percentage of the ending total loan balance, plus unfunded loan commitments and total accrued interest receivable 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 $ — $ 2,221,077 Total accrued interest receivable $ — $ 1,354,565 (1) See “— Provisions for Credit Losses” below in this Note 6 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 6 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 those loans while they are in forbearance). 2024 Form 10-K — SLM CORPORATION F-35 6. Allowance for Credit Losses and Unfunded Loan Commitments (Continued) Year Ended December 31, 2022 (dollars in thousands) FFELP Loans Private Education Loans Credit Cards Total Allowance for loan losses, beginning balance $ 4,077 $ 1,158,977 $ 2,281 $ 1,165,335 Transfer from allowance for unfunded loan commitments — 344,310 — 344,310 Provisions: Provision for current period ( 20 ) 410,254 3,301 413,535 Loan sale reduction to provision — ( 174,231 ) — ( 174,231 ) Loans transferred to held-for-sale — — ( 2,372 ) ( 2,372 ) Total provisions (1) ( 20 ) 236,023 929 236,932 Net charge-offs: Charge-offs ( 613 ) ( 427,416 ) ( 3,215 ) ( 431,244 ) Recoveries — 41,737 5 41,742 Net charge-offs ( 613 ) ( 385,679 ) ( 3,210 ) ( 389,502 ) Allowance for loan losses, ending balance 3,444 1,353,631 — 1,357,075 Allowance for unfunded loan commitments, beginning balance (2) — 72,713 — 72,713 Provision (1)(3) — 396,521 — 396,521 Transfer to allowance for loan losses — ( 344,310 ) — ( 344,310 ) Allowance for unfunded loan commitments, ending balance (2) — 124,924 — 124,924 Total allowance for credit losses, ending balance $ 3,444 $ 1,478,555 $ — $ 1,481,999 Net charge-offs as a percentage of average loans in repayment (4) 0.12 % 2.55 % — % Allowance for loan losses coverage of net charge-offs 5.62 3.51 — Total allowance for credit losses as a percentage of the ending total loan balance, plus unfunded loan commitments and total accrued interest receivable 0.57 % 6.30 % — % Ending total loans, gross $ 609,050 $ 20,303,688 $ — Average loans in repayment (4) $ 517,139 $ 15,103,123 $ — Ending loans in repayment (4) $ 453,915 $ 15,129,550 $ — Unfunded loan commitments $ — $ 1,995,808 $ — Total accrued interest receivable $ — $ 1,177,562 $ — (1) See “— Provisions for Credit Losses” below in this Note 6 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 6 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 those loans while they are in forbearance). F- 36 SLM CORPORATION — 2024 Form 10-K 6. 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) 2024 2023 2022 Private Education Loan provisions for credit losses: Provisions for loan losses $ 121,112 $ 34,964 $ 236,023 Provisions for unfunded loan commitments 283,393 308,275 396,521 Total Private Education Loan provisions for credit losses 404,505 343,239 632,544 Other impacts to the provisions for credit losses: FFELP Loans 4,010 2,224 ( 20 ) Credit Cards — — 929 Total 4,010 2,224 909 Provisions for credit losses reported in consolidated statements of income $ 408,515 $ 345,463 $ 633,453 The provision for credit losses for the year ended December 31, 2024 was $ 409 million, compared with $ 345 million in the year-ago period. During 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. In 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 the approximately $ 3.15 billion in Private Education Loan sales during 2023 and an increase in recovery rates (as the result of a change in our defaulted loan recovery process). During 2022, the provision for credit losses was primarily affected by new loan commitments made during the period, slower than expected prepayment rates, and additional management overlays, which were partially offset by negative provisions recorded related to approximately $ 3.34 billion in Private Education Loans sold in 2022 and the adoption of a new loss model that included a reduction in the long-term estimate of losses after the reasonable and supportable period. Management overlays increased in 2022 due to several factors, including additional provisions arising from our expectation of higher future losses related to the previously announced credit administration practices changes we implemented in 2021, “gap year” loans, a shortage and lack of tenured collections staff, and other operational challenges we experienced in 2022. “Gap year” loans refer to loans to borrowers who took a “gap year” during the COVID-19 pandemic and entered full principal and interest repayment status starting in late 2021 and early 2022. Losses on those “gap year” loans were higher than expected and contributed to the higher provision expense recorded in 2022 to cover the higher-than-expected losses. 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. Loan Modifications to Borrowers Experiencing Financial Difficulty 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. 2024 Form 10-K — SLM CORPORATION F-37 6. Allowance for Credit Losses and Unfunded Loan Commitments (Continued) Within the Private Education Loan portfolio, we deem loans greater than 90 days past due as nonperforming. FFELP Loans are 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. 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 may be eligible for extended grace forbearance in one six-month increment (which would also count towards the 12-month forbearance cap). See Note 5, “Loans Held for Investment — Certain Collection Tools - Private Education Loans” in this Form 10-K. In the first quarter of 2022, we adopted ASU No. 2022-02. Under this ASU, if the debt has been previously restructured, an entity must consider the cumulative effect of past restructurings made within the 12-month period before the current restructuring when determining whether a delay in payment resulting from the current restructuring is insignificant. 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 and, therefore, we do not consider the forbearances as loan modifications. 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 under ASU No. 2022-02. 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. For purposes of this disclosure, we do not consider them modifications of loans to borrowers experiencing financial difficulty and they therefore are not included in 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. 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 this program totaled $ 7.3 million as of December 31, 2024, representing 0.03 percent of the total Private Education Loan portfolio. This program added a weighted average of 6.7 years to the life of loans in the program. As of December 31, 2024, $ 6.0 million of these loans were in a current or deferred status, $ 0.6 million of these loans were 30-59 days past due, $ 0.4 million of these loans were 60-89 days past due, and $ 0.3 million of these loans were 90 days or greater past due. As of December 31, 2024, the defaulted amount and amortized cost basis of loans that received a permanent term extension and no interest rate reduction and defaulted during the year ended December 31, 2024 and were modified for borrowers experiencing financial difficulty during the twelve months prior to default were $ 2.5 million and $ 2.0 million, respectively. Additionally, loans that received a permanent term extension with no interest rate reduction in the fourth quarter of 2023 that were both modified and subsequently charged-off during the twelve months ended December 31, 2024 are not included in the amortized cost basis and had an amortized cost basis of $ 0.6 million. F- 38 SLM CORPORATION — 2024 Form 10-K 6. Allowance for Credit Losses and Unfunded Loan Commitments (Continued) 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. The increase in loan modifications during the year ended December 31, 2024 compared to the year-ago period is primarily due to additional modification programs implemented in the fourth quarter of 2023 and subsequent refinements to those programs. 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 % The following tables describe the financial effect of the modifications made to loans whose borrowers are experiencing financial difficulty: 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 % 2024 Form 10-K — SLM CORPORATION F-39 6. Allowance for Credit Losses and Unfunded Loan Commitments (Continued) 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. 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 our definition of payment default to be two missed consecutive post-modification payment obligations. As such, as reflected for the year ended December 31, 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, 2024 are not included in the period-end amortized cost basis and had an amortized cost basis of $ 40.4 million at the time of charge-off. The increase in loan modifications during the year ended December 31, 2024 compared to the year-ago period is primarily due to the additional modification programs implemented in the fourth quarter of 2023 and subsequent refinements to those programs. 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 6. Year Ended December 31, 2024 Year Ended December 31, 2023 (Dollars in thousands) Defaulted Amount Period-end Amortized Cost Basis Defaulted Amount Period-end Amortized Cost Basis Loan Type: Private Education Loans Interest Rate Reduction $ 6,460 $ 4,621 $ 4,521 $ 4,174 Combination - Interest Rate Reduction and Term Extension 143,300 114,307 26,341 24,798 Total $ 149,760 $ 118,928 $ 30,862 $ 28,972 F- 40 SLM CORPORATION — 2024 Form 10-K 6. 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 have been modified during the respective reporting periods (the twelve months ended December 31, 2024 and 2023, respectively). Twelve Months Ended December 31, 2024 Twelve Months Ended December 31, 2023 (Dollars in thousands) Balance % Balance % Payment Status (Amortized Cost Basis) (1) : Loan modifications in deferment (2) $ 33,645 $ 6,843 Loan modifications in repayment: Loans current (3)(4) 826,007 83 % 334,967 90 % Loans delinquent 30-59 days (3)(4) 77,446 8 % 17,205 4 % Loans delinquent 60-89 days (3)(4) 43,484 4 % 7,689 2 % Loans 90 days or greater past due (3)(4) 54,473 5 % 13,822 4 % Total loan modifications in repayment 1,001,410 100 % 373,683 100 % Total Private Education Loan modifications $ 1,035,055 $ 380,526 (1) Loans that were both modified and subsequently charged-off during the twelve months ended December 31, 2024 and 2023 are excluded from the table and had an amortized cost basis of $ 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. (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 those loans while they are in forbearance). (4) The period of delinquency is based on the number of days scheduled payments are contractually past due. 2024 Form 10-K — SLM CORPORATION F-41 6. 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, 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. F- 42 SLM CORPORATION — 2024 Form 10-K 6. Allowance for Credit Losses and Unfunded Loan Commitments (Continued) As of December 31, 2023 (dollars in thousands) Private Education Loans Held for Investment - Credit Quality Indicators Year of Origination Approval 2023 (1) 2022 (1) 2021 (1) 2020 (1) 2019 (1) 2018 and Prior (1) Total (1) % of Balance Cosigners: With cosigner $ 3,903,676 $ 4,428,163 $ 2,516,380 $ 1,535,308 $ 1,378,699 $ 4,529,768 $ 18,291,994 87 % Without cosigner 586,443 660,576 421,042 283,781 253,601 528,407 2,733,850 13 Total $ 4,490,119 $ 5,088,739 $ 2,937,422 $ 1,819,089 $ 1,632,300 $ 5,058,175 $ 21,025,844 100 % FICO at Origination Approval (2) : Less than 670 $ 328,199 $ 395,526 $ 208,696 $ 118,935 $ 137,494 $ 451,613 $ 1,640,463 8 % 670-699 635,642 704,642 400,744 254,762 257,840 868,777 3,122,407 15 700-749 1,383,779 1,586,783 934,033 590,401 545,333 1,709,299 6,749,628 32 Greater than or equal to 750 2,142,499 2,401,788 1,393,949 854,991 691,633 2,028,486 9,513,346 45 Total $ 4,490,119 $ 5,088,739 $ 2,937,422 $ 1,819,089 $ 1,632,300 $ 5,058,175 $ 21,025,844 100 % FICO Refreshed (2)(3) : Less than 670 $ 495,451 $ 638,381 $ 379,738 $ 217,956 $ 214,665 $ 791,875 $ 2,738,066 13 % 670-699 616,684 672,777 365,674 193,462 176,963 564,245 2,589,805 12 700-749 1,347,094 1,477,310 836,747 498,414 445,244 1,361,073 5,965,882 28 Greater than or equal to 750 2,030,890 2,300,271 1,355,263 909,257 795,428 2,340,982 9,732,091 47 Total $ 4,490,119 $ 5,088,739 $ 2,937,422 $ 1,819,089 $ 1,632,300 $ 5,058,175 $ 21,025,844 100 % Seasoning (4) : 1-12 payments $ 2,514,079 $ 740,450 $ 440,293 $ 245,631 $ 208,941 $ 332,608 $ 4,482,002 21 % 13-24 payments — 2,675,956 303,045 167,532 165,577 384,760 3,696,870 18 25-36 payments — — 1,524,834 195,091 129,571 456,448 2,305,944 11 37-48 payments — — — 902,938 208,521 446,350 1,557,809 7 More than 48 payments — — — 116 706,097 2,985,015 3,691,228 18 Not yet in repayment 1,976,040 1,672,333 669,250 307,781 213,593 452,994 5,291,991 25 Total $ 4,490,119 $ 5,088,739 $ 2,937,422 $ 1,819,089 $ 1,632,300 $ 5,058,175 $ 21,025,844 100 % 2023 Current period (5) gross charge-offs $ ( 1,812 ) $ ( 31,032 ) $ ( 70,331 ) $ ( 49,624 ) $ ( 50,585 ) $ ( 216,711 ) $ ( 420,095 ) 2023 Current period (5) recoveries 172 2,342 6,496 4,923 5,260 27,175 46,368 2023 Current period (5) net charge-offs $ ( 1,640 ) $ ( 28,690 ) $ ( 63,835 ) $ ( 44,701 ) $ ( 45,325 ) $ ( 189,536 ) $ ( 373,727 ) Total accrued interest by origination approval vintage $ 177,959 $ 408,800 $ 269,978 $ 152,094 $ 116,618 $ 229,116 $ 1,354,565 (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 2023. (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, 2023 through December 31, 2023. 2024 Form 10-K — SLM CORPORATION F-43 6. 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 while they are in forbearance). 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, 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- 44 SLM CORPORATION — 2024 Form 10-K 6. 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, 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. 2024 Form 10-K — SLM CORPORATION F-45 6. Allowance for Credit Losses and Unfunded Loan Commitments (Continued) Private Education Loans Held for Investment - Delinquencies by Origination Approval Vintage As of December 31, 2022 (dollars in thousands) 2022 2021 2020 2019 2018 2017 and Prior Total Loans in-school/grace/deferment (1) $ 1,827,649 $ 1,433,322 $ 578,253 $ 380,639 $ 219,280 $ 455,910 $ 4,895,053 Loans in forbearance (2) 16,046 64,360 38,613 37,802 30,583 91,681 279,085 Loans in repayment: Loans current 2,411,441 2,991,839 1,907,574 1,683,986 1,301,809 4,262,698 14,559,347 Loans delinquent 30-59 days (3) 14,164 30,740 30,877 35,213 31,366 144,948 287,308 Loans delinquent 60-89 days (3) 5,523 15,056 14,433 18,201 16,697 77,595 147,505 Loans 90 days or greater past due (3) 1,710 11,842 14,872 16,819 16,107 74,040 135,390 Total Private Education Loans in repayment 2,432,838 3,049,477 1,967,756 1,754,219 1,365,979 4,559,281 15,129,550 Total Private Education Loans, gross 4,276,533 4,547,159 2,584,622 2,172,660 1,615,842 5,106,872 20,303,688 Private Education Loans deferred origination costs and unamortized premium/(discount) 26,714 15,933 9,062 5,496 3,575 8,876 69,656 Total Private Education Loans 4,303,247 4,563,092 2,593,684 2,178,156 1,619,417 5,115,748 20,373,344 Private Education Loans allowance for losses ( 304,943 ) ( 323,506 ) ( 181,915 ) ( 141,424 ) ( 101,023 ) ( 300,820 ) ( 1,353,631 ) Private Education Loans, net $ 3,998,304 $ 4,239,586 $ 2,411,769 $ 2,036,732 $ 1,518,394 $ 4,814,928 $ 19,019,713 Percentage of Private Education Loans in repayment 56.9 % 67.1 % 76.1 % 80.7 % 84.5 % 89.3 % 74.5 % Delinquent Private Education Loans in repayment as a percentage of Private Education Loans in repayment 0.9 % 1.9 % 3.1 % 4.0 % 4.7 % 6.5 % 3.8 % Loans in forbearance as a percentage of loans in repayment and forbearance 0.7 % 2.1 % 1.9 % 2.1 % 2.2 % 2.0 % 1.8 % (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, 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 — 2024 Form 10-K 6. 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, 2024 $ 1,549,415 $ 6,420 $ 12,366 December 31, 2023 $ 1,354,565 $ 8,373 $ 9,897 (1) At December 31, 2024 and 2023, $ 164 million and $ 151 million, respectively, of accrued interest receivable was not expected to be capitalized and $ 1.4 billion and $ 1.2 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. At December 31, 2024, we had $ 2.3 billion of outstanding contractual loan commitments that we expect to fund during the remainder of the 2024/2025 academic year. 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) 2024 2023 2022 Allowance Unfunded Commitments Allowance Unfunded Commitments Allowance Unfunded Commitments Beginning Balance $ 112,962 $ 2,221,077 $ 124,924 $ 1,995,808 $ 72,713 $ 1,776,976 Provision/New commitments - net (1) 283,393 7,103,832 308,275 6,602,803 396,521 6,180,805 Transfer - funded loans (2) ( 311,787 ) ( 7,013,249 ) ( 320,237 ) ( 6,377,534 ) ( 344,310 ) ( 5,961,973 ) Ending Balance $ 84,568 $ 2,311,660 $ 112,962 $ 2,221,077 $ 124,924 $ 1,995,808 (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. 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. 2024 Form 10-K — SLM CORPORATION F-47 6. Allowance for Credit Losses and Unfunded Loan Commitments (Continued) 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. 7. Premises and Equipment, net The following is a summary of our premises and equipment. As of December 31, (dollars in thousands) 2024 2023 Land and land improvements $ 12,356 $ 12,356 Buildings and leasehold improvements 124,568 122,301 Furniture, fixtures, and equipment 35,519 34,068 Software 115,132 106,422 Premises and equipment, gross 287,575 275,147 Accumulated depreciation ( 168,221 ) ( 145,646 ) Premises and equipment, net $ 119,354 $ 129,501 Depreciation expense for premises and equipment was $ 18 million, $ 18 million, and $ 17 million for the years ended December 31, 2024, 2023, and 2022, respectively. 8. 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, 2024, 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 2024 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 name and trademarks, customer relationships, developed technology, and partner relationships. 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. F- 48 SLM CORPORATION — 2024 Form 10-K 8. Goodwill and Acquired Intangibles Assets (Continued) Acquired intangible assets include the following: As of December 31, (dollars in thousands) 2024 2023 Useful Life (in years) (1) Cost Basis Accumulated Amortization Net Cost Basis Accumulated Amortization Net Trade name and trademarks (2)(3) 4.0 $ 6,040 $ ( 2,139 ) $ 3,901 $ 6,040 $ ( 629 ) $ 5,411 Customer relationships (2) 4.6 8,920 ( 6,465 ) 2,455 8,920 ( 4,013 ) 4,907 Developed technology (2) 3.5 2,590 ( 1,661 ) 929 2,590 ( 908 ) 1,682 Partner relationships (4) — — — — 730 ( 122 ) 608 Sallie.com domain 4.0 150 ( 6 ) 144 — — — Total acquired intangible assets $ 17,700 $ ( 10,271 ) $ 7,429 $ 18,280 $ ( 5,672 ) $ 12,608 (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. (2) Trade name and trademarks, customer relationships, and developed technology at December 31, 2024 include $ 4 million, $ 1 million, and $ 1 million, respectively, related to the Scholly acquisition. (3) In 2023, we fully impaired the Nitro trade name and trademarks asset for $ 56 million. (4) In 2024, we fully impaired the Scholly partner relationships asset for less than $ 1 million. We recorded amortization of acquired intangible assets totaling approximately $ 5 million and $ 10 million in the years ended December 31, 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 $ 4 million, $ 3 million, and $ 1 million in 2025, 2026, and 2027. 2024 Form 10-K — SLM CORPORATION F-49 9. Deposits The following table summarizes total deposits at December 31, 2024 and 2023. As of December 31, (dollars in thousands) 2024 2023 Deposits - interest-bearing $ 21,066,752 $ 21,651,657 Deposits - non-interest-bearing 1,816 1,531 Total deposits $ 21,068,568 $ 21,653,188 Our total deposits of $ 21.1 billion were comprised of $ 9.5 billion in brokered deposits and $ 11.6 billion in retail and other deposits at December 31, 2024, compared with total deposits of $ 21.7 billion, which were comprised of $ 10.3 billion in brokered deposits and $ 11.4 billion in retail and other deposits, at December 31, 2023. Interest-bearing deposits as of December 31, 2024 and 2023 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 $ 7.0 billion of our deposit total as of December 31, 2024, compared with $ 7.6 billion at December 31, 2023. 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 $ 11 million, $ 12 million, and $ 13 million in the years ended December 31, 2024, 2023, and 2022, respectively. Fees paid to third-party brokers related to brokered CDs were $ 8 million, $ 8 million, and $ 13 million during the years ended December 31, 2024, 2023, and 2022, respectively. Interest bearing deposits at December 31, 2024 and 2023 are summarized as follows: 2024 2023 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 $ 9,582,290 4.27 % $ 10,258,292 4.85 % Savings 944,034 4.02 945,000 4.35 Certificates of deposit 10,540,428 4.20 10,448,365 3.69 Deposits - interest-bearing $ 21,066,752 $ 21,651,657 (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) 2024 2023 One year or less $ 6,569,872 $ 3,937,766 After one year to two years 2,074,849 4,112,902 After two years to three years 986,262 1,881,371 After three years to four years 189,421 327,295 After four years to five years 720,005 188,802 After five years 19 229 Total $ 10,540,428 $ 10,448,365 F-50 SLM CORPORATION — 2022 Form 10-K 9. Deposits (Continued) As of December 31, 2024 and 2023, there were $ 567 million and $ 478 million, respectively, of deposits exceeding FDIC insurance limits. Accrued interest on deposits was $ 92 million and $ 91 million at December 31, 2024 and 2023, respectively. 10. 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, 2024 and 2023. As of December 31, (dollars in thousands) 2024 2023 Short-Term Long-Term Total Short-Term Long-Term Total Unsecured borrowings: Unsecured debt (fixed-rate) $ — $ 995,420 $ 995,420 $ — $ 992,200 $ 992,200 Total unsecured borrowings — 995,420 995,420 — 992,200 992,200 Secured borrowings: Private Education Loan term securitizations: Fixed-rate — 4,617,743 4,617,743 — 3,585,254 3,585,254 Variable-rate — 827,182 827,182 — 650,058 650,058 Total Private Education Loan term securitizations — 5,444,925 5,444,925 — 4,235,312 4,235,312 Secured Borrowing Facility — — — — — — Total secured borrowings — 5,444,925 5,444,925 — 4,235,312 4,235,312 Total $ — $ 6,440,345 $ 6,440,345 $ — $ 5,227,512 $ 5,227,512 Short-term Borrowings Secured Financings On June 14, 2024, we amended our $ 2 billion maximum Secured Borrowing Facility to 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 13, 2025. The scheduled amortization period, during which amounts outstanding under the Secured Borrowing Facility must be repaid, ends on June 13, 2026 (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; however, we classify advances under our Secured Borrowing Facility as short-term borrowings because it is our intention to repay those advances within one year. For the years ended December 31, 2024 and December 31, 2023, there were no outstanding short-term 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 of $ 2 billion, for both 2024 and 2023, and is applied to the unfunded balance. The Facility non-use fee was 55 basis points in both 2024 and 2023. 2024 Form 10-K — SLM CORPORATION F-51 10. Borrowings (Continued) Long-term Borrowings The following table summarizes the outstanding long-term 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. The long-term borrowings amortize over time and mature serially from 2025 to 2056. December 31, 2024 Year Ended December 31, 2024 December 31, 2023 Year Ended December 31, 2023 (Dollars in thousands) Ending Balance Weighted Average Interest Rate Average Balance Ending Balance Weighted Average Interest Rate Average Balance Long-term borrowings: Floating-rate borrowings $ 827,182 5.71 % $ 724,761 $ 650,058 6.51 % $ 715,409 Fixed-rate borrowings 5,613,163 4.09 4,864,359 4,577,454 3.52 4,605,806 Total long-term borrowings $ 6,440,345 4.30 % $ 5,589,120 $ 5,227,512 3.89 % $ 5,321,215 As of December 31, 2024, 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 2025 $ 2,763,401 $ 498,897 $ 823,843 $ 4,086,141 2026 1,824,607 496,523 840,927 3,162,057 2027 783,061 — 823,320 1,606,381 2028 146,282 — 642,798 789,080 2029 683,748 — 568,779 1,252,527 2030 and after — — 1,764,900 1,764,900 6,201,099 995,420 5,464,567 12,661,086 Hedge accounting adjustments ( 241 ) — — ( 241 ) Total $ 6,200,858 $ 995,420 $ 5,464,567 $ 12,660,845 (1) We view our secured borrowings as long-term based on the contractual maturity dates ranging from 2032 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. Unsecured Financing Transactions On October 29, 2020, we issued $ 500 million of 4.20 percent unsecured Senior Notes due October 29, 2025. At December 31, 2024, the outstanding balance was $ 499 million. This unsecured borrowing remained classified as long-term as of December 31, 2024 in accordance with our ability and intent to refinance the debt on a long-term basis. On February 18, 2025, we redeemed these Senior Notes with proceeds from $ 500 million of 6.50 percent unsecured Senior Notes issued on January 31, 2025 and due January 31, 2030. See Note 23, “Subsequent Events” in this Form 10-K for additional information. 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, 2024, the outstanding balance was $ 496 million. F- 52 SLM CORPORATION — 2024 Form 10-K 10. Borrowings (Continued) Secured Financing Transactions The following summarizes our term funding collateralized by pools of Private Education Loans in the long-term ABS market issued in 2023 and 2024 in which we retained 100 percent of the residual class certificates. 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) 2023-A ABS Transaction March 15, 2023 $ 644,573 $ 579,000 $ 571,910 SOFR plus 1.53 % 5.06 2023-C ABS Transaction August 16, 2023 647,934 568,000 567,881 SOFR plus 1.69 % 4.93 Total 2023 $ 1,292,507 $ 1,147,000 $ 1,139,791 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 (1) The transfer of such loans did not qualify for sale treatment and thus remain on our consolidated balance sheet. At December 31, 2024, the following Private Education Loan amounts remain encumbered related to these transactions: SMB Private Education Loan Trust Loan Principal Capitalized Interest Total Loans (Dollars in thousands) 2023-A ABS Transaction $ 484,551 $ 32,856 $ 517,407 2023-C ABS Transaction 516,507 35,287 551,794 Total 2023 $ 1,001,058 $ 68,143 $ 1,069,201 2024-C ABS Transaction $ 646,550 $ 52,968 $ 699,518 2024-E ABS Transaction 841,355 69,238 910,593 2024-F ABS Transaction 662,361 55,131 717,492 Total 2024 $ 2,150,266 $ 177,337 $ 2,327,603 (2) Represents SOFR equivalent cost of funds for variable and fixed-rate bonds, excluding issuance costs. Pre-2023 Transactions Prior to 2023, we executed a total of $ 10.38 billion in ABS transactions that were accounted for as secured financings. At December 31, 2024, $ 3.74 billion of our Private Education Loans, including $ 3.63 billion of principal and $ 107 million in capitalized interest, were encumbered as a result of these transactions. 2024 Form 10-K — SLM CORPORATION F-53 10. 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, 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 As of December 31, 2023 (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 $ — $ 4,235,312 $ 4,235,312 $ 5,539,964 $ 149,412 $ 303,653 $ 5,993,029 Secured Borrowing Facility — — — — — 100 100 Total $ — $ 4,235,312 $ 4,235,312 $ 5,539,964 $ 149,412 $ 303,753 $ 5,993,129 (1) Other assets, net primarily represents accrued interest receivable and payable. F- 54 SLM CORPORATION — 2024 Form 10-K 10. Borrowings (Continued) 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 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 the securitization transactions listed below 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 2023 and 2024 where the respective VIEs were not consolidated. 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) 2023-B ABS transaction (2) May 24, 2023 $ 1,988,277 May 3, 2023 $ 104,743 $ 5,391 2023-D ABS transaction (2) November 7, 2023 995,184 October 13, 2023 52,572 1,570 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 (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. 2024 2023 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 $ 571,795 $ 53,262 $ 625,057 $ 423,327 $ 54,481 $ 477,808 (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, 2023. 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, 2024 and 2023. 2024 Form 10-K — SLM CORPORATION F-55 10. Borrowings (Continued) 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, 2024 and December 31, 2023, the value of our pledged collateral at the FRB totaled $ 2.2 billion and $ 1.6 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, 2024 and 2023. 11. 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, 2024, $ 850 million notional of our derivative contracts were cleared on the CME and $ 71 million were cleared on the LCH. The derivative contracts cleared through the CME and LCH represent 92.3 percent and 7.7 percent, respectively, of our total notional derivative contracts of $ 921 million at December 31, 2024. 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, 2024 was $( 22 ) million and $( 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, 2024 and 2023, 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 $ 5 million and $ 9 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. F- 56 SLM CORPORATION — 2024 Form 10-K 11. Derivative Financial Instruments (Continued) 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. 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, 2024 and 2023, and their impact on earnings and other comprehensive income for the years ended December 31, 2024, 2023, and 2022. Impact of Derivatives on the Consolidated Balance Sheets Cash Flow Hedges Fair Value Hedges Trading Total As of December 31, (dollars in thousands) 2024 2023 2024 2023 2024 2023 2024 2023 Fair Values (1) Hedged Risk Exposure Derivative Assets: (2) Interest rate swaps Interest rate $ — $ — $ — $ — $ — $ — $ — $ — Derivative Liabilities: (2) Interest rate swaps Interest rate ( 19 ) ( 339 ) ( 21 ) ( 31 ) — — ( 40 ) ( 370 ) Total net derivatives $ ( 19 ) $ ( 339 ) $ ( 21 ) $ ( 31 ) $ — $ — $ ( 40 ) $ ( 370 ) (1) Fair values reported include variation margin as legal settlement of the derivative contract. Assets and 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 2024 2023 2024 2023 Gross position (1) $ — $ — $ ( 40 ) $ ( 370 ) Impact of master netting agreement — — — — Derivative values with impact of master netting agreements (as carried on balance sheet) — — ( 40 ) ( 370 ) Cash collateral pledged (2) 4,879 9,228 — — Net position $ 4,879 $ 9,228 $ ( 40 ) $ ( 370 ) __________ (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. 2024 Form 10-K — SLM CORPORATION F-57 11. Derivative Financial Instruments (Continued) Notional Values Cash Flow Fair Value Trading Total As of December 31, (dollars in thousands) 2024 2023 2024 2023 2024 2023 2024 2023 Interest rate swaps $ 639,097 $ 1,203,783 $ 281,520 $ 702,309 $ — $ — $ 920,617 $ 1,906,092 Net total notional $ 639,097 $ 1,203,783 $ 281,520 $ 702,309 $ — $ — $ 920,617 $ 1,906,092 As of December 31, 2024 and 2023, 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) 2024 2023 2024 2023 Deposits $ ( 279,908 ) $ ( 689,137 ) $ 1,420 $ 12,910 Impact of Derivatives on the Consolidated Statements of Income Years Ended December 31, (dollars in thousands) 2024 2023 2022 Fair Value Hedges Interest rate swaps: Interest recognized on derivatives $ ( 15,278 ) $ ( 26,054 ) $ 16,308 Hedged items recorded in interest expense ( 11,490 ) ( 18,350 ) 82,043 Derivatives recorded in interest expense 11,554 18,487 ( 82,063 ) Total $ ( 15,214 ) $ ( 25,917 ) $ 16,288 Cash Flow Hedges Interest rate swaps: Amount of gain (loss) reclassified from accumulated other comprehensive income into interest expense $ 41,221 $ 47,810 $ 3,658 Total $ 41,221 $ 47,810 $ 3,658 Trading Interest rate swaps: Change in fair value of future interest payments recorded in earnings $ — $ — $ ( 248 ) Total — — ( 248 ) Total $ 26,007 $ 21,893 $ 19,698 F- 58 SLM CORPORATION — 2024 Form 10-K 11. Derivative Financial Instruments (Continued) Impact of Derivatives on the Statements of Changes in Stockholders’ Equity Years Ended December 31, (dollars in thousands) 2024 2023 2022 Amount of gain (loss) recognized in other comprehensive income (loss) $ 10,827 $ 13,353 $ 97,389 Less: Amount of gain (loss) reclassified in interest expense 41,221 47,810 3,658 Total change in other comprehensive income (loss) for unrealized gains (losses) on derivatives, before income tax (expense) benefit $ ( 30,394 ) $ ( 34,457 ) $ 93,731 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 $ 21 million will be reclassified as a decrease to interest expense. Cash Collateral As of December 31, 2024, 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, 2024 and 2023, 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 $ 5 million and $ 9 million at December 31, 2024 and 2023, respectively. Collateral pledged is recorded in “Other interest-earning assets” on the consolidated balance sheets. 12. Stockholders’ Equity Preferred Stock At December 31, 2024, 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 shareholders have authorized the issuance of 1.125 billion shares of common stock (par value of $0 .20 ). At December 31, 2024, 210 million shares were issued and outstanding and 33 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 year ended December 31, 2024, we paid a total common stock dividend of $ 0.46 per common share. In both the years ended December 31, 2023 and 2022, we paid a total common stock dividend of $ 0.44 per common share. 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. 2024 Form 10-K — SLM CORPORATION F-59 12. Stockholders’ Equity (Continued) 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”). The program expires in February 2026. We had $ 402 million of capacity remaining under the 2024 Share Repurchase Program at 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. Share Repurchases under our Rule 10b5-1 Trading Plans During the years ended December 31, 2024, 2023, and 2022, we repurchased 12 million, 22 million, and 40 million shares, respectively, of our common stock at a total cost of $ 250 million, $ 349 million, and $ 708 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) 2024 2023 2022 Common stock repurchased under repurchase programs (1) 11,586,103 22,341,595 40,253,548 Average purchase price per share (2) $ 21.59 $ 15.64 $ 17.58 Shares repurchased related to employee stock-based compensation plans (3) 749,866 1,099,241 1,135,509 Average purchase price per share $ 20.19 $ 15.46 $ 18.36 Common shares issued (4) 2,374,379 3,109,276 3,107,768 (1) Common shares purchased under our share repurchase programs. There was $ 402 million of capacity remaining under the 2024 Share Repurchase Program at December 31, 2024. (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, 2024 was $ 27.58 . F- 60 SLM CORPORATION — 2024 Form 10-K 13. 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) 2024 2023 2022 Numerator: Net income $ 608,325 $ 581,391 $ 469,014 Preferred stock dividends 18,296 17,705 9,029 Net income attributable to SLM Corporation common stock $ 590,029 $ 563,686 $ 459,985 Denominator: Weighted average shares used to compute basic EPS 216,220 231,411 258,439 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) 3,714 2,652 3,064 Weighted average shares used to compute diluted EPS 219,934 234,063 261,503 Basic earnings per common share $ 2.73 $ 2.44 $ 1.78 Diluted earnings per common share $ 2.68 $ 2.41 $ 1.76 (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, 2024, 2023, and 2022, securities covering approximately less than 1 million shares, 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. 2024 Form 10-K — SLM CORPORATION F-61 14. Stock-Based Compensation Plans and Arrangements Plan Summaries As of December 31, 2024, 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 shareholders on June 8, 2021, and at December 31, 2024, 14 million shares were authorized to be issued from this plan. We also maintain an Employee Stock Purchase Plan (the “ESPP”). The number of shares authorized under the plan at December 31, 2024 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, 2024, 2023, and 2022 was $ 40 million, $ 36 million, and $ 34 million, respectively. As of December 31, 2024, there was $ 23 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 1.5 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 86,536 time-vested options granted in the year ended December 31, 2022. The options were granted to team members of an acquisition that took place in the first half of the year in 2022. The exercise price of the options is equal to 100 percent of the fair market value of a share of our common stock as of the grant date. The options will vest 100 percent on the third anniversary of the respective grant date and expire ten years after the respective grant date. The fair value of each stock option grant was estimated on the date of grant using a Black-Scholes option pricing model. The expected volatility of our common stock at the date of grant is estimated based on a historic volatility rate and the expected option life is calculated based on historical stock option experience as the best estimate of future exercise patterns. The dividend yield assumption is based on historical and anticipated dividend payouts. The risk-free interest rate assumption is based on observed interest rates consistent with the expected life of each stock option grant. There were no stock options granted in the years ended December 31, 2023 and 2024. F- 62 SLM CORPORATION — 2024 Form 10-K 14. Stock-Based Compensation Plans and Arrangements (Continued) The following table summarizes stock option activity for the year ended December 31, 2024. (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, 2023 1,066,197 $ 17.59 Granted — — Exercised (2)(3) ( 65,668 ) 17.65 Canceled — — Outstanding at December 31, 2024 (4) 1,000,529 $ 17.59 6.2 years $ 9,997 Exercisable at December 31, 2024 933,223 $ 17.65 6.1 years $ 9,267 (1) The aggregate intrinsic value represents the total intrinsic value (the aggregate difference between our closing stock price on December 31, 2024 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, 2024. (2) The total intrinsic value of the options exercised was $ 0.3 million for the year ended December 31, 2024. No options were exercised in the years ended December 31, 2023 and 2022. (3) Cash of $ 1 million was received from option exercises for the year ended December 31, 2024. The actual tax benefit realized for the tax deductions from option exercises totaled less than $ 1 million for the year ended December 31, 2024. (4) For net-settled options, gross number is reflected. 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, 2024. (Shares and per share amounts in actuals) Number of Shares Weighted Average Grant Date Fair Value Non-vested at December 31, 2023 83,479 $ 16.47 Granted 77,759 20.51 Vested (1) ( 83,479 ) 16.47 Canceled ( 7,069 ) 20.51 Non-vested at December 31, 2024 (2) 70,690 $ 20.51 (1) The total fair value of shares that vested during the years ended December 31, 2024, 2023, and 2022 was $ 1 million, $ 1 million, and $ 1 million, respectively. (2) As of December 31, 2024, there was $ 0.7 million of unrecognized compensation cost related to restricted stock, which is expected to be recognized over a weighted average period of 0.5 years. 2024 Form 10-K — SLM CORPORATION F-63 14. Stock-Based Compensation Plans and Arrangements (Continued) 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 vest 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, 2024. (Shares and per share amounts in actuals) Number of RSUs/ PSUs Weighted Average Grant Date Fair Value Outstanding at December 31, 2023 4,346,994 $ 16.39 Granted 2,061,763 20.22 Vested and converted to common stock (1) ( 1,932,557 ) 16.39 Canceled ( 38,019 ) 18.25 Outstanding at December 31, 2024 (2) 4,438,181 $ 18.16 (1) The total fair value of RSUs/PSUs that vested and converted to common stock during the years ended December 31, 2024, 2023, and 2022 was $ 32 million, $ 35 million, and $ 34 million, respectively. (2) As of December 31, 2024, there was $ 22 million of unrecognized compensation cost related to RSUs/PSUs, which is expected to be recognized over a weighted average period of 1.5 years. Employee Stock Purchase Plan Employees may purchase shares of our common stock at the end of a 12 -month offering period at a price equal to the share price at the beginning of the 12-month period, less 15 percent, up to a maximum purchase price of $ 7,500 (whole dollars). The purchase price for each offering is determined at the beginning of the offering period on August 1. 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) 2024 2023 2022 Risk-free interest rate 4.56 % 5.31 % 3.02 % Expected volatility 27 % 38 % 39 % Expected dividend rate 1.99 % 2.73 % 2.78 % Expected life of the option 1 year 1 year 1 year Weighted average fair value of stock purchase rights $ 5.07 $ 4.14 $ 4.17 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. As of December 31, 2024, there was less than $ 1 million of unrecognized compensation cost related to the ESPP, which is expected to be recognized by July 2025. F- 64 SLM CORPORATION — 2024 Form 10-K 14. Stock-Based Compensation Plans and Arrangements (Continued) During the years ended December 31, 2023 and 2024, plan participants purchased approximately 195,000 shares and 227,000 shares, respectively, of our common stock. No shares were purchased for the year ended December 31, 2022, as our stock price on July 31, 2022 was less than the offering price for the ESPP plan. 15. 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 2024 2023 As of December 31, (dollars in thousands) Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Total Assets: Trading investments $ — $ — $ 53,262 $ 53,262 $ — $ — $ 54,481 $ 54,481 Available-for-sale investments — 1,930,537 2,689 1,933,226 — 2,411,622 — 2,411,622 Derivative instruments — — — — — — — — Total $ — $ 1,930,537 $ 55,951 $ 1,986,488 $ — $ 2,411,622 $ 54,481 $ 2,466,103 Liabilities: Derivative instruments $ — $ ( 40 ) $ — $ ( 40 ) $ — $ ( 370 ) $ — $ ( 370 ) Total $ — $ ( 40 ) $ — $ ( 40 ) $ — $ ( 370 ) $ — $ ( 370 ) 2024 Form 10-K — SLM CORPORATION F-65 15. 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. 2024 2023 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 $ — $ 54,481 $ 54,481 $ — $ 50,786 $ 50,786 Total gains/(losses): Included in earnings (or changes in net assets) (1) 20 478 498 — 2,721 2,721 Included in other comprehensive income 80 — 80 — — — Settlements 2,589 ( 1,697 ) 892 — 974 974 Transfers into level 3 — — — — — — Transfers out of level 3 — — — — — — Balance, end of period $ 2,689 $ 53,262 $ 55,951 $ — $ 54,481 $ 54,481 Change in unrealized gains (losses) for the period included in other comprehensive income for assets held at the end of the reporting period $ 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) $ — $ 478 $ 478 $ — $ 2,721 $ 2,721 (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) 2024 2023 Interest Income - Investments $ 20 $ — Gains (losses) on securities, net 478 2,721 Total $ 498 $ 2,721 (2) Recorded in "gains (losses) on securities, net" in the consolidated statements of income. 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, 2024 (dollars in thousands) Fair Value Valuation Technique Unobservable Input Range (Average) Debt Securities $ 2,689 Discounted cash flow Constant Prepayment Rate 6.9 %- 11.0 % ( 8.3 %) Probability of default 4.0 %- 17.0 % ( 11.5 %) Residual Interests 53,262 Discounted cash flow Constant Prepayment Rate 6.9 %- 11.0 % ( 8.3 %) Probability of default 4.0 %- 17.0 % ( 11.5 %) Total $ 55,951 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. F- 66 SLM CORPORATION — 2024 Form 10-K 15. Fair Value Measurements (Continued) • 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. The following table summarizes the fair values of our financial assets and liabilities, including derivative financial instruments. As of December 31, (dollars in thousands) 2024 2023 Fair Value Carrying Value Difference Fair Value Carrying Value Difference Earning assets: Loans held for investment, net: Private Education Loans $ 24,110,381 $ 20,902,158 $ 3,208,223 $ 22,229,045 $ 19,772,293 $ 2,456,752 FFELP Loans — — — 542,775 534,064 8,711 Cash and cash equivalents 4,700,366 4,700,366 — 4,149,838 4,149,838 — Trading investments 53,262 53,262 — 54,481 54,481 — Available-for-sale investments 1,933,226 1,933,226 — 2,411,622 2,411,622 — Accrued interest receivable 1,663,474 1,546,590 116,884 1,448,766 1,379,904 68,862 Derivative instruments — — — — — — Total earning assets $ 32,460,709 $ 29,135,602 $ 3,325,107 $ 30,836,527 $ 28,302,202 $ 2,534,325 Interest-bearing liabilities: Money-market and savings accounts $ 10,503,731 $ 10,526,324 $ 22,593 $ 11,134,883 $ 11,203,292 $ 68,409 Certificates of deposit 10,593,666 10,540,428 ( 53,238 ) 10,380,684 10,448,365 67,681 Long-term borrowings 6,323,384 6,440,345 116,961 4,873,690 5,227,512 353,822 Accrued interest payable 108,488 108,488 — 105,066 105,066 — Derivative instruments 40 40 — 370 370 — Total interest-bearing liabilities $ 27,529,309 $ 27,615,625 $ 86,316 $ 26,494,693 $ 26,984,605 $ 489,912 Excess of net asset fair value over carrying value $ 3,411,423 $ 3,024,237 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 2024 Form 10-K — SLM CORPORATION F-67 15. 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 For Private Education Loans, fair value was determined by using observable quoted prices for similar assets in our most recent market transactions. Adjustments were then made to account for the value of loans in our portfolio that have materially different characteristics than those included in the most recent market transaction. These are considered level 2 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. FFELP Loans 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 during the fourth quarter of 2024. For FFELP Loans, the fair value was determined by modeling expected loan level cash flows using stated terms of the assets and internally developed assumptions to determine aggregate portfolio yield, net present value, and average life. The significant assumptions used to determine fair value are prepayment speeds, default rates, cost of funds, and required return on equity. Significant inputs into the model are not observable. However, we do calibrate the model based on market transactions when appropriate. As such, these are level 3 valuations. 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 1 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 carrying value of short-term borrowings approximated fair value for disclosure purposes, due to the short-term nature of those borrowings. This is a level 1 valuation. 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. The fair value of our long-term unsecured borrowings is sourced from a third-party pricing service.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). F- 68 SLM CORPORATION — 2024 Form 10-K 15. 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. 16. 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. 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 and 2024, 25 percent of the adjusted transition amounts was phased in for regulatory capital purposes. On January 1, 2025, the remaining 25 percent of the adjusted transition amounts was phased in for regulatory capital purposes, with the phased-in amounts included in regulatory capital at the beginning of the year. 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. 2024 Form 10-K — SLM CORPORATION F-69 16. Regulatory Capital (Continued) At December 31, 2024, the adjusted transition amounts that were deferred and are being phased in for regulatory capital purposes are as follows: Adjusted Transition Amounts Phase-In Amounts for the Year Ended Phase-In Amounts for the Year Ended Phase-In Amounts for the Year Ended Remaining Adjusted Transition Amounts to be Phased-In (Dollars in thousands) December 31, 2021 December 31, 2022 December 31, 2023 December 31, 2024 December 31, 2024 Retained earnings $ 836,351 $ ( 209,088 ) $ ( 209,088 ) $ ( 209,088 ) $ 209,087 Allowance for credit losses 1,038,145 ( 259,536 ) ( 259,536 ) ( 259,536 ) 259,537 Liability for unfunded commitments 104,377 ( 26,094 ) ( 26,094 ) ( 26,095 ) 26,094 Deferred tax asset 306,171 ( 76,542 ) ( 76,542 ) ( 76,543 ) 76,544 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. At December 31, 2024 and December 31, 2023, the unrealized loss on available-for-sale investments included in other comprehensive income totaled $ 83 million and $ 115 million, net of tax of $ 27 million and $ 37 million, respectively. The capital ratios would remain above the well capitalized thresholds, including applicable capital conservation buffers, if the unrealized loss became fully recognized into capital. (Dollars in thousands) Actual U.S. Basel III Minimum Requirements Plus Buffer (1)(2) Amount Ratio Amount Ratio 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 % As of December 31, 2023 (3) : Common Equity Tier 1 Capital (to Risk-Weighted Assets) $ 3,019,973 12.3 % $ 1,719,621 > 7.0 % Tier 1 Capital (to Risk-Weighted Assets) $ 3,019,973 12.3 % $ 2,088,111 > 8.5 % Total Capital (to Risk-Weighted Assets) $ 3,334,140 13.6 % $ 2,579,432 > 10.5 % Tier 1 Capital (to Average Assets) $ 3,019,973 10.2 % $ 1,184,213 > 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, 2024 and 2023, the actual amounts and the actual ratios include the respective adjusted transition amounts discussed above that were phased in at the beginning of 2024 and 2023. 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 F- 70 SLM CORPORATION — 2024 Form 10-K 16. Regulatory Capital (Continued) 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 $ 570 million, $ 550 million, and $ 700 million in dividends to the Company for the years ended December 31, 2024, 2023, and 2022, respectively, with the proceeds primarily used to fund share repurchase programs and stock dividends. In the future, we expect that the Bank will pay dividends to the Company as may be necessary to enable the Company to pay any declared dividends on its Series B Preferred Stock and common stock and to consummate any common share repurchases by the Company under its repurchase programs. 17. 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, 2024, 2023, and 2022, we contributed $ 10 million, $ 8 million, and $ 7 million, respectively, to this plan. 18. 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, 2024, we had $ 2.3 billion of outstanding contractual loan commitments which we expect to fund during the remainder of the 2024/2025 academic year. At December 31, 2024, we had an $ 85 million reserve recorded in “Other Liabilities” to cover lifetime expected credit losses on the unfunded commitments. See Note 2,“Significant Accounting Policies — Allowance for Credit Losses — Off-Balance Sheet Exposure for Contractual Loan Commitments” and Note 6, “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. 2024 Form 10-K — SLM CORPORATION F-71 19. Income Taxes Reconciliations of the statutory U.S. federal income tax rates to our effective tax rate for continuing operations follow: Years ended December 31, 2024 2023 2022 Statutory rate 21.0 % 21.0 % 21.0 % State tax, net of federal benefit 2.3 3.8 4.1 Business credits ( 2.0 ) ( 1.3 ) ( 1.5 ) Other, net 2.5 1.8 2.0 Effective tax rate 23.8 % 25.3 % 25.6 % The effective tax rate varies from the statutory U.S. federal rate of 21 percent primarily due to business tax credits and the impact of state taxes, net of federal benefit, for the years ended December 31, 2024, 2023, and 2022. Income tax expense consists of: As of December 31, (dollars in thousands) 2024 2023 2022 Current provision (benefit): Federal $ 181,132 $ 175,977 $ 205,954 State 43,506 44,152 49,427 Total current provision (benefit) 224,638 220,129 255,381 Deferred provision (benefit): Federal ( 19,032 ) ( 20,687 ) ( 75,978 ) State ( 15,295 ) ( 2,537 ) ( 17,692 ) Total deferred provision (benefit) ( 34,327 ) ( 23,224 ) ( 93,670 ) Provision for income tax expense $ 190,311 $ 196,905 $ 161,711 F- 72 SLM CORPORATION — 2024 Form 10-K 19. Income Taxes (Continued) 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) 2024 2023 Deferred tax assets: Loan reserves $ 376,029 $ 354,412 Net unrealized losses 21,209 24,176 Accrued expenses not currently deductible 19,841 16,297 Unrecorded tax benefits 12,008 11,568 Research and development costs 38,119 26,519 Stock-based compensation plans 12,885 10,847 Acquired intangible assets 16,394 14,536 Operating loss carryovers — 26 Other 1,785 1,426 Total deferred tax assets 498,270 459,807 Deferred tax liabilities: Student loan premiums and discounts, net 22,873 15,908 Fixed assets 7,708 8,533 Federal deferred for state receivable 1,908 1,171 Other 402 614 Total deferred tax liabilities 32,891 26,226 Net deferred tax assets $ 465,379 $ 433,581 Included in operating loss carryovers are state net operating losses of $ 234 million and $ 223 million as of December 31, 2024 and 2023, respectively. The Company has recorded a valuation allowance against these net operating losses of $ 234 million and $ 223 million, respectively. Also included in operating loss carryovers is a capital loss of $ 23 million and $ 18 million as of December 31, 2024 and 2023, 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. Included in net unrealized losses is a valuation allowance of $ 5 million and $ 4 million, respectively. 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, net unrealized losses and capital loss carryovers as outlined above). As of December 31, 2024, the state net operating loss carryforwards will begin to expire in 2029 and the capital losses will begin to expire in 2025. 2024 Form 10-K — SLM CORPORATION F-73 19. Income Taxes (Continued) Accounting for Uncertainty in Income Taxes The following table summarizes changes in unrecognized tax benefits: As of December 31, (dollars in thousands) 2024 2023 2022 Unrecognized tax benefits at beginning of year $ 68,123 $ 79,366 $ 75,328 Increases resulting from tax positions taken during a prior period 1,232 1,204 6,049 Decreases resulting from tax positions taken during a prior period ( 1,890 ) ( 250 ) ( 1,327 ) Increases resulting from tax positions taken during the current period 3,218 2,711 11,032 Decreases related to settlements with taxing authorities ( 18,349 ) ( 10,089 ) ( 4,666 ) Reductions related to the lapse of statute of limitations ( 3,927 ) ( 4,819 ) ( 7,050 ) Unrecognized tax benefits at end of year $ 48,407 $ 68,123 $ 79,366 As of December 31, 2024, the gross unrecognized tax benefits are $ 48 million. Included in the $ 48 million are $ 39 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, 2024, 2023, and 2022, the total amount of income tax-related accrued interest and penalties, net of related benefit, recognized in the consolidated balance sheets was $ 11 million, $ 8 million, and $ 8 million, respectively. For the years ended December 31, 2024, 2023, and 2022, the total amount of income tax-related accrued interest, net of related tax benefit, recognized in the consolidated statements of income was $ 3 million, $ 2 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 2020 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. It is reasonably possible that the uncertain tax position reserve may decrease by as much as $ 11 million during the next 12 months due to the expiration of statutes of limitations. The reduction in the uncertain tax position reserve would be reflected as a tax benefit. F- 74 SLM CORPORATION — 2024 Form 10-K 20. 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, many 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. At December 31, 2024, our brokered deposits represented 45 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. 2024 Form 10-K — SLM CORPORATION F-75 21. 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) 2024 2023 Assets Cash and cash equivalents $ 391,481 $ 237,857 Total investments in subsidiaries (primarily Sallie Mae Bank) 2,773,211 2,628,838 Due from subsidiaries, net 43,556 63,679 Other assets 2,165 2,270 Total assets $ 3,210,413 $ 2,932,644 Liabilities and Equity Liabilities Long-term borrowings $ 995,420 $ 992,200 Income taxes payable, net 22,440 26,701 Other liabilities 32,633 32,946 Total liabilities 1,050,493 1,051,847 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: 440.6 million and 438.2 million shares issued, respectively 88,121 87,647 Additional paid-in capital 1,193,753 1,148,689 Accumulated other comprehensive loss (net of tax benefit of $( 21,209 ) and $( 24,176 ), respectively) ( 65,861 ) ( 75,104 ) Retained earnings 4,114,446 3,624,859 Total SLM Corporation stockholders’ equity before treasury stock 5,581,529 5,037,161 Less: Common stock held in treasury at cost: 230.2 million and 217.9 million shares, respectively ( 3,421,609 ) ( 3,156,364 ) Total equity 2,159,920 1,880,797 Total liabilities and equity $ 3,210,413 $ 2,932,644 F- 76 SLM CORPORATION — 2024 Form 10-K 21. Parent Only Statements (Continued) Parent Only Condensed Statements of Income Years ended December 31, (dollars in thousands) 2024 2023 2022 Interest income $ 11,660 $ 9,334 $ 4,084 Interest expense 39,855 39,850 39,860 Net interest loss ( 28,195 ) ( 30,516 ) ( 35,776 ) Non-interest income (loss) 114 ( 2,701 ) ( 5,117 ) Non-interest expenses 62,696 61,958 55,466 Loss before income tax benefit and equity in net income from subsidiaries ( 90,777 ) ( 95,175 ) ( 96,359 ) Income tax benefit ( 7,117 ) ( 6,942 ) ( 10,351 ) Equity in net income from subsidiaries (primarily Sallie Mae Bank) 691,985 669,624 555,022 Net income 608,325 581,391 469,014 Preferred stock dividends 18,296 17,705 9,029 Net income attributable to SLM Corporation common stock $ 590,029 $ 563,686 $ 459,985 2024 Form 10-K — SLM CORPORATION F-77 21. Parent Only Statements (Continued) Parent Only Condensed Statement of Cash Flows Years ended December 31, (dollars in thousands) 2024 2023 2022 Cash flows from operating activities: Net income $ 608,325 $ 581,391 $ 469,014 Adjustments to reconcile net income to net cash provided by operating activities: Undistributed earnings of subsidiaries ( 691,985 ) ( 669,624 ) ( 555,022 ) Dividends received from Sallie Mae Bank 569,500 550,000 699,500 Reduction of tax indemnification receivable — 2,816 5,231 Amortization of unsecured debt upfront fees 2,647 2,643 2,651 Amortization of discount on unsecured borrowings 573 571 571 Acquisition related costs — 952 2,603 (Increase) decrease in investment in subsidiaries, net 27,350 35,654 ( 9,179 ) Decrease in due from subsidiaries, net 20,123 36,864 5,124 Increase in other assets ( 14,265 ) ( 13,422 ) ( 20,533 ) Increase (decrease) in income taxes payable, net ( 4,261 ) 490 ( 8,713 ) Decrease in payable due to entity that is a subsidiary of Navient — — ( 101 ) Increase (decrease) in other liabilities 1,053 ( 3,442 ) ( 1,836 ) Total adjustments ( 89,265 ) ( 56,498 ) 120,296 Net cash provided by operating activities 519,060 524,893 589,310 Cash flows from investing activities: Purchase of subsidiary, net of cash acquired — ( 14,654 ) ( 127,654 ) Net cash used in investing activities — ( 14,654 ) ( 127,654 ) Cash flows from financing activities: Issuance costs for unsecured debt offering — — ( 375 ) Common stock dividends paid ( 99,172 ) ( 101,233 ) ( 112,961 ) Preferred stock dividends paid ( 18,296 ) ( 17,705 ) ( 9,029 ) Common stock repurchased ( 247,968 ) ( 350,264 ) ( 713,197 ) Net cash used in financing activities ( 365,436 ) ( 469,202 ) ( 835,562 ) Net increase (decrease) in cash and cash equivalents 153,624 41,037 ( 373,906 ) Cash and cash equivalents at beginning of year 237,857 196,820 570,726 Cash and cash equivalents at end of year $ 391,481 $ 237,857 $ 196,820 F- 78 SLM CORPORATION — 2024 Form 10-K 22. 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 shareholders 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) 2024 2023 2022 Non-interest expenses: Compensation and benefits $ 349,387 $ 326,554 $ 270,354 Professional fees 129,472 145,062 164,226 Technology expenses 57,431 54,942 48,561 FDIC assessment fees 51,606 45,766 20,939 Other operating expenses 48,674 46,882 47,382 Total operating expenses 636,570 619,206 551,462 Acquired intangible assets impairment and amortization expense 5,329 66,364 7,779 Total non-interest expenses $ 641,899 $ 685,570 $ 559,241 2024 Form 10-K — SLM CORPORATION F-79 23. Subsequent Events Unsecured Debt On January 31, 2025, we issued $ 500 million of 6.50 percent unsecured Senior Notes due January 31, 2030. On February 18, 2025, we redeemed $ 500 million of the 4.20 percent unsecured Senior Notes due October 29, 2025. The Senior Notes were redeemed at 100 percent of their principal amount, plus the accrued and unpaid interest thereon through the redemption date. As a result of the redemption, we will recognize a loss of approximately $ 1 million on the transaction in the first-quarter 2025 consolidated statements of income. 2025 Loan Sales On February 6, 2025, we sold approximately $ 2.0 billion of our Private Education Loans, including $ 1.8 billion in principal, $ 163 million in capitalized interest and $ 10 million in accrued interest, to an unaffiliated third party. The gain on sale of loans sold expressed as a percentage was in the high single-digits and will be recognized in the first-quarter 2025 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 pursuant to the terms of the applicable transaction documents. F- 80 SLM CORPORATION — 2024 Form 10-K