SLM Corporation

ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT. On May 15, 2026, SLM Corporation (the “Company”) closed an offering of $500,000,000 aggregate principal amount of 6.495% Fixed-to-Floating Rate Senior Notes due 2032 (the “Notes”) issued by the Company (the “Offering”). The Notes have been registered under the Securities Act of 1933, as amended, pursuant to a registration statement on Form S-3 (File No. 333-281147) (the “Registration Statement”). The Company has filed with the SEC a prospectus supplement dated May 6, 2026, together with the accompanying prospectus dated July 31, 2024, relating to the offer and sale of the Notes. The Notes were issued under an indenture dated June 17, 2015 (the “Base Indenture”) with Deutsche Bank National Trust Company, as trustee, as supplemented by the fifth supplemental indenture dated May 15, 2026 (the “Supplemental Indenture,” and together with the Base Indenture, the “Indenture”). The Notes will mature on May 15, 2032 (the “Maturity Date”). During the period from and including May 15, 2026 to, but excluding May 15, 2031, the Notes will bear interest at the rate of 6.495% per annum. Such interest will be payable semi-annually, in arrears, on May 15 and November 15, of each year, beginning on November 15, 2026, and ending on May 15, 2031. During the period from, and including, May 15, 2031, to, but excluding, the Maturity Date, the Notes will bear interest at a floating rate per annum equal to the Benchmark plus 271 basis points, as determined in arrears by the Calculation Agent in the manner described in the Supplemental Indenture. Such interest will be payable quarterly, in arrears, on August 15, 2031, November 15, 2031, February 15, 2032 and the Maturity Date. The Company may redeem the Notes, in whole or in part, at any time at the applicable redemption prices, as set forth in the Indenture. In addition, if the Company experiences certain change of control events with respect to the Notes, it must offer to purchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess thereof) of that holder’s Notes at a purchase price equal to 101% of the principal amount of Notes repurchased, plus accrued and unpaid interest, if any, to, but excluding, the date of purchase. The Company intends to use the net proceeds from the Offering to fund the purchase of the Company’s 3.125% senior notes due 2026 (the “2026 Notes”) together with accrued and unpaid interest, and the payment of related fees and expenses, pursuant to the tender offer announced by the Company (the “Tender Offer”). To the extent any net proceeds remain after the consummation of the Tender Offer, the Company intends to use such net proceeds to repay at their maturity any 2026 Notes that remain outstanding after the Tender Offer. In connection therewith, the Company expects to satisfy and discharge the indenture governing the 2026 Notes as it applies to the 2026 Notes. The foregoing description of the Indenture and the Notes does not purport to be complete and is qualified in its entirety by reference to the Supplemental Indenture and the form of the Notes, which are incorporated by reference into the Registration Statement and are attached to this Current Report on Form 8-K as Exhibit 4.1 and Exhibit 4.2, respectively, and the Base Indenture, which was previously incorporated by reference into the Registration Statement pursuant to Exhibit 4.3 to the Company’s Registration Statement on Form S-3ASR filed on July 31, 2024. A copy of the opinion of Davis Polk & Wardwell LLP, special New York counsel to the Company, relating to the validity of the Notes, is incorporated by reference into the Registration Statement and is attached to this Current Report on Form 8-K as Exhibit 5.1; and a consent relating to such incorporation of such opinion is incorporated by reference into the Registration Statement and is attached to this Current Report on Form 8-K as Exhibit 23.1 by reference to its inclusion within Exhibit 5.1.

ITEM 8.01. OTHER EVENTS. On May 6, 2026, the Company entered into an underwriting agreement (the “Underwriting Agreement”) with J.P. Morgan Securities LLC and Barclays Capital Inc., as representatives of the several underwriters named therein, in connection with the Offering. The Underwriting Agreement includes the terms and conditions for the offering and sale of the Notes, indemnification and contribution obligations, and other terms and conditions customary in agreements of this type. The foregoing description of the Underwriting Agreement does not purport to be complete and is qualified in its entirety by reference to the Underwriting Agreement, which is incorporated by reference into the Registration Statement and is attached to this Current Report on Form 8-K as Exhibit 1.1.