SLM Corporation filed SEC Form 8-K: Entry into a Material Definitive Agreement, Regulation FD Disclosure, Financial Statements and Exhibits
$SLM
Finance: Consumer Services
Finance
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (date of earliest event reported): March 9, 2026
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ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
On March 9, 2026, SLM Corporation (the “Company”) entered into an accelerated share repurchase agreement with Goldman Sachs & Co. LLC ("Goldman Sachs") under which the Company will purchase $200 million of its own outstanding common stock, par value $0.20 per share (the "Common Stock").
Under an accelerated share repurchase agreement dated March 9, 2026 (the "Agreement"), Goldman Sachs expects to deliver to the Company shortly after the date of the Agreement a substantial majority of the shares of Common Stock to be purchased under the Agreement. The actual number of shares of Common Stock to be delivered under the Agreement will be based generally upon a discount to the Rule 10b-18 volume-weighted average price at which the shares of Common Stock trade during the regular trading sessions on the NASDAQ Global Select Market during the term of the Agreement. At settlement, Goldman Sachs may be obligated to deliver additional shares of Common Stock to the Company or the Company may be obligated to make delivery of Common Stock or a cash payment to Goldman Sachs, at the Company's option. The Company expects settlement of the share repurchases under the Agreement to occur before or during the second quarter of 2026.
The Agreement is subject to certain customary adjustments and termination provisions. In addition, upon the occurrence of certain extraordinary events, Goldman Sachs is entitled to terminate the Agreement, in which case the Company may receive fewer shares of Common Stock than expected.
The preceding description of the Agreement is only a summary and is qualified in its entirety by the terms of the Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K.
So far in 2026, before entering into the accelerated share repurchase agreement described herein, the Company had repurchased approximately $91 million of Common Stock. The Company may enter into other share repurchase transactions from time to time throughout 2026 as market conditions permit.
ITEM 7.01 REGULATION FD DISCLOSURE.
On March 9, 2026, the Company issued a press release announcing the accelerated share repurchase agreement with Goldman Sachs. A copy of the press release is being furnished herewith as Exhibit 99.1
The information in this Item 7.01, including Exhibit 99.1 attached hereto and incorporated by reference herein, is being furnished and shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section. Furthermore, such information, including such Exhibit, shall not be deemed incorporated by reference into any of the Company’s registration statements, reports, or other filings with the Securities and Exchange Commission, except as expressly set forth by specific reference in such registration statement, report, or other filing.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(d) Exhibits
Exhibit Number | Description | |||||||
| 10.1 | ||||||||
| 99.1* | ||||||||
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL) | |||||||
| * | Furnished herewith. | ||||
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| SLM CORPORATION | ||||||||
| Date: March 9, 2026 | By: | /s/ PETER M. GRAHAM | ||||||
| Peter M. Graham | ||||||||
| Executive Vice President and Chief Financial Officer | ||||||||