Form 8-K
8-K — SLM Corp
Accession: 0001193125-26-207711
Filed: 2026-05-06
Period: 2026-05-06
CIK: 0001032033
SIC: 6141 (PERSONAL CREDIT INSTITUTIONS)
Item: Regulation FD Disclosure
Item: Financial Statements and Exhibits
Documents
8-K — d29837d8k.htm (Primary)
EX-99.1 (d29837dex991.htm)
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8-K
8-K (Primary)
Filename: d29837d8k.htm · Sequence: 1
8-K
SLM Corp false 0001032033 0001032033 2026-05-06 2026-05-06 0001032033 us-gaap:CommonStockMember 2026-05-06 2026-05-06 0001032033 us-gaap:SeriesBPreferredStockMember 2026-05-06 2026-05-06
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): May 6, 2026
SLM CORPORATION
(Exact name of registrant as specified in its charter)
Delaware
001-13251
52-2013874
(State or other jurisdiction of
incorporation or organization)
(Commission
File Number)
(I.R.S. Employer
Identification No.)
300 Continental Drive Newark, Delaware
19713
(Address of principal executive offices)
(Zip Code)
Registrant’s telephone number, including area code: (302) 451-0200
(Former name or former address, if changed since last report)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading
Symbol(s)
Name of each exchange
on which registered
Common stock, par value $.20 per share
SLM
The NASDAQ Global Select Market
Floating Rate Non-Cumulative Preferred Stock, Series B, par value $.20 per share
SLMBP
The NASDAQ Global Select Market
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
ITEM 7.01.
Regulation FD Disclosure.
On May 6, 2026, SLM Corporation (the “Company”) issued a press release announcing the commencement by the Company of a cash tender offer to purchase any and all of its outstanding 3.125% senior notes (the “Notes”) upon the terms and conditions described in the Company’s Offer to Purchase, dated May 6, 2026 (the “Offer to Purchase”).
The Tender Offer is being made in connection with a contemporaneous offering of senior debt securities by the Company on terms and conditions (including, but not limited to, the amount of proceeds raised in such offering) satisfactory to the Company (the “New Notes Offering”). The Tender Offer is not conditioned upon any minimum amount of Notes being tendered. The Tender Offer may be amended, extended, terminated or withdrawn. Proceeds from the New Notes Offering will be used to repurchase Notes pursuant to the Tender Offer. The Tender Offer is conditioned upon, among other things, the completion of the New Notes Offering, and no assurance can be given that the New Notes Offering will be completed.
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
99.1*
Press release of SLM Corporation dated May 6, 2026, announcing the Tender Offer
104
The cover page from this Current Report on Form 8-K, formatted in 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.
Date: May 6, 2026
SLM CORPORATION
By:
/s/ Peter M. Graham
Name:
Peter M. Graham
Title:
Co-President and Chief Financial Officer
EX-99.1
EX-99.1
Filename: d29837dex991.htm · Sequence: 2
EX-99.1
Exhibit 99.1
News Release
For Immediate Release
Sallie
Mae Announces Tender Offer for Its 3.125% Senior Notes Due 2026
NEWARK, Del., May 6, 2026 — Sallie Mae® (Nasdaq: SLM), formally SLM Corporation (“SLM” or the “Company”) announced today the commencement of a cash tender offer (the “Tender
Offer”) to purchase any and all of its outstanding 3.125% senior notes (the “Notes”) upon the terms and conditions described in the Company’s Offer to Purchase, dated May 6, 2026 (the “Offer to
Purchase”).
Certain information regarding the Notes and the U.S. Treasury Reference Security, the Bloomberg reference page and the fixed spread
is set forth in the table below.
Title of
Security
CUSIP/ISIN
Number
Principal
Amount
Outstanding
U.S. Treasury
Reference Security
Bloomberg
Reference
Page
Fixed
Spread
(basis
points)
3.125% Senior Notes due 2026(1)
78442P GE0 /
US78442PGE07
$500,000,000
4.125% U.S.
Treasury due
October 31, 2026
FIT 3
+25
(1)
The Notes will mature on Nov. 2, 2026.
The “Purchase Price” for each $1,000 principal amount of the Notes validly tendered, and not validly withdrawn, and accepted for purchase pursuant
to the Tender Offer will be determined in the manner described in the Offer to Purchase by reference to the fixed spread specified above plus the yield based on the bid-side price of the U.S. Treasury
Reference Security specified above, as quoted on the Bloomberg Bond Trader FIT 3 series of pages, at 2 p.m. New York City time, on May 12, 2026, the date on which the Tender Offer is currently scheduled to expire. The Purchase Price will be
based on a yield to Nov. 2, 2026, the maturity date of the Notes, and assuming the Notes mature on such date, as described in the Offer to Purchase.
In
addition to the Purchase Price, holders whose Notes are purchased pursuant to the Tender Offer will also receive accrued and unpaid interest thereon from the last interest payment date up to, but not including, the initial date on which the Company
makes payment for such Notes, which date is currently expected to be May 15, 2026, assuming that the Tender Offer is not extended or earlier terminated.
The Tender Offer is being made pursuant to the terms and conditions contained in the Offer to Purchase and
Notice of Guaranteed Delivery, copies of which may be obtained from D.F. King & Co., Inc., the tender agent and information agent for the Tender Offer, by calling (888) 626-0988 or, for banks and
brokers, (212) 269-5550. Copies of the Offer to Purchase and Notice of Guaranteed Delivery are also available at the following web address: www.dfking.com/slm; or by requesting via email at slm@dfking.com.
The Tender Offer will expire at 5 p.m., New York City time, on May 12, 2026, unless extended or earlier terminated (such time and date, as the same
may be extended, the “Expiration Time”). Tendered Notes may be withdrawn at any time before the Expiration Time. Holders of Notes must validly tender and not validly withdraw their Notes (or comply with the procedures for
guaranteed delivery) before the Expiration Time to be eligible to receive the consideration for their Notes.
Settlement for all Notes tendered prior to
the Expiration Time or pursuant to a Notice of Guaranteed Delivery is expected to be May 15, 2026, assuming that the Tender Offer is not extended or earlier terminated.
There can be no assurance that any Notes will be purchased. The Tender Offer is being made in connection with a contemporaneous offering of senior debt
securities by the Company on terms and conditions (including, but not limited to, the amount of proceeds raised in such offering) satisfactory to the Company (the “New Notes Offering”). The Tender Offer is not conditioned upon any
minimum amount of Notes being tendered. The Tender Offer may be amended, extended, terminated or withdrawn. Proceeds from the New Notes Offering will be used to repurchase Notes pursuant to the Tender Offer. The Tender Offer is conditioned upon,
among other things, the completion of the New Notes Offering, and no assurance can be given that the New Notes Offering will be completed.
The Company
expects to repay any Notes not tendered and accepted for purchase pursuant to the Tender Offer at their maturity. Subject to the completion of the New Notes Offering and the consummation of the Tender Offer, the Company expects to deposit with
Deutsche Bank National Trust Company, as trustee funds sufficient to repay at their maturity the Notes not tendered and accepted for purchase pursuant to the Tender Offer, and thereby satisfy and discharge the indenture governing the Notes, as it
applies to the Notes, shortly after the Settlement Date. The Company has retained J.P. Morgan Securities LLC to serve as the exclusive Dealer Manager for the Tender Offer. Questions regarding the terms of the Tender Offer may be directed to J.P.
Morgan Securities LLC, Liability Management Desk, U.S. toll free at (866) 834-4666 or collect at (212) 834-7489.
This press release is neither an offer to purchase nor a solicitation of an offer to sell any Notes in the Tender Offer and does not constitute a notice of
redemption for the Notes.
***
Sallie
Mae (Nasdaq: SLM) believes education and life-long learning, in all forms, help people achieve great things. As the leader in private student lending, we provide financing and know-how to support access to
college and offer products and resources to help customers make new goals and experiences, beyond college, happen. Learn more at SallieMae.com. Commonly known as Sallie Mae, SLM Corporation and its subsidiaries are not sponsored by or agencies
of the United States of America.
Forward-Looking Statements
This press release includes forward-looking statements within the meaning of the Securities Act of 1933, as amended, the Securities Exchange Act of 1934, as
amended, and the Private Securities Litigation Reform Act of 1995. These forward-looking statements may be identified by words such as “may,” “will,” “expect,” “intend,” “anticipate,”
“believe,” “estimate,” “plan,” “project,” “could,” “should,” “would,” “continue,” “seek,” “target,” “guidance,”
“outlook,” “if current trends continue,” “optimistic,” “forecast,” “medium term,” “long term,” and other similar words. Such statements include, but are not limited to,
statements about SLM’s (together with its subsidiaries, “Sallie Mae”) plans, objectives, expectations, intentions, estimates and strategies for the future, and other statements that are not historical facts. These forward-looking
statements are based on Sallie Mae’s current objectives, beliefs and expectations, and they are subject to significant risks and uncertainties that may cause actual results and financial position and timing of certain events to differ
materially from the information in the forward-looking statements. These risks and uncertainties include, among others, those set forth in Item 1A. “Risk Factors” and elsewhere in the SLM’s most recently filed Annual Report on Form
10-K, and other risks and uncertainties discussed from time to time in the SLM’s other filings with the Securities and Exchange Commission. Additionally, there may be other factors of which Sallie Mae is
not currently aware that may affect matters discussed in the forward-looking statements and may also cause actual results to differ materially from those discussed. Sallie Mae does not assume any obligation to publicly update, revise, or supplement
any forward-looking statement to reflect actual results, changes in assumptions or changes in other factors affecting these forward-looking statements that occur after the date such statements were made. Any forward-looking statements speak only as
of the date hereof or as of the dates indicated in the statement. In light of these risks, uncertainties, and assumptions, you should not put undue reliance on any forward-looking statements herein.
Contacts:
Media
media@salliemae.com
Investors
IR@salliemae.com
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