Form 8-K

8-K — SLM Corp

Accession: 0001193125-26-225683

Filed: 2026-05-15

Period: 2026-05-15

CIK: 0001032033

SIC: 6141 (PERSONAL CREDIT INSTITUTIONS)

Item: Entry into a Material Definitive Agreement

Item: Other Events

Item: Financial Statements and Exhibits

Documents

8-K — d672122d8k.htm (Primary)

EX-1.1 (d672122dex11.htm)

EX-4.1 (d672122dex41.htm)

EX-4.2 (d672122dex42.htm)

EX-5.1 (d672122dex51.htm)

GRAPHIC (g672122dsp32.jpg)

GRAPHIC (g672122g0514122717476.jpg)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K

8-K (Primary)

Filename: d672122d8k.htm · Sequence: 1

8-K

SLM Corp false 0001032033 0001032033 2026-05-15 2026-05-15 0001032033 us-gaap:CommonStockMember 2026-05-15 2026-05-15 0001032033 us-gaap:SeriesBPreferredStockMember 2026-05-15 2026-05-15

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 15, 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 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.

ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.

(d)

Exhibits

Exhibit

Number

Description

1.1

Underwriting Agreement, dated May 6, 2026, among SLM Corporation, J.P. Morgan Securities LLC and Barclays Capital Inc., as representatives of the several underwriters named therein

4.1

Fifth Supplemental Indenture dated as of May 15, 2026, between SLM Corporation and Deutsche Bank National Trust Company, as trustee

4.2

Form of Fixed-to-Floating Rate Senior Note due 2032

5.1

Opinion of Davis Polk & Wardwell LLP

23.1

Consent of Davis Polk & Wardwell LLP (included in Exhibit 5.1)

104

The cover page from this Current Report on Form 8-K, formatted in Inline XBRL

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 15, 2026

SLM CORPORATION

By:

/s/ Peter M. Graham

Name:

Peter M. Graham

Title:

Co-President and Chief Financial Officer

EX-1.1

Filename: d672122dex11.htm · Sequence: 2

EX-1.1

Exhibit 1.1

SLM Corporation

$500,000,000 6.495% Fixed-to-Floating Rate Senior Notes due

2032

Underwriting Agreement

May 6, 2026

J.P. Morgan Securities LLC

Barclays Capital Inc.

As Representatives of the

Underwriters named in Schedule I hereto

c/o J.P. Morgan Securities LLC

270 Park Avenue

New York, New York 10017

c/o Barclays Capital Inc.

745 7th Avenue

New York, New York 10019

Ladies and Gentlemen:

SLM Corporation, a

Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the several underwriters named in Schedule I hereto (each an “Underwriter” and

collectively, the “Underwriters”), for whom J.P. Morgan Securities LLC and Barclays Capital Inc. are acting as representatives (the “Representatives”), an aggregate of $500,000,000 principal amount of the

Company’s 6.495% Fixed-to-Floating Rate Senior Notes due 2032 (the “Securities”). The Securities will be issued pursuant to an indenture, dated

as of June 17, 2015 (the “Base Indenture”), between the Company and Deutsche Bank National Trust Company, as trustee (the “Trustee”), as supplemented by that certain First Supplemental Indenture, dated as

of April 5, 2017 (the “First Supplemental Indenture”), between the Company and the Trustee, as further supplemented by that certain Second Supplemental Indenture, dated as of October 29, 2020 (the “Second

Supplemental Indenture”), between the Company and the Trustee, as further supplemented by that certain Third Supplemental Indenture, dated as of November 1, 2021 (the “Third Supplemental Indenture”), between the

Company and the Trustee, as further supplemented by that certain Fourth Supplemental Indenture, dated as of January 31, 2025 (the “Fourth Supplemental Indenture”), between the Company and the Trustee, as further supplemented

by that certain Fifth Supplemental Indenture, to be dated as of May 15, 2026 (the “Fifth Supplemental Indenture”), between the Company and the Trustee. The Base Indenture, as supplemented by the First Supplemental Indenture,

the Second Supplemental Indenture, the Third Supplemental Indenture, the Fourth Supplemental Indenture and the Fifth Supplemental Indenture, is referred to herein as the “Indenture.” As used herein, the term

“subsidiaries” refers to all subsidiaries of the Company, including, without limitation, Sallie Mae Bank.

1. The Company represents and warrants to, and agrees with, each of the Underwriters that:

(a) An “automatic shelf registration statement” as defined under Rule 405 under the Securities Act of 1933, as

amended (the “Act”), on Form S-3 (File No. 333-281147) in respect of the Securities has been filed with the Securities and Exchange Commission

(the “Commission”) not earlier than three years prior to the date hereof; such registration statement, and any post-effective amendment thereto, became effective on filing; and no stop order suspending the effectiveness of such

registration statement or any part thereof has been issued and no proceeding for that purpose has been initiated or, to the knowledge of the Company, threatened by the Commission, and no notice of objection of the Commission to the use of such

registration statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) under the Act has been received by the Company (the base prospectus filed as part of such registration statement, in the form in which it has most recently

been filed with the Commission on or prior to the date of this Agreement, is hereinafter called the “Basic Prospectus”; any preliminary prospectus (including any preliminary prospectus supplement) relating to the Securities filed

with the Commission pursuant to Rule 424(b) under the Act is hereinafter called a “Preliminary Prospectus”; the various parts of such registration statement, including all exhibits thereto but excluding Form T-1 and including any prospectus supplement relating to the Securities that is filed with the Commission and deemed by virtue of Rule 430B to be part of such registration statement, each as amended at the time such

part of the registration statement became effective, are hereinafter collectively called the “Registration Statement”; the Basic Prospectus, as amended and supplemented immediately prior to the Applicable Time (as defined in

Section 1(c) hereof), is hereinafter called the “Pricing Prospectus”; the form of the final prospectus relating to the Securities filed with the Commission pursuant to Rule 424(b) under the Act in accordance with

Section 5(a) hereof is hereinafter called the “Prospectus”; any reference herein to the Basic Prospectus, the Pricing Prospectus, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include the

documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Act, as of the date of such prospectus; any reference to any amendment or supplement to the Basic Prospectus, any

Preliminary Prospectus or the Prospectus shall be deemed to refer to and include any post-effective amendment to the Registration Statement, any prospectus supplement relating to the Securities filed with the Commission pursuant to Rule 424(b) under

the Act and any documents filed under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and incorporated therein, in each case after the date of the Basic Prospectus, such Preliminary Prospectus, or the

Prospectus, as the case may be; any reference to any amendment to the Registration Statement shall be deemed to refer to and include any annual report of the Company filed pursuant to Section 13(a) or 15(d) of the Exchange Act after the

effective date of the Registration Statement that is incorporated by reference in the Registration Statement; and any “issuer free writing prospectus” as defined in Rule 433 under the Act relating to the Securities is hereinafter called

an “Issuer Free Writing Prospectus”;

(b) No order preventing or suspending the use of any Preliminary Prospectus

or any Issuer Free Writing Prospectus has been issued by the Commission, and each Preliminary Prospectus, at the time of filing thereof, conformed in all material respects to the requirements of the Act and the Trust Indenture Act of 1939, as

amended (the “Trust Indenture Act”), and the rules and regulations of the Commission thereunder, and did not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or

necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that this representation and warranty shall not apply to any statements or omissions made in reliance upon and

in conformity with information furnished in writing to the Company by an Underwriter expressly for use therein, it being understood and agreed that the only such information is that described as such in Section 9(b) hereof;

this Agreement; the Pricing Prospectus as supplemented by the final term sheet prepared and filed pursuant to Section 5(a) hereof, taken together (collectively, the “Pricing Disclosure Package”) as of the Applicable Time, did

not include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; and each Issuer Free Writing

Prospectus listed on Schedule II(a) hereto does not conflict with the information contained in the Registration Statement, the Pricing Prospectus or the Prospectus, and each such Issuer Free Writing Prospectus, as supplemented by and taken

together with the Pricing Disclosure Package as of the Applicable Time, did not include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances

under which they were made, not misleading; provided, however, that this representation and warranty shall not apply to statements or omissions made in an Issuer Free Writing Prospectus in reliance upon and in conformity with information furnished

in writing to the Company by an Underwriter expressly for use therein, it being understood and agreed that the only such information is that described as such in Section 9(b) hereof;

(d) The documents incorporated by reference in the Pricing Prospectus and the Prospectus, when they became effective or were

filed with the Commission, as the case may be, conformed in all material respects to the requirements of the Act or the Exchange Act, as applicable, and the rules and regulations of the Commission thereunder, and none of such documents contained an

untrue statement of a material fact or omitted to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; any further documents so filed and incorporated by

reference in the Prospectus or any further amendment or supplement thereto, when such documents become effective or are filed with the Commission, as the case may be, will conform in all material respects to the requirements of the Act or the

Exchange Act, as applicable, and the rules and regulations of the Commission thereunder and will not contain an untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the

circumstances under which they were made, not misleading; provided, however, that this representation and warranty shall not apply to any statements or omissions made in reliance upon and in conformity with information furnished in writing to the

Company by an Underwriter expressly for use therein, it being understood and agreed that the only such information is that described as such in Section 9(b) hereof; and no such documents were filed with the Commission since the

Commission’s close of business on the business day immediately prior to the date of this Agreement and prior to the execution of this Agreement, except as set forth on Schedule II(b) hereto;

(e) The Registration Statement conforms, and the Prospectus and any further

amendments or supplements to the Registration Statement and the Prospectus will conform, in all material respects to the requirements of the Act and the Trust Indenture Act and the rules and regulations of the Commission thereunder and do not and

will not, as of the applicable effective date as to each part of the Registration Statement and as of the applicable filing date as to the Prospectus and any amendment or supplement thereto, contain an untrue statement of a material fact or omit to

state a material fact required to be stated therein or necessary to make the statements therein not misleading; provided, however, that this representation and warranty shall not apply to any statements or omissions made in reliance upon and in

conformity with information furnished in writing to the Company by an Underwriter expressly for use therein, it being understood and agreed that the only such information is that described as such in Section 9(b) hereof;

(f) Neither the Company nor any of its subsidiaries has sustained since the date of the latest audited financial statements

included or incorporated by reference in the Pricing Prospectus any material loss or interference with its business from fire, explosion, flood or other calamity, whether or not covered by insurance, or from any labor dispute or court or

governmental action, order or decree, otherwise than as set forth or contemplated in the Pricing Prospectus; and, since the respective dates as of which information is given in the Registration Statement and the Pricing Prospectus, there has not

been any change in the capital stock or long term debt of the Company or any of its subsidiaries or any material adverse change, or any development involving a prospective material adverse change, in or affecting the general affairs, management,

financial position, stockholders’ equity or results of operations of the Company and its subsidiaries, otherwise than as set forth or contemplated in the Pricing Prospectus;

(g) The Company and its subsidiaries have good and marketable title in fee simple to all real property and good and marketable

title to all personal property owned by them, in each case free and clear of all liens, encumbrances and defects except such as are described in the Pricing Prospectus or such as (i) do not interfere with the use made and proposed to be made of

such property by the Company and its subsidiaries or (ii) would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the current or future financial position, stockholders’ equity or results

of operations of the Company and its subsidiaries (a “Material Adverse Effect”); and any real property and buildings held under lease by the Company and its subsidiaries are held by them under valid, subsisting and enforceable

leases except such as are described in the Pricing Prospectus or such as (i) do not interfere with the use made and proposed to be made of such property and buildings by the Company and its subsidiaries or (ii) could not, individually or

in the aggregate, reasonably be expected to have a Material Adverse Effect;

(h) The Company has been duly incorporated or formed and is validly existing

as a corporation in good standing under the laws of the State of Delaware, with power and authority (corporate and other) to own its properties and conduct its business as described in the Pricing Prospectus, and has been duly qualified as a foreign

corporation for the transaction of business and is in good standing under the laws of each other jurisdiction in which it owns or leases properties or conducts any business so as to require such qualification, except where the failure to be so

qualified would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; and Sallie Mae Bank is the only subsidiary of the Company that is a “significant subsidiary” (as such term is defined in

Rule 1-02 of Regulation S-X promulgated by the Commission) of the Company and is a Utah industrial bank duly organized, validly existing and in good standing under the

laws of the State of Utah;

(i) The Company has an authorized capitalization as set forth in the Pricing Prospectus, and

all of the issued shares of capital stock of the Company have been duly and validly authorized and issued and are fully paid and non-assessable; and all of the issued shares of capital stock of each subsidiary

of the Company have been duly and validly authorized and issued, are fully paid and non-assessable and (except for directors’ qualifying shares) are owned directly or indirectly by the Company, free and

clear of all liens, encumbrances, equities or claims; and no subsidiary is currently prohibited, directly or indirectly, from paying any dividends to the Company, from making any other distribution on such subsidiary capital stock, from repaying to

the Company any loans or advances to such subsidiary from the Company or from transferring any of such subsidiary’s property or assets to the Company or any other subsidiary of the Company except as described in or contemplated by the Pricing

Prospectus and applicable banking laws and regulations;

(j) The Securities have been duly authorized by the Company and,

when executed and authenticated in accordance with the provisions of the Indenture and delivered to and paid for by the Underwriters in accordance with this Agreement, will constitute valid and legally binding obligations of the Company, entitled to

the benefits of the Indenture, and enforceable against the Company in accordance with their terms, subject, as to enforcement, to applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general applicability relating to, or

affecting, creditors’ rights and to general principles of equity, regardless of whether enforceability is considered in a proceeding at law or in equity (collectively, the “Enforceability Exceptions”); the Indenture has been

duly authorized by the Company and duly qualified under the Trust Indenture Act and, when the Fifth Supplemental Indenture has been executed and delivered by the Company and the Trustee, the Indenture will constitute a valid and legally binding

instrument of the Company, enforceable in accordance with its terms, subject, as to enforcement, to the Enforceability Exceptions;

(k) The Securities and the Indenture will conform to the descriptions thereof in the Pricing Disclosure Package and the

Prospectus;

(l) This Agreement has been duly authorized, executed and delivered by the Company;

(m) The issue and sale of the Securities and the compliance by the Company

with all of the provisions of the Securities, the Indenture and this Agreement and the consummation of the transactions herein and therein contemplated (a) will not conflict with or result in a breach or violation of any of the terms or

provisions of, or constitute a default under, any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which the Company or any of its subsidiaries is a party or by which the Company or any of its subsidiaries is

bound or to which any of the property or assets of the Company or any of its subsidiaries is subject, except such as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, nor (b) will such action

result in any violation of (i) the provisions of the Certificate of Incorporation or By-laws of the Company, (ii) any statute, or (iii) any order, rule or regulation of any court or governmental

agency or body having jurisdiction over the Company or any of its subsidiaries or any of their properties (including, without limitation, the Federal Deposit Insurance Corporation (the “FDIC”)) except in the case of clause (b)(ii)

and (b)(iii), any such violation as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; and no consent, approval, authorization, order, registration or qualification of or with any such court or

governmental agency or body (including, without limitation, the FDIC) is required for the issue and sale of the Securities or the consummation by the Company of the transactions contemplated by this Agreement or the Indenture except such as have

been obtained under the Act, from the FDIC and under the Trust Indenture Act and such consents, approvals, authorizations, registrations or qualifications as may be required under state securities or Blue Sky laws in connection with the purchase and

distribution of the Securities by the Underwriters;

(n) The Company and its subsidiaries have all necessary licenses,

authorizations, consents and approvals and have made all necessary filings required under any applicable law, regulation or rule, and have obtained all necessary licenses, authorizations, consents and approvals from other persons (including, without

limitation, the FDIC), in order to conduct their businesses, except where the absence of such license, authorization, consent or approval or filing would not, individually or in the aggregate, be reasonably expected to have a Material Adverse

Effect; neither the Company nor any of its subsidiaries is in violation or default under, or has received notice of any proceedings relating to revocation or modification of any such license, authorization, consent, approval or filing or any

federal, state, local or foreign law, regulation or rule or any decree, order or judgment applicable to the Company and its subsidiaries, except where such violation, default, revocation or modification would not, individually or in the aggregate,

be reasonably expected to have a Material Adverse Effect;

(o) Neither the Company nor any of its subsidiaries is

(i) in violation of its Certificate of Incorporation or By-laws, (ii) in default in the performance or observance of any obligation, covenant or condition contained in any indenture, mortgage, deed

of trust, loan agreement, lease or other agreement or instrument to which it is a party or by which it or any of its properties may be bound or (iii) in violation of any law or statute or any decree, judgment, order, rule or regulation of any

court or arbitrator or governmental or regulatory authority (including, without limitation, the FDIC), applicable to it or any of its properties, except, in the cases of clauses (ii) and (iii) above, for any such default or violation that would

not, individually or in the aggregate, have a Material Adverse Effect;

(p) The statements set forth in the Pricing Prospectus and the Prospectus

under the caption “Description of the Notes,” insofar as they purport to constitute a summary of the terms of the Securities, and under the caption “Material U.S. Federal Income Tax Consequences” and under the caption

“Underwriting,” insofar as they purport to describe the provisions of the laws and documents referred to therein, are accurate and fair in all material respects;

(q) Other than as set forth in the Pricing Prospectus, there are no legal or governmental proceedings or actions, suits,

claims, investigations or proceedings pending or, to the Company’s knowledge, threatened or contemplated to which the Company or any of its subsidiaries or any of their respective directors or officers is or would be a party or of which any of

their respective properties is or would be subject at law or in equity, before or by any federal, state, local or foreign governmental or regulatory commission, board, body, authority or agency (including, without limitation, the FDIC), or before or

by any self-regulatory organization or other non-governmental regulatory authority (including, without limitation, NASDAQ), except any such action, suit, claim, investigation or proceeding which, if resolved

adversely to the Company or any subsidiary would not, individually or in the aggregate, have a Material Adverse Effect;

(r) The Company is not and, after giving effect to the offering and sale of the Securities and the application of the proceeds

thereof, will not be required to register as, an “investment company”, as such term is defined in the Investment Company Act of 1940, as amended (the “Investment Company Act”);

(s) (i)(A) At the time of filing the Registration Statement, (B) at the time of the most recent amendment thereto for the

purposes of complying with Section 10(a)(3) of the Act (whether such amendment was by post-effective amendment, incorporated report filed pursuant to Section 13 or 15(d) of the Exchange Act or form of prospectus), and (C) at the time

the Company or any person acting on its behalf (within the meaning, for this clause only, of Rule 163(c) under the Act) made any offer relating to the Securities in reliance on the exemption of Rule 163 under the Act, the Company was a

“well-known seasoned issuer” as defined in Rule 405 under the Act; and (ii) at the earliest time after the filing of the Registration Statement that the Company or another offering participant made a bona fide offer (within the

meaning of Rule 164(h)(2) under the Act) of the Securities, the Company was not an “ineligible issuer” as defined in Rule 405 under the Act;

(t) KPMG LLP, whose report on the consolidated financial statements of the Company and its subsidiaries is incorporated by

reference in the Registration Statement, the Pricing Disclosure Package and the Prospectus, and who have audited the Company’s internal control over financial reporting and management’s assessment thereof, are independent public

accountants as required by the Act and the rules and regulations of the Commission thereunder and by the rules of the Public Company Accounting Oversight Board;

(u) The Company and its subsidiaries, on a consolidated basis, maintain a

system of internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management’s general or specific authorization, (ii) transactions are recorded as necessary to

permit preparation of financial statements in conformity with generally accepted accounting principles and to maintain asset accountability, (iii) access to assets is permitted only in accordance with management’s general or specific

authorization and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. The Company’s and its subsidiaries’ internal

control over financial reporting is effective and the Company is not aware of any material weaknesses in its and its subsidiaries’ internal control over financial reporting;

(v) The Company has established and maintains and evaluates “disclosure controls and procedures” (as such term is

defined in Rule 13a-15 and 14d-15 under the Exchange Act) and “internal control over financial reporting” (as such term is defined in Rule 13a-15 and 15d-15 under the Exchange Act); such disclosure controls and procedures are designed to ensure that material information relating to the Company, including its

consolidated subsidiaries, is made known to the Company’s Chief Executive Officer and its Chief Financial Officer (or persons performing such functions) by others within those entities, and such disclosure controls and procedures are effective

to perform the functions for which they were established; the Company’s independent auditors and the Audit Committee of the Board of Directors of the Company have been advised of: (i) all significant deficiencies, if any, in the design or

operation of internal controls which could adversely affect the Company’s ability to record, process, summarize and report financial data and (ii) all fraud, if any, whether or not material, that involves management or other employees who

have a role in the Company’s internal controls; all material weaknesses, if any, in internal controls have been identified to the Company’s independent auditors; all “significant deficiencies” and “material

weaknesses” (as such terms are defined in Rule 1-02(a)(4) of Regulation S-X under the Act), if any, of the Company have been disclosed in the Registration

Statement (excluding the exhibits thereto), the Pricing Prospectus and the Prospectus; since the date of the most recent evaluation of such disclosure controls and procedures and internal controls, there have been no significant changes in internal

controls or in other factors that could significantly affect internal controls, including any corrective actions with regard to significant deficiencies and material weaknesses, if any; the principal executive and financial officers (or their

equivalents) of the Company have made all certifications required by the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”) and any related rules and regulations promulgated by the Commission, and the statements contained in

each such certification are complete and correct; the Company, its subsidiaries and the Company’s directors and officers are each in compliance in all material respects with all applicable effective provisions of the Sarbanes-Oxley Act and the

rules and regulations of the Commission and NASDAQ promulgated thereunder;

(w) The financial statements and statistical data included in the

Registration Statement, the Pricing Disclosure Package and the Prospectus present fairly the financial position of the Company and its subsidiaries as of the dates shown and their results of operations and cash flows for the periods shown, and such

financial statements have been prepared in compliance with the Act and the Exchange Act and in conformity with the generally accepted accounting principles in the United States (“GAAP”) applied on a consistent basis; and any

schedules included in the Registration Statement present fairly the information required to be stated therein. All non-GAAP financial information included in the Registration Statement, if any, complies with

the requirements of Item 10 of Regulation S-K under the Securities Act;

(x)

Neither the Company nor any of its subsidiaries nor, to the knowledge of the Company, any director, officer, agent, employee, affiliate or other person associated with or acting on behalf of the Company or any of its subsidiaries has (i) used

any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity; (ii) made or taken an act in furtherance of an offer, promise or authorization of any direct or indirect unlawful

payment or benefit to any foreign or domestic government official or employee, including of any government-owned or controlled entity or of a public international organization, or any person acting in an official capacity for or on behalf of any of

the foregoing, or any political party or party official or candidate for political office; (iii) violated or is in violation of any provision of the Foreign Corrupt Practices Act of 1977, as amended, or any applicable law or regulation

implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, or committed an offence under the Bribery Act 2010 of the United Kingdom, or any other applicable anti-bribery or

anti-corruption law; or (iv) made, offered, agreed, requested or taken an act in furtherance of any unlawful bribe or other unlawful benefit, including, without limitation, any rebate, payoff, influence payment, kickback or other unlawful or

improper payment or benefit. The Company and its subsidiaries have instituted, maintain and enforce, and will continue to maintain and enforce, policies and procedures designed to promote and ensure compliance with all applicable anti-bribery and

anti-corruption laws;

(y) The operations of the Company and its subsidiaries are and have been conducted at all times in

compliance with applicable financial recordkeeping and reporting requirements, including those of the Currency and Foreign Transactions Reporting Act of 1970, as amended, the applicable money laundering statutes of all jurisdictions where the

Company or any of its subsidiaries conducts business, the rules and regulations thereunder and any related or similar rules, regulations or guidelines, issued, administered or enforced by any governmental agency (collectively, the

“Anti-Money Laundering Laws”), and no action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Company or any of its subsidiaries with respect to the Anti-Money

Laundering Laws is pending or, to the knowledge of the Company, threatened;

(z) None of the Company, any of its

subsidiaries or, to the knowledge of the Company, any director, officer, agent, employee or affiliate of the Company or any of its subsidiaries is currently the subject or the target of any sanctions administered or enforced by the U.S. government,

(including, without limitation, the Office of Foreign Assets Control of the U.S. Department of the Treasury (“OFAC”) or the U.S. Department of State and including, without limitation, the designation as a “specially

designated national” or “blocked person”), the United Nations Security Council (“UNSC”), the European Union, His Majesty’s Treasury (“HMT”), or other relevant sanctions authority

(collectively, “Sanctions”), nor is the Company, any of its subsidiaries located, organized or resident in a country or territory that is the subject or target of Sanctions,

including, without limitation, each of the so-called Donetsk People’s Republic and Luhansk People’s Republic, the non-government controlled areas of the

Zaporizhzhia and Kherson regions and the Crimea region of Ukraine, Cuba, Iran, North Korea and Syria (with respect to Syria only until July 1, 2025) (each, a “Sanctioned Country”); and the Company will not directly or

indirectly use the proceeds of the offering of the Securities hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity (i) to fund or facilitate any activities

of or business with any person that, at the time of such funding or facilitation, is the subject or target of Sanctions, (ii) to fund or facilitate any activities of or business in any Sanctioned Country or (iii) in any other manner that

will result in a violation by any person (including any person participating in the transaction, whether as underwriter, initial purchaser, advisor, investor or otherwise) of Sanctions. Since April 24, 2019, the Company and its subsidiaries

have not knowingly engaged in, are not now knowingly engaged in any dealings or transactions with any person that at the time of the dealing or transaction is or was the subject or the target of Sanctions or with any Sanctioned Country;

(aa) The Company and its subsidiaries (i) are in compliance with any and all applicable federal, state, local and foreign

laws, rules, regulations, requirements, decisions and orders relating to the protection of human health and safety, the environment or hazardous or toxic substances or wastes, pollutants, contaminants (collectively, “Environmental

Laws”); (ii) have received and are in compliance with all permits, licenses, certificates or other authorizations or approvals required of them under applicable Environmental Laws to conduct their respective businesses; and (iii) have

not received notice of any actual or potential liability for the investigation or remediation of any disposal or release of hazardous or toxic substances or wastes, pollutants or contaminants; and there are no costs or liabilities associated with

Environmental Laws of or relating to the Company or its subsidiaries, except in each case above, for any such failure to comply, or failure to receive required permits, licenses or approvals, or cost or liability, as would not, individually or in

the aggregate, reasonably be expected to have a Material Adverse Effect.

(bb) The Company and its subsidiaries’

information technology assets and equipment, computers, systems, networks, hardware, software, websites, applications, and databases (collectively, “IT Systems”) are adequate for, and operate and perform in all material respects

as required in connection with the operation of the business of the Company and its subsidiaries as currently conducted, free and clear of all material bugs, errors, defects, Trojan horses, time bombs, malware and other corruptants. Except as would

not, singly or in the aggregate, reasonably be expected to have a Material Adverse Effect, (i) the Company and its subsidiaries have implemented and maintained commercially reasonable controls, policies, procedures, and safeguards to maintain

and protect their material confidential information and the integrity, continuous operation, redundancy and security of all IT Systems and data (including all personal, personally identifiable, sensitive, confidential or regulated data

(“Personal Data”)) used in connection with their businesses, and (ii) there have been no breaches, violations, outages

or unauthorized uses of or accesses to the same, except for those that have been remedied without material cost or liability or the duty to notify any other person, nor any incidents under

internal review or investigations relating to the same. Except as would not, singly or in the aggregate, reasonably be expected to have a Material Adverse Effect, the Company and its subsidiaries are presently in compliance with all applicable laws

or statutes and all applicable judgments, orders, rules and regulations of any court or arbitrator or governmental or regulatory authority, internal policies and contractual obligations relating to (A) machine learning or other artificial

intelligence technologies, (B) the privacy and security of IT Systems and Personal Data, and (C) the protection of such IT Systems and Personal Data from unauthorized use, access, misappropriation or modification.

2. Subject to the terms and conditions set forth herein, the Company agrees to issue and sell to each of the Underwriters, and each of the

Underwriters agrees, severally and not jointly, to purchase from the Company, at a purchase price of 99.000% of the principal amount thereof, plus accrued interest, if any, from May 15, 2026 to the Time of Delivery (as defined below) hereunder,

the principal amount of Securities set forth opposite the name of such Underwriter in Schedule I hereto.

3. Upon the authorization by the

Underwriters of the release of the Securities, the Underwriters propose to offer the Securities for sale upon the terms and conditions set forth in the Prospectus.

4. (a) The Securities to be purchased by each Underwriter will be represented by one or more definitive global securities in book-entry form

which will be deposited by or on behalf of the Company with The Depository Trust Company (“DTC”) or its designated custodian. The Company will deliver the Securities to J.P. Morgan Securities LLC, for the account of each

Underwriter, against payment by or on behalf of such Underwriter of the purchase price therefor by wire transfer of Federal (same-day) funds to the account(s) specified by the Company to J.P. Morgan Securities

LLC at least 48 hours in advance, by causing DTC to credit the Securities to the account of J.P. Morgan Securities LLC at DTC. The Company will cause the certificates representing the Securities to be made available to J.P. Morgan Securities LLC for

checking at least 24 hours prior to the Time of Delivery (as defined below) at the office of DTC or its designated custodian (the “Designated Office”). The time and date of such delivery and payment shall be 9:30 a.m., New York

City time, on May 15, 2026 or such other time and date as J.P. Morgan Securities LLC and the Company may agree upon in writing. Such time and date are herein called the “Time of Delivery.”

(b) The documents to be delivered at the Time of Delivery by or on behalf of the parties hereto pursuant to Section 8 hereof, including

the cross-receipt for the Securities and any additional documents reasonably requested by the Representatives pursuant to Section 8(j) hereof, will be delivered at the offices of Simpson Thacher & Bartlett LLP, 425 Lexington Avenue,

New York, New York 10017 (the “Closing Location”), and the Securities will be delivered at the Designated Office, all at the Time of Delivery. A meeting will be held at the Closing Location at 4:00 p.m., New York City time,

on the New York Business Day next preceding the Time of Delivery, at which meeting the final drafts of the documents to be delivered pursuant to the preceding sentence will be available for review by the parties hereto.

For the purposes of this Section 4, “New York Business Day” shall mean each Monday, Tuesday, Wednesday, Thursday and Friday that is not a day on which banking institutions

in New York City are generally authorized or obligated by law or executive order to close.

5. The Company agrees with each of the

Underwriters:

(a) To prepare the Prospectus in a form approved by the Representatives and to file such Prospectus pursuant to Rule 424(b)

under the Act not later than the Commission’s close of business on the second business day following the date of this Agreement; to make no further amendment or any supplement to the Registration Statement, the Basic Prospectus or the

Prospectus prior to the Time of Delivery which shall be reasonably disapproved by the Representatives promptly after reasonable notice thereof; to advise the Representatives, promptly after it receives notice thereof, of the time when any amendment

to the Registration Statement has been filed or becomes effective or any amendment or supplement to the Prospectus has been filed and to furnish the Representatives with copies thereof; to prepare a final term sheet, containing solely a description

of the Securities, in a form reasonably satisfactory to the Representatives and to file such term sheet pursuant to Rule 433(d) under the Act within the time required by such Rule; to file all other material required to be filed by the Company

with the Commission pursuant to Rule 433(d) under the Act within the time required by such rule; to file within the applicable time periods specified by the Exchange Act all reports and any definitive proxy or information statements required to be

filed by the Company with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date of the Prospectus and for so long as the delivery of a prospectus (or in lieu thereof, the notice referred to in

Rule 173(a) under the Act) is required in connection with the offering or sale of the Securities; to advise the Representatives promptly after it receives notice thereof, of the issuance by the Commission of any stop order or of any order preventing

or suspending the use of any Preliminary Prospectus or other prospectus in respect of the Securities, of any notice of objection of the Commission to the use of the Registration Statement or any post-effective amendment thereto pursuant to Rule

401(g)(2) under the Act, of the suspension of the qualification of the Securities for offering or sale in any jurisdiction, of the initiation or threatening of any proceeding for any such purpose, or of any request by the Commission for the amending

or supplementing of the Registration Statement or the Prospectus or for additional information; and, in the event of the issuance of any stop order or of any order preventing or suspending the use of any Preliminary Prospectus or other prospectus or

suspending any such qualification, to promptly use its reasonable best efforts to obtain the withdrawal of such order; and in the event of any such issuance of a notice of objection, promptly to take such steps including, without limitation,

amending the Registration Statement or filing a new registration statement, at its own expense, as may be reasonably necessary to permit offers and sales of the Securities by the Underwriters (references herein to the Registration Statement shall

include any such amendment or new registration statement);

(b) If required by Rule 430B(h) under the Act, to prepare a form of prospectus

in a form approved by the Representatives and to file such form of prospectus pursuant to Rule 424(b) under the Act not later than may be required by Rule 424(b) under the Act; and to make no further amendment or supplement to such form of

prospectus which shall be disapproved by the Representatives promptly after reasonable notice thereof;

Securities for offering and sale under the securities laws of such jurisdictions as the Representatives may reasonably request and to comply with such laws so as to permit the continuance of sales and dealings therein in such jurisdictions for as

long as may be reasonably necessary to complete the distribution of the Securities, provided that in connection therewith the Company shall not be required to qualify as a foreign corporation or to file a general consent to service of process in any

jurisdiction;

(d) Prior to 10:00 a.m., New York City time, on the New York Business Day next succeeding the date of this Agreement and

from time to time, to furnish the Underwriters with written and electronic copies of the Prospectus in New York City in such quantities as the Underwriters may reasonably request, and, if the delivery of a prospectus (or in lieu thereof, the notice

referred to in Rule 173(a) under the Act) is required at any time prior to the expiration of nine months after the time of issue of the Prospectus in connection with the offering or sale of the Securities and if at such time any event shall have

occurred as a result of which the Prospectus as then amended or supplemented would include an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances

under which they were made when such Prospectus (or in lieu thereof, the notice referred to in Rule 173(a) under the Act) is delivered, not misleading, or, if for any other reason it shall be necessary during such same period to amend or supplement

the Prospectus or to file under the Exchange Act any document incorporated by reference in the Prospectus in order to comply with the Act, the Exchange Act or the Trust Indenture Act, to notify the Representatives and upon their request to file such

document and to prepare and furnish without charge to each Underwriter and to any dealer in securities as many written and electronic copies as they may from time to time reasonably request of an amended Prospectus or a supplement to the Prospectus

which will correct such statement or omission or effect such compliance; and in case any Underwriter is required to deliver a prospectus (or in lieu thereof, the notice referred to in Rule 173(a) under the Act) in connection with sales of any of the

Securities at any time nine months or more after the time of issue of the Prospectus, upon the request of such Underwriter but at the expense of such Underwriter, to prepare and deliver to such Underwriter as many written and electronic copies as it

may reasonably request of an amended or supplemented Prospectus complying with Section 10(a)(3) of the Act;

(e) To make generally

available to its securityholders as soon as practicable, but in any event not later than sixteen months after the effective date of the Registration Statement (as defined in Rule 158(c) under the Act), an earnings statement of the Company and its

subsidiaries (which need not be audited) complying with Section 11(a) of the Act and the rules and regulations of the Commission thereunder (including, at the option of the Company, Rule 158);

(f) During the period beginning from the date hereof and continuing to and including the Time of Delivery, not to offer, sell, contract to

sell, pledge, grant any option to purchase, make any short sale or otherwise transfer or dispose of, directly or indirectly, or file with the Commission a registration statement under the Act relating to any securities of the Company that are

substantially similar to the Securities, or publicly disclose the intention to make any such offer, sale, pledge, disposition or filing;

(g) To pay the required Commission filing fees relating to the Securities within the time

required by Rule 456(b)(1) under the Act without regard to the proviso therein and otherwise in accordance with Rules 456(b) and 457(r) under the Act; and

(h) To use the net proceeds received by it from the sale of the Securities pursuant to this Agreement in the manner specified in the Pricing

Prospectus under the caption “Use of Proceeds.”

(a) (i) The Company represents and agrees that, other than the final term sheet prepared and filed pursuant to Section 5(a) hereof,

without the prior consent of the Representatives, it has not made and will not make any offer relating to the Securities that would constitute a “free writing prospectus” as defined in Rule 405 under the Act;

(ii) Each Underwriter represents and agrees that, without the prior consent of the Company and each other Underwriter, other than one or more

term sheets relating to the Securities containing customary information and conveyed to purchasers of Securities, it has not made and will not make any offer relating to the Securities that would constitute a free writing prospectus; and

(iii) The Company and the Underwriters acknowledge that any such free writing prospectus the use of which has been consented to by the Company

and the Representatives (including the final term sheet prepared and filed pursuant to Section 5(a) hereof) is listed on Schedule II(a) hereto;

(b) The Company has complied and will comply with the requirements of Rule 433 under the Act applicable to any Issuer Free Writing Prospectus,

including timely filing with the Commission or retention where required and legending; and

following issuance of an Issuer Free Writing Prospectus any event occurred or occurs as a result of which such Issuer Free Writing Prospectus would conflict with the information in the Registration Statement, the Pricing Prospectus or the Prospectus

or would include an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances then prevailing, not misleading, the Company will give prompt notice

thereof to the Representatives and, if reasonably requested by any Representative, will prepare and furnish without charge to each Underwriter an Issuer Free Writing Prospectus or other document which will correct such conflict, statement or

omission; provided, however, that this representation and warranty shall not apply to any statements or omissions in an Issuer Free Writing Prospectus made in reliance upon and in conformity with information furnished in writing to the Company by an

Underwriter expressly for use therein, it being understood and agreed that the only such information is that described as such in Section 9(b) hereof.

7. The Company covenants and agrees with the Underwriters that the Company will pay or cause

to be paid the following: (i) the fees, disbursements and expenses of the Company’s counsel, accountants and other advisors to the Company and in connection with the registration of the Securities under the Act and all other expenses in

connection with the preparation, printing, reproduction and filing of the Registration Statement, the Basic Prospectus, any Preliminary Prospectus, any Issuer Free Writing Prospectus and the Prospectus and amendments and supplements thereto and the

mailing and delivering of copies thereof to the Underwriters and dealers; (ii) the cost of printing or producing the Indenture, closing documents (including any compilations thereof) and any other documents in connection with the offering,

purchase, sale and delivery of the Securities; (iii) all expenses in connection with the qualification of the Securities for offering and sale under state securities laws as provided in Section 5(c) hereof; (iv) any fees charged by

securities rating services for rating the Securities; (v) the cost of preparing the Securities; (vi) the fees and expenses of the Trustee and any agent of the Trustee and the fees and disbursements of counsel for the Trustee in connection

with the Indenture and the Securities; and (vii) all other costs and expenses of the Company incident to the performance of its obligations hereunder which are not otherwise specifically provided for in this Section. It is understood, however,

that, except as provided in this Section 7 and Sections 9 and 12 hereof, each Underwriter will pay all of their own costs and expenses, including the fees of their counsel, transfer taxes on resale of any of the Securities by them, and any

advertising expenses connected with any offers they may make.

8. The obligations of the Underwriters hereunder shall be subject, in their

discretion, to the condition that all representations and warranties and other statements of the Company herein are, at and as of the Time of Delivery, true and correct, the condition that the Company shall have performed all of its obligations

hereunder theretofore to be performed, and the following additional conditions:

(a) The Prospectus shall have been filed with the

Commission pursuant to Rule 424(b) under the Act within the applicable time period prescribed for such filing by the rules and regulations under the Act and in accordance with Section 5(a) hereof; the final term sheet contemplated by

Section 5(a) hereof, and any other material required to be filed by the Company pursuant to Rule 433(d) under the Act, shall have been filed with the Commission within the applicable time periods prescribed for such filings by Rule 433; no stop

order suspending the effectiveness of the Registration Statement or any part thereof shall have been issued and no proceeding for that purpose shall have been initiated or threatened by the Commission and no notice of objection of the Commission to

the use of the Registration Statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) under the Act shall have been received; no stop order suspending or preventing the use of the Prospectus or any Issuer Free Writing Prospectus

shall have been initiated or threatened by the Commission; and all requests for additional information on the part of the Commission shall have been complied with to the reasonable satisfaction of the Representatives;

(b) On the date of this Agreement and on the Time of Delivery, the Company shall have furnished to the Representatives a certificate, dated

the respective dates of delivery thereof and addressed to the Underwriters, of its chief financial officer with respect to certain financial data contained in the Pricing Disclosure Package, providing “management comfort” with respect to

such information, in form and substance reasonably satisfactory to the Representatives.

counsel for the Underwriters, shall have furnished to the Underwriters such written opinion or opinions, dated the Time of Delivery, in form and substance satisfactory to the Representatives, and such counsel shall have received such papers and

information as they may reasonably request to enable them to represent the Underwriters;

(d) Davis Polk & Wardwell LLP, counsel for the Company, shall have furnished to the

Underwriters their written opinion, dated the Time of Delivery, in form and substance satisfactory to the Representatives;

(e) Nicolas

Jafarieh, Executive Vice President and Chief Legal, Government Affairs, and Communications Officer of the Company, shall have furnished to the Underwriters his written opinion, dated the Time of Delivery, in form and substance satisfactory to the

Representatives;

(f) On the date of this Agreement, at 9:30 a.m., New York City time, on the effective date of any post-effective

amendment to the Registration Statement filed subsequent to the date of this Agreement and also at the Time of Delivery, KPMG LLP shall have furnished to the Underwriters a letter or letters, dated the respective dates of delivery thereof, in form

and substance satisfactory to the Representatives;

(g) (i) Neither the Company nor any of its subsidiaries shall have sustained since the

date of the latest audited financial statements included or incorporated by reference in the Pricing Prospectus any loss or interference with its business from fire, explosion, flood or other calamity, whether or not covered by insurance, or from

any labor dispute or court or governmental action, order or decree, otherwise than as set forth or contemplated in the Pricing Prospectus, and (ii) since the respective dates as of which information is given in the Pricing Prospectus there

shall not have been any change in the capital stock or long term debt of the Company or any of its subsidiaries or any change, or any development involving a prospective change, in or affecting the general affairs, management, financial position,

stockholders’ equity or results of operations of the Company and its subsidiaries, otherwise than as set forth or contemplated in the Pricing Prospectus, the effect of which, in any such case described in clause (i) or (ii), is in the

judgment of the Representatives so material and adverse as to make it impracticable or inadvisable to proceed with the public offering or the delivery of the Securities on the terms and in the manner contemplated in the Prospectus;

(h) On or after the Applicable Time (i) no downgrading shall have occurred in the rating accorded the debt securities of the Company or

any of its subsidiaries by any “nationally recognized statistical rating organization,” as that term is defined by the Commission for purposes of Section 3(a)(62) of the Exchange Act, and (ii) no such organization shall have

publicly announced that it has under surveillance or review, with possible negative implications, its rating of any debt securities of the Company or any of its subsidiaries;

(i) On or after the Applicable Time there shall not have occurred any of the following: (i) a suspension or material limitation in

trading in securities generally on the New York Stock Exchange or on NASDAQ; (ii) a suspension or material limitation in trading in the Company’s securities on NASDAQ; (iii) a general moratorium on commercial banking activities

declared by either Federal or New York State authorities or a material disruption in commercial banking or securities settlement or clearance services in the United States; (iv) the outbreak or escalation of hostilities involving the United

States or the declaration by the United States of a

national emergency or war or (v) the occurrence of any other calamity or crisis or any change in financial, political or economic conditions in the United States or elsewhere, if the effect

of any such event specified in clause (iv) or (v) in the judgment of the Representatives makes it impracticable or inadvisable to proceed with the public offering or the delivery of the Securities on the terms and in the manner contemplated in

the Prospectus;

(j) The Company shall have complied with the provisions of Section 5(d) hereof with respect to the furnishing of

prospectuses on the New York Business Day next succeeding the date of this Agreement; and

(k) The Company shall have furnished or caused

to be furnished to the Underwriters at the Time of Delivery certificates of officers of the Company satisfactory to the Representatives as to the accuracy of the representations and warranties of the Company herein at and as of such time, as

to the performance by the Company of all of its obligations hereunder to be performed at or prior to such time, as to the matters set forth in subsections (a) and (f) of this Section and as to such other matters as the Representatives may

reasonably request.

9. (a) The Company agrees to indemnify and hold harmless each Underwriter against any losses, claims, damages or

liabilities, joint or several, to which such Underwriter may become subject, under the Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon an untrue statement or

alleged untrue statement of a material fact contained in the Registration Statement, the Basic Prospectus, any Preliminary Prospectus, the Pricing Prospectus or the Prospectus, or any amendment or supplement thereto, any Issuer Free Writing

Prospectus or any “issuer information” filed or required to be filed pursuant to Rule 433(d) under the Act, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein

or necessary to make the statements therein not misleading, and will reimburse each Underwriter for any legal or other expenses reasonably incurred by such Underwriter in connection with investigating or defending any such action or claim as such

expenses are incurred; provided, however, that the Company shall not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement or omission

or alleged omission made in the Registration Statement, the Basic Prospectus, any Preliminary Prospectus, the Pricing Prospectus or the Prospectus, or any amendment or supplement thereto, or any Issuer Free Writing Prospectus, in reliance upon and

(b) Each Underwriter agrees to indemnify and hold harmless the Company against any losses, claims, damages or liabilities to which the Company

may become subject, under the Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in the

Registration Statement, the Basic Prospectus, any Preliminary Prospectus, the Pricing Prospectus or the Prospectus, or any amendment or supplement thereto, or any Issuer Free Writing Prospectus, or arise out of or are based upon the omission or

alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case to the extent, but only to the extent, that such

untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement, the Basic Prospectus, any Preliminary Prospectus, the Pricing Prospectus or

the Prospectus or any such amendment or supplement thereto, or any Issuer Free Writing Prospectus, in reliance upon and in conformity with information furnished in writing to the Company by such Underwriter expressly for use therein, it being

understood and agreed that the only such information furnished in writing to the Company by any Underwriter consists of the information set forth in the first two sentences of the fourth paragraph, the fourth and fifth sentences of the eighth

paragraph, the ninth and tenth paragraphs and the third and fourth sentences of the eleventh paragraph under the heading “Underwriting” in the Preliminary Prospectus and the Pricing Prospectus; and will reimburse the Company for any

legal or other expenses reasonably incurred by the Company in connection with investigating or defending any such action or claim as such expenses are incurred.

(c) Promptly after receipt by an indemnified party under subsection (a) or (b) above of notice of the commencement of any action, such

indemnified party shall, if a claim in respect thereof is to be made against the indemnifying party under such subsection, notify the indemnifying party in writing of the commencement thereof; but the omission so to notify the indemnifying party

shall not relieve it from any liability which it may have to any indemnified party otherwise than under such subsection. In case any such action shall be brought against any indemnified party and it shall notify the indemnifying party of the

commencement thereof, the indemnifying party shall be entitled to participate therein and, to the extent that it shall wish, jointly with any other indemnifying party similarly notified, to assume the defense thereof, with counsel satisfactory to

such indemnified party (who shall not, except with the consent of the indemnified party, be counsel to the indemnifying party), and, after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof,

the indemnifying party shall not be liable to such indemnified party under such subsection for any legal expenses of other counsel or any other expenses, in each case subsequently incurred by such indemnified party, in connection with the defense

thereof other than reasonable costs of investigation. Notwithstanding the foregoing, in no event shall more than one such counsel, in addition to one local counsel in each jurisdiction where an action is commenced, be retained for all indemnified

parties together. No indemnifying party shall, without the written consent of the indemnified party, effect the settlement or compromise of, or consent to the entry of any judgment with respect to, any pending or threatened action or claim in

respect of which indemnification or contribution may be sought hereunder (whether or not the indemnified party is an actual or potential party to such action or claim) unless such settlement, compromise or judgment (i) includes an unconditional

release of the indemnified party from all liability arising out of such action or claim and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act, by or on behalf of any indemnified party.

(d) If the indemnification provided for in this Section 9 is unavailable to or insufficient to hold harmless an indemnified party under

subsection (a) or (b) above in respect of any losses, claims, damages or liabilities (or actions in respect thereof) referred to therein, then each indemnifying party shall contribute to the amount paid or payable by such indemnified party as a

result of such losses, claims, damages or liabilities (or actions in respect thereof) in such proportion as is appropriate to reflect the relative benefits received by the Company on the one hand and the Underwriters on the other from the offering

of the Securities. If, however, the allocation provided by the immediately preceding sentence is not permitted by applicable law or

if the indemnified party failed to give the notice required under subsection (c) above, then each indemnifying party shall contribute to such amount paid or payable by such indemnified party

in such proportion as is appropriate to reflect not only such relative benefits but also the relative fault of the Company on the one hand and the Underwriters on the other in connection with the statements or omissions which resulted in such

losses, claims, damages or liabilities (or actions in respect thereof), as well as any other relevant equitable considerations. The relative benefits received by the Company on the one hand and the Underwriters on the other shall be deemed to be in

the same proportion as the total net proceeds from the offering (before deducting expenses) received by the Company bear to the total underwriting discounts and commissions received by the Underwriters, in each case as set forth in the table on the

cover page of the Prospectus. The relative fault shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to

information supplied by the Company on the one hand or the Underwriters on the other and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The Company and the

Underwriters agree that it would not be just and equitable if contribution pursuant to this subsection (d) were determined by pro rata allocation (even if the Underwriters were treated as one entity for such purpose) or by any other method of

allocation which does not take account of the equitable considerations referred to above in this subsection (d). The amount paid or payable by an indemnified party as a result of the losses, claims, damages or liabilities (or actions in respect

thereof) referred to above in this subsection (d) shall be deemed to include any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending any such action or claim. Notwithstanding the

provisions of this subsection (d), no Underwriter shall be required to contribute any amount in excess of the amount by which the total price at which the Securities underwritten by it and distributed to the public were offered to the public exceeds

the amount of any damages which such Underwriter has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. No person guilty of fraudulent misrepresentation (within the meaning of

Section 11(f) of the Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. The Underwriters’ obligations in this subsection (d) to contribute are several in proportion to

their respective underwriting obligations and not joint.

(e) The obligations of the Company under this Section 9 shall be in

addition to any liability which the Company may otherwise have and shall extend, upon the same terms and conditions, to each partner, director and officer of any Underwriter and to each person, if any, who controls any Underwriter within the meaning

of Section 15 of the Act or Section 20 of the Exchange Act and each broker-dealer affiliate of any Underwriter; and the obligations of the Underwriters under this Section 9 shall be in addition to any liability which the respective

Underwriters may otherwise have and shall extend, upon the same terms and conditions, to each officer and director of the Company and to each person, if any, who controls the Company within the meaning of Section 15 of the Act or

Section 20 of the Exchange Act.

10. (a) If any Underwriter shall default in its obligation to purchase the Securities which it has

agreed to purchase hereunder, the non-defaulting Underwriters may in their discretion arrange to, or arrange for another party or other parties to, purchase such Securities on the terms contained herein. If

within thirty-six hours after such default by any Underwriter the non-defaulting Underwriters do not arrange for the purchase of such Securities, then the

Company shall be entitled to a further period of thirty-six hours within which to procure another party or other parties satisfactory to the non-defaulting Underwriters to purchase such Securities on such terms. In the event that, within the respective prescribed periods, the non-defaulting Underwriters notify the

Company that they have so arranged for the purchase of such Securities, or the Company notifies the non-defaulting Underwriters that it has so arranged for the purchase of such Securities, the non-defaulting Underwriters or the Company shall have the right to postpone the Time of Delivery for a period of not more than seven days, in order to effect whatever changes may thereby be made necessary in the

Registration Statement or the Prospectus, or in any other documents or arrangements, and the Company agrees to file promptly any amendments or supplements to the Registration Statement or the Prospectus which in the opinion of the non-defaulting Underwriters may thereby be made necessary. The term “Underwriter” as used in this Agreement shall include any person substituted under this Section with like effect as if such person had

originally been a party to this Agreement with respect to such Securities.

(b) If, after giving effect to any arrangements for the

purchase of the Securities of a defaulting Underwriter or Underwriters by the non-defaulting Underwriters and the Company as provided in subsection (a) above, the aggregate principal amount of such

Securities which remains unpurchased does not exceed one-eleventh of the aggregate principal amount of all the Securities, then the Company shall have the right to require each

non-defaulting Underwriter to purchase the principal amount of Securities which such Underwriter agreed to purchase hereunder and, in addition, to require each

non-defaulting Underwriter to purchase its pro rata share (based on the principal amount of Securities which such Underwriter agreed to purchase hereunder) of the Securities of such defaulting Underwriter or

Underwriters for which such arrangements have not been made; but nothing herein shall relieve a defaulting Underwriter from liability for its default.

(c) If, after giving effect to any arrangements for the purchase of the Securities of a defaulting Underwriter or Underwriters by the non-defaulting Underwriters and the Company as provided in subsection (a) above, the aggregate principal amount of Securities which remains unpurchased exceeds

one-eleventh of the aggregate principal amount of all the Securities, or if the Company shall not exercise the right described in subsection (b) above to require

non-defaulting Underwriters to purchase Securities of a defaulting Underwriter or Underwriters, then this Agreement shall thereupon terminate, without liability on the part of any non-defaulting Underwriter or the Company, except for the expenses to be borne by the Company and the Underwriters as provided in Section 7 hereof and the indemnity and contribution agreements in Section 9

hereof; but nothing herein shall relieve a defaulting Underwriter from liability for its default.

11. The respective indemnities,

agreements, representations, warranties and other statements of the Company and the several Underwriters, as set forth in this Agreement or made by or on behalf of them, respectively, pursuant to this Agreement, shall remain in full force and

effect, regardless of any investigation (or any statement as to the results thereof) made by or on behalf of any Underwriter or any controlling person of any Underwriter, or the Company, or any officer or director or controlling person of the

Company, and shall survive delivery of and payment for the Securities.

12. If this Agreement shall be terminated pursuant to Section 10 hereof, the Company

shall not then be under any liability to any Underwriter except as provided in Sections 7 and 9 hereof; but, if for any other reason, the Securities are not delivered by or on behalf of the Company as provided herein, the Company will reimburse the

Underwriters for all out-of-pocket expenses approved in writing by the Underwriters, including fees and disbursements of counsel, reasonably incurred by the Underwriters

in making preparations for the purchase, sale and delivery of the Securities, but the Company shall then be under no further liability to any Underwriter except as provided in Sections 7 and 9 hereof.

13. All statements, requests, notices and agreements hereunder shall be in writing, and if to the Underwriters shall be delivered or sent by

mail or facsimile transmission to J.P. Morgan Securities LLC, 270 Park Avenue, New York, New York 10017 (fax: 212-834-6081), Attention: Investment Grade Syndicate Desk;

and Barclays Capital Inc., 745 7th Avenue, New York, NY 10019, Attention: Syndicate Registration, facsimile: (646) 834-8133; and if to the Company shall be

delivered or sent by mail or facsimile transmission to the address of the Company set forth in the Registration Statement, Attention: Secretary. Any such statements, requests, notices or agreements shall take effect upon receipt thereof.

14. In accordance with the requirements of the USA Patriot Act (Title III of Pub. L. 107-56 (signed

into law October 26, 2001)), the Underwriters are required to obtain, verify and record information that identifies their respective clients, including the Company, which information may include the name and address of their respective clients,

as well as other information that will allow the Underwriters to properly identify their respective clients.

15. This Agreement shall be

binding upon, and inure solely to the benefit of, the Underwriters, the Company and, to the extent provided in Sections 9 and 11 hereof, the officers and directors of the Company and each person who controls the Company or any Underwriter, and their

respective heirs, executors, administrators, successors and assigns, and no other person shall acquire or have any right under or by virtue of this Agreement. No purchaser of any of the Securities from any Underwriter shall be deemed a successor or

assign by reason merely of such purchase.

16. Time shall be of the essence of this Agreement. As used herein, the term “business

day” shall mean any day when the Commission’s office in Washington, D.C. is open for business.

17. The Company

acknowledges and agrees that (i) the purchase and sale of the Securities pursuant to this Agreement is an arm’s-length commercial transaction between the Company, on the one hand, and the several

Underwriters, on the other, (ii) in connection therewith and with the process leading to such transaction each Underwriter is acting solely as a principal and not the agent or fiduciary of the Company, (iii) no Underwriter has assumed an

advisory or fiduciary responsibility in favor of the Company with respect to the offering contemplated hereby or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company on other matters)

or any other obligation to the Company except the obligations expressly set forth in this Agreement and (iv) the Company has consulted its own legal and financial advisors to the extent it deemed appropriate. The Company agrees that it will not

claim that the Underwriters, or any of them, has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to the Company, in connection with such transaction or the process leading thereto.

18. This Agreement supersedes all prior agreements and understandings (whether written or

oral) between the Company and the Underwriters, or any of them, with respect to the subject matter hereof.

19. THIS AGREEMENT AND ANY

MATTERS RELATED TO THIS TRANSACTION SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO PRINCIPLES OF CONFLICT OF LAWS THAT WOULD RESULT IN THE APPLICATION OF ANY LAW OTHER THAN THE LAWS OF THE

STATE OF NEW YORK. The Company agrees that any suit or proceeding arising in respect of this agreement or the engagement of the Underwriters may be tried in the U.S. District Court for the Southern District of New York or, if that court does not

have subject matter jurisdiction, in any state court located in The City and County of New York and the Company agrees to submit to the jurisdiction of, and to venue in, such courts.

20. The Company and each of the Underwriters hereby irrevocably waives, to the fullest extent permitted by applicable law, any and all right

to trial by jury in any legal proceeding arising out of or relating to this Agreement or the transactions contemplated hereby.

21. This

Agreement may be executed by any one or more of the parties hereto in any number of counterparts, each of which shall be deemed to be an original, but all such respective counterparts shall together constitute one and the same instrument. The words

“execution,” “signed,” “signature,” “delivery,” and words of like import in or relating to this Agreement or any document to be signed in connection with this Agreement shall be deemed to include

electronic signatures, deliveries or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature, physical delivery thereof or the use of a paper-based

recordkeeping system, as the case may be, and the parties hereto consent to conduct the transactions contemplated hereunder by electronic means.

22. Notwithstanding anything herein to the contrary, the Company is authorized to disclose to any persons the U.S. federal and state income

tax treatment and tax structure of the potential transaction and all materials of any kind (including tax opinions and other tax analyses) provided to the Company relating to that treatment and structure, without the Underwriters imposing any

limitation of any kind. However, any information relating to the tax treatment and tax structure shall remain confidential (and the foregoing sentence shall not apply) to the extent necessary to enable any person to comply with securities laws. For

this purpose, “tax structure” is limited to any facts that may be relevant to that treatment.

23.

(a) In the event that any Underwriter that is a Covered Entity becomes subject to a proceeding under a U.S. Special Resolution

Regime, the transfer from such Underwriter of this Agreement, and any interest and obligation in or under this Agreement, will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if this

Agreement, and any such interest and obligation, were governed by the laws of the United States or a state of the United States.

(b) In the event that any Underwriter that is a Covered Entity or a BHC Act

Affiliate of such Underwriter becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights under this Agreement that may be exercised against such Underwriter are permitted to be exercised to no greater extent than such

Default Rights could be exercised under the U.S. Special Resolution Regime if this Agreement were governed by the laws of the United States or a state of the United States.

As used in this Section 23:

“BHC Act Affiliate” has the meaning assigned to the term “affiliate” in, and shall be interpreted in accordance

with, 12 U.S.C. § 1841(k).

“Covered Entity” means any of the following:

(i) a “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b);

(ii) a “covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or

(iii) a “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b).

“Default Right” has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R.

§§ 252.81, 47.2 or 382.1, as applicable.

“U.S. Special Resolution Regime” means each of (i) the Federal

Deposit Insurance Act and the regulations promulgated thereunder and (ii) Title II of the Dodd-Frank Wall Street Reform and Consumer Protection Act and the regulations promulgated thereunder.

[Signature pages follow]

If the foregoing is in accordance with your understanding, please indicate your acceptance of this Agreement

by signing in the space provided below.

Very truly yours,

SLM CORPORATION

By:

/s/ Peter M. Graham

Name:Peter M. Graham

Title:Co-President and Chief Financial Officer

[Signature Page to

Underwriting Agreement]

Accepted as of the date hereof:

J.P. MORGAN SECURITIES LLC

By:

/s/ Stephen L. Sheiner

Name: Stephen L. Sheiner

Title: Executive Director

BARCLAYS CAPITAL INC.

By:

/s/ Tom Burgess

Name: Tom Burgess

Title: Managing Director, FIG DCM, AM

[Signature Page to

Underwriting Agreement]

SCHEDULE I

Principal

Amount of

Securities to be

Purchased

Underwriter

J.P. Morgan Securities LLC

200,000,000

Barclays Capital Inc.

150,000,000

BofA Securities, Inc.

37,500,000

Goldman Sachs & Co. LLC

37,500,000

Morgan Stanley & Co. LLC

37,500,000

RBC Capital Markets, LLC

37,500,000

Total

500,000,000

SCHEDULE II

(a) Issuer Free Writing Prospectuses not included in the Pricing Disclosure Package: Electronic Roadshow dated May 5, 2026

(b) Additional Documents Incorporated by Reference: None.

EX-4.1

Filename: d672122dex41.htm · Sequence: 3

EX-4.1

Exhibit 4.1

SLM CORPORATION

AND

DEUTSCHE BANK NATIONAL TRUST COMPANY,

as Trustee

FIFTH SUPPLEMENTAL INDENTURE

Dated as of May 15, 2026

to the

INDENTURE

Dated as of June 17, 2015

TABLE OF CONTENTS

PAGE

ARTICLE 1

DEFINITIONS

Section 1.01. Relation to Base Indenture

Section 1.02. Definition of Terms

ARTICLE 2

GENERAL TERMS

AND CONDITIONS OF THE NOTES

Section 2.01. Designation and Principal Amount

Section 2.02. Maturity

Section 2.03. Form, Payment and Appointment

Section 2.04. Global Notes

Section 2.05. Interest

Section 2.06. No Sinking Fund

Section 2.07. Satisfaction and Discharge

Section 2.08. Events of Default

ARTICLE 3

REDEMPTION OF THE NOTES

Section 3.01. Optional Redemption by the Company

Section 3.02. Redemption following a Change of Control Repurchase Offer

Section 3.03. Notice of Redemption; Selection of Notes to be Redeemed

Section 3.04. Payment of Redemption Price

ARTICLE 4

CHANGE OF CONTROL REPURCHASE EVENT

Section 4.01. Purchase of Notes Upon a Change of Control Repurchase Event

ARTICLE 5

PARTICULAR COVENANTS OF THE COMPANY

Section 5.01. Limitation On Disposition of Voting Stock of our Significant

Subsidiaries

Section 5.02. Limitation on Creation of Liens

ARTICLE 6

FORMS OF NOTES

Section 6.01. Forms of Notes

ARTICLE 7

ORIGINAL ISSUE OF NOTES

Section 7.01. Original Issue of Notes

ARTICLE 8

MISCELLANEOUS

Section 8.01. Ratification of Indenture

Section 8.02. Trustee Not Responsible for Recitals

Section 8.03. Governing Law

Section 8.04. Waiver of Trial by Jury

Section 8.05. Table of Contents, Headings, etc.

Section 8.06. Execution in Counterparts

Section 8.07. Separability; Benefits

EXHIBIT A

Form of 6.495% Fixed-to-Floating Rate Senior Notes due 2032

A-1

THIS FIFTH SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated

as of May 15, 2026, is between SLM CORPORATION, a Delaware corporation (the “Company”), and Deutsche Bank National Trust Company, a national banking association (the “Trustee”).

R E C I T A L S

WHEREAS, the

Company has executed and delivered to the Trustee an Indenture, dated as of June 17, 2015, between the Company and the Trustee (the “Base Indenture” and, as supplemented by this Supplemental Indenture, the

“Indenture”), providing for the issuance from time to time of series of Securities of the Company;

WHEREAS,

Section 10.01(c) of the Base Indenture provides for the Company and the Trustee to enter into an indenture supplemental to the Base Indenture to establish the forms or terms of Securities of any series as permitted by Section 2.01 and

Section 2.02 of the Base Indenture;

WHEREAS, pursuant to Section 2.02 of the Base Indenture, the Company wishes to provide for

the issuance of a new series of Securities to be known as its 6.495% Fixed-to-Floating Rate Senior Notes due 2032 (the “Notes”), the form and terms of

such Notes and the terms, provisions and conditions thereof to be set forth as provided in this Supplemental Indenture; and

WHEREAS, the

Company has requested that the Trustee execute and deliver this Supplemental Indenture, and all requirements necessary to make this Supplemental Indenture a valid, binding and enforceable instrument in accordance with its terms, and to make the

Notes, when executed by the Company and authenticated and delivered by the Trustee, the valid, binding and enforceable obligations of the Company, have been done and performed, and the execution and delivery of this Supplemental Indenture has been

duly authorized in all respects;

NOW, THEREFORE, in consideration of the covenants and agreements set forth herein and for other good and

valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:

ARTICLE

Definitions

Section 1.01. Relation to Base Indenture. This Supplemental Indenture constitutes an integral part of the Base Indenture.

Section 1.02. Definition of Terms. For all purposes of this Supplemental Indenture:

(a)

Capitalized terms used herein without definition shall have the meanings set forth in the Base Indenture;

(b)

a term defined anywhere in this Supplemental Indenture has the same meaning throughout;

(c)

the singular includes the plural and vice versa;

(d)

headings are for convenience of reference only and do not affect interpretation;

(e)

the following terms have the meanings given to them in this Section 1.02(e):

“Benchmark” shall mean, initially, Compounded SOFR; provided that if a Benchmark Transition Event and its related Benchmark

Replacement Date have occurred with respect to Compounded SOFR (or the published SOFR Index used in the calculation thereof) or the then-current Benchmark, then “Benchmark” shall mean the applicable Benchmark Replacement.

“Benchmark Replacement” shall mean the first alternative set forth in the order below that can be determined by the Company

or its designee as of the Benchmark Replacement Date; provided that if the Benchmark Replacement cannot be determined in accordance with clause (1) below as of the Benchmark Replacement Date and the Company or its designee shall have determined

that the ISDA Fallback Rate determined in accordance with clause (2) below is not an industry-accepted rate of interest as a replacement for the then-current Benchmark for U.S. dollar-denominated floating rate notes at such time, then clause

(2) below shall be disregarded, and the Benchmark Replacement shall be determined in accordance with clause (3) below:

(1) the sum of: (a) an alternate rate of interest that has been selected or recommended

by the Relevant Governmental Body as the replacement for the then-current Benchmark and (b) the Benchmark Replacement Adjustment;

(2) the sum of: (a) the ISDA Fallback Rate and (b) the Benchmark Replacement Adjustment; or

(3) the sum of: (a) the alternate rate of interest that has been selected by the Company or its designee as the replacement for the

then-current Benchmark giving due consideration to any industry-accepted rate of interest as a replacement for the then-current Benchmark for U.S. dollar-denominated floating rate notes at such time and (b) the Benchmark Replacement Adjustment.

“Benchmark Replacement Adjustment” shall mean the first alternative set forth in the order below that can be

determined by the Company or its designee as of the Benchmark Replacement Date:

(1) the spread adjustment (which may be a positive or

negative value or zero), or method for calculating or determining such spread adjustment, that has been selected or recommended by the Relevant Governmental Body for the applicable Unadjusted Benchmark Replacement;

(2) if the applicable Unadjusted Benchmark Replacement is equivalent to the ISDA Fallback Rate, the ISDA Fallback Adjustment; or

(3) the spread adjustment (which may be a positive or negative value or zero) that has been selected by the Company or its designee giving due

consideration to any industry-accepted spread adjustment, or method for calculating or determining such spread adjustment, for the replacement of the then-current Benchmark with the applicable Unadjusted Benchmark Replacement for U.S.

dollar-denominated floating rate notes at such time.

“Benchmark Replacement Conforming Changes” shall mean, with

respect to any Benchmark Replacement, any technical, administrative or operational changes (including changes to the definitions or interpretations of interest period, the timing and frequency of determining rates and making payments of interest,

the rounding of amounts or tenors, and other administrative matters) that the Company or its designee decides may be appropriate to reflect the adoption of such Benchmark Replacement in a manner substantially consistent with market practice (or, if

the Company or its designee decides that adoption of any portion of such market practice is not administratively feasible or if the Company or its designee determines that no market practice for use of the Benchmark Replacement exists, in such other

manner as the Company or its designee determines is reasonably practicable).

“Benchmark Replacement Date” shall mean

the earliest to occur of the following events with respect to the then-current Benchmark (including any daily published component used in the calculation thereof):

(1) in the case of clause (1) or (2) of the definition of “Benchmark Transition Event,” the later of (a) the date of the

public statement or publication of information referenced therein and (b) the date on which the administrator of the Benchmark permanently or indefinitely ceases to provide the Benchmark (or such component); or

(2) in the case of clause (3) of the definition of “Benchmark Transition Event,” the date of the public statement or

publication of information referenced therein.

For the avoidance of doubt, if the event giving rise to the Benchmark Replacement Date

occurs on the same day as, but earlier than, the Reference Time in respect of any determination, the Benchmark Replacement Date shall be deemed to have occurred prior to the Reference Time for such determination.

“Benchmark Transition Event” shall mean the occurrence of one or more of the following events with respect to the

then-current Benchmark (including the daily published component used in the calculation thereof):

(1) a public statement or publication of information by or on behalf of the administrator of

the Benchmark (or such component) announcing that such administrator has ceased or will cease to provide the Benchmark (or such component), permanently or indefinitely, provided that at the time of such statement or publication, there is no

successor administrator that will continue to provide the Benchmark (or such component);

(2) a public statement or publication of

information by the regulatory supervisor for the administrator of the Benchmark (or such component), the central bank for the currency of the Benchmark (or such component), an insolvency official with jurisdiction over the administrator for the

Benchmark (or such component), a resolution authority with jurisdiction over the administrator for the Benchmark (or such component) or a court or an entity with similar insolvency or resolution authority over the administrator for the Benchmark (or

such component), which states that the administrator for the Benchmark (or such component) has ceased or will cease to provide the Benchmark (or such component) permanently or indefinitely, provided that at the time of such statement or

publication, there is no successor administrator that will continue to provide the Benchmark (or such component); or

(3) a public

statement or publication of information by the regulatory supervisor for the administrator of the Benchmark announcing that the Benchmark is no longer representative.

“Business Day” shall mean, unless otherwise specified, any calendar day that is not a Saturday, Sunday or a day on which

commercial banking institutions are not required to be open for business in The City of New York, New York.

“Calculation

Agent” shall mean the firm appointed by the Company prior to the commencement of the applicable Floating Rate Period. The Company or an affiliate of the Company may assume the duties of the Calculation Agent.

“Change of Control” shall mean the occurrence of any of the following:

(1) any “person” or “group” of related persons (as such terms are used in Sections 13(d) and 14(d) of the Exchange

Act) becomes the beneficial owner (as defined in Rules 13d-3 and 13d-5 under the Exchange Act), directly or indirectly, of a majority of the total voting power of the

Voting Stock of the Company (or its successors by merger, consolidation or purchase of all or substantially all of its assets);

(2) the

sale, assignment, lease, transfer, conveyance or other disposition (other than by way of merger or consolidation), in one or a series of related transactions, of all or substantially all of the assets of the Company and its Subsidiaries taken as a

whole to any “person” (as such term is used in Sections 13(d) and 14(d) of the Exchange Act) other than a Subsidiary; or

(3)

the adoption by the stockholders of the Company of a plan or proposal for the liquidation or dissolution of the Company.

“Change

of Control Offer” has the meaning assigned to that term in Section 4.01(a).

“Change of Control Repurchase

Event” shall mean the occurrence of both a Change of Control and a Ratings Event.

“Compounded SOFR,” with

respect to any Floating Rate Period, shall be determined by the Calculation Agent in accordance with the following formula (and the resulting percentage will be rounded, if necessary, to the nearest one hundred-thousandth of a percentage point):

where:

“SOFR IndexStart” shall mean, for periods other than the

initial interest period in the applicable Floating Rate Period, the SOFR Index value on the preceding Interest Payment Determination Date, and, for the initial interest period in the applicable Floating Rate Period, the SOFR Index value on the date

that is two U.S. Government Securities Business Days before the first day of such initial interest period (such first day expected to be May 15, 2031);

“SOFR

IndexEnd” shall mean the SOFR Index value on the Interest Payment Determination Date relating to the applicable Floating Rate Period Interest Payment Date (or in the Floating

Rate Period Interest Payment Date of the Notes, relating to the Maturity Date, or, in the case of the redemption of the Notes, relating to the applicable Redemption Date); and

“d” is the number of calendar days in the relevant Observation Period.

For purposes of determining Compounded SOFR,

“Interest Payment Determination Date” shall mean the date two U.S. Government Securities Business Days before each Floating

Rate Period Interest Payment Date (or, in the case of the redemption of the Notes, preceding the applicable Redemption Date).

“Observation Period” shall mean, in respect of each Floating Rate Period the period from, and including, the date two U.S.

Government Securities Business Days preceding the first date of the relevant Floating Rate Period, but excluding, the date two U.S. Government Securities Business Days prior to the relevant Floating Rate Period Interest Payment Date for such

Floating Rate Period (or in the Floating Rate Period, preceding the Maturity Date or, in the case of the redemption of the Notes, preceding the applicable Redemption Date).

“SOFR” shall mean the daily secured overnight financing rate as provided by the SOFR Administrator on the SOFR

Administrator’s Website.

“SOFR Administrator” shall mean the Federal Reserve Bank of New York (the

“FRBNY”) (or a successor administrator of SOFR).

“SOFR Administrator’s Website” shall mean the

website of the FRBNY, currently at www.newyorkfed.org, or any successor source.

“SOFR Index” shall mean, with respect

to any U.S. Government Securities Business Day:

(1) the SOFR Index value as published by the SOFR Administrator as such

index appears on the SOFR Administrator’s Website at 3:00 p.m. (New York time) on such U.S. Government Securities Business Day (the “SOFR Index Determination Time”); or

(2) if a SOFR Index value does not so appear as specified in (1) above at the SOFR Index Determination Time, then:

(i) if a Benchmark Transition Event and its related Benchmark Replacement Date have not occurred with respect to SOFR, Compounded SOFR shall be the rate determined pursuant to the “SOFR Index unavailable provisions” described below;

or (ii) if a Benchmark Transition Event and its related Benchmark Replacement Date have occurred with respect to SOFR, Compounded SOFR shall be the rate determined pursuant to the “Benchmark Transition Provisions” provisions

described in Section 2.05(f).

“U.S. Government Securities Business Day” shall mean any day except for a Saturday,

a Sunday or a day on which the Securities Industry and Financial Markets Association or any successor organization recommends that the fixed income departments of its members be closed for the entire day for purposes of trading in U.S. government

securities.

“Controlled Subsidiary” shall mean a Subsidiary of the Company in respect of which at least 80% of the

outstanding shares of the Voting Stock of such Subsidiary is at the time owned by the Company, by one or more of its Subsidiaries or by the Company and one or more of its Controlled Subsidiaries.

“DTC” shall have the meaning set forth in Section 2.04(a).

“Exchange Act” shall mean the Securities Exchange Act of 1934, as amended.

“First Par Call Date” shall have the meaning set forth in

Section 3.01(a).

“Fixed Rate Period” shall have the meaning set forth in Section 2.05(a).

“Fixed Rate Period Interest Payment Date” shall have the meaning set forth in Section 2.05(a).

“Fixed Rate Period Record Date” shall have the meaning set forth in Section 2.05(a).

“Floating Rate Period” shall have the meaning set forth in Section 2.05(b).

“Floating Rate Period Interest Payment Dates” shall have the meaning set forth in Section 2.05(b).

“Floating Rate Period Record Date” shall have the meaning set forth in Section 2.05(b).

“Global Note” shall have the meaning set forth in Section 2.04(a).

“Interest Payment Date” shall mean a Fixed Rate Period Interest Payment Date or a Floating Rate Period Interest Payment

Date, as applicable.

“Investment Grade” shall mean (1) BBB- (with a

stable outlook) or above, in the case of S&P (or its equivalent under any successor rating categories of S&P) and Baa3 (with a stable outlook) or above, in the case of Moody’s (or its equivalent under any successor rating categories of

Moody’s), or (2) the equivalent in respect of the Rating Category of any Rating Agencies.

“ISDA” shall mean

the International Swaps and Derivatives Association, Inc. or any successor thereto

“ISDA Definitions” shall mean the

2006 ISDA Definitions published by ISDA, as amended or supplemented from time to time, or any successor definitional booklet for interest rate derivatives published from time to time.

“ISDA Fallback Adjustment” shall mean the spread adjustment (which may be a positive or negative value or zero) that would

apply for derivatives transactions referencing the ISDA Definitions to be determined upon the occurrence of an index cessation event with respect to the Benchmark for the applicable tenor.

“ISDA Fallback Rate” shall mean the rate that would apply for derivatives transactions referencing the ISDA Definitions to

be effective upon the occurrence of an index cessation date with respect to the Benchmark for the applicable tenor excluding the applicable ISDA Fallback Adjustment.

“Maturity Date” shall have the meaning set forth in Section 2.02.

“Moody’s” shall mean Moody’s Investors Service, Inc. and its successors.

“Optional Redemption Price” shall mean, with respect to any redemption of Notes, the redemption price for such Notes set

forth in subsection (a) or (b) of Section 3.01, as applicable.

“Person” shall mean any individual,

corporation, limited liability company, partnership, joint venture, trust, unincorporated organization or government or any agency or political subdivision thereof.

“Rating Agencies” shall mean (1) S&P and Moody’s or (2) if S&P or Moody’s or both of them are

not making ratings publicly available, a nationally recognized statistical rating organization within the meaning of Section 3(a)(62) of the Exchange Act, as the case may be, selected by the Company, which shall be substituted for S&P or

Moody’s or both, as the case may be.

“Rating Category” shall mean (i) with respect to S&P, any of the

following categories: AAA, AA, A, BBB, BB, B, CCC, CC, C and D (or equivalent successor categories); (ii) with respect to Moody’s, any of the following categories: Aaa, Aa, A, Baa, Ba, B, Caa, Ca, C and D (or equivalent successor categories);

and (iii) the equivalent of any such category of S&P or Moody’s used by another Rating Agency. In determining whether the rating of the Notes has decreased by one or more gradations, gradations within Rating Categories (+ and - for

S&P; 1, 2 and 3 for Moody’s; or the equivalent gradations for another Rating Agency) shall be taken into account (e.g., with respect to S&P, a decline in rating from BB+ to BB, as well as from

BB- to B+, will constitute a decrease of one gradation).

“Ratings Event” shall mean (i) if the Notes are rated by one or both

of the Rating Agencies as Investment Grade, a decrease in, or withdrawal of, the rating of the Notes so that such Notes are not rated as Investment Grade by both Rating Agencies or (ii) if the Notes are rated below Investment Grade by both

Rating Agencies, (x) a decrease of one or more gradations (including gradations within Rating Categories as well as between Rating Categories) in the rating of the Notes by both Rating Agencies, (y) a decrease of one or more gradations

(including gradations within Rating Categories as well as between Rating Categories) in the rating of the Notes by one Rating Agency and a withdrawal of the rating of the Notes by the other Rating Agency, or (z) a withdrawal of the rating of

the Notes by both Rating Agencies, in each of (i) and (ii), directly as a result of a Change of Control; provided, however, that such decrease or withdrawal occurs on, or within 30 days following, the earlier of (x) the

occurrence of a Change of Control or (y) the date of public notice of the occurrence of a Change of Control or of the intention by the Company, or a stockholder of the Company, as applicable, to effect a Change of Control, which period shall be

extended so long as the rating of the Notes relating to the Change of Control as noted by the Rating Agency is under publicly announced consideration for downgrade by the applicable Rating Agency. Unless both Rating Agencies are providing a rating

for the Notes on the earlier of (x) the occurrence of a Change of Control or (y) the date of public notice of the occurrence of a Change of Control or of the intention by the Company, or a stockholder of the Company, as applicable, to

effect a Change of Control, a Ratings Event shall be deemed to have occurred.

“Record Date” shall have the meaning set

forth in Section 2.05(b).

“Redemption Date” shall mean, with respect to any redemption of Notes, the date fixed

for such redemption pursuant to the Indenture and such Notes.

“Reference Time” shall mean with respect to any

determination of the Benchmark, (1) if the Benchmark is Compounded SOFR, the SOFR Index Determination Time, as such time is defined herein, and (2) if the Benchmark is not Compounded SOFR, the time determined by the Company or its designee

in accordance with the Benchmark Replacement Conforming Changes.

“Relevant Governmental Body” shall mean the Federal

Reserve Board and/or the FRBNY, or a committee officially endorsed or convened by the Federal Reserve Board and/or the FRBNY or any successor thereto.

“S&P” shall mean S&P Global Ratings, a division of S&P Global, Inc., and its successors.

“Significant Subsidiary” shall mean any Subsidiary that satisfies the criteria for a “significant subsidiary”

set forth in Rule 1-02(w) of Regulation S-X under the Exchange Act.

“Subsidiary” shall mean any corporation, association or other business entity of which more than 50%, by number of votes,

of the Voting Stock is at the time directly or indirectly owned by the Company.

“Treasury Rate” shall mean, with

respect to any Redemption Date, the yield determined by the Company in accordance with the following two paragraphs.

The Treasury Rate

shall be determined by the Company after 4:15 p.m., New York City time (or after such time as yields on U.S. government securities are posted daily by the Board of Governors of the Federal Reserve System), on the third business day preceding the

Redemption Date based upon the yield or yields for the most recent day that appear after such time on such day in the most recent statistical release published by the Board of Governors of the Federal Reserve System designated as “Selected

Interest Rates (Daily)—H.15” (or any successor designation or publication) (“H.15”) under the caption “U.S. government securities–Treasury constant maturities–Nominal” (or any successor caption

or heading) (“H.15 TCM”). In determining the Treasury Rate, the Company shall select, as applicable: (1) the yield for the Treasury constant maturity on H.15 exactly equal to the period from the Redemption Date to the First

Par Call Date (the “Remaining Life”); or (2) if there is no such Treasury constant maturity on H.15 exactly equal to the Remaining Life, the two yields – one yield corresponding to the Treasury constant maturity on H.15

immediately shorter than and one yield corresponding to the Treasury constant maturity

on H.15 immediately longer than the Remaining Life – and shall interpolate to the First Par Call Date on a straight-line basis (using the actual number of days) using such yields and

rounding the result to three decimal places; or (3) if there is no such Treasury constant maturity on H.15 shorter than or longer than the Remaining Life, the yield for the single Treasury constant maturity on H.15 closest to the Remaining

Life. For purposes of this paragraph, the applicable Treasury constant maturity or maturities on H.15 shall be deemed to have a maturity date equal to the relevant number of months or years, as applicable, of such Treasury constant maturity from the

Redemption Date.

If on the third business day preceding the Redemption Date H.15 TCM is no longer published, the Company shall calculate

the Treasury Rate based on the rate per annum equal to the semi-annual equivalent yield to maturity at 11:00 a.m., New York City time, on the second business day preceding such Redemption Date of the United States Treasury security maturing on, or

with a maturity that is closest to, the First Par Call Date, as applicable. If there is no United States Treasury security maturing on the First Par Call Date but there are two or more United States Treasury securities with a maturity date equally

distant from the First Par Call Date, one with a maturity date preceding the First Par Call Date and one with a maturity date following the First Par Call Date, the Company shall select the United States Treasury security with a maturity date

preceding the First Par Call Date. If there are two or more United States Treasury securities maturing on the First Par Call Date or two or more United States Treasury securities meeting the criteria of the preceding sentence, the Company shall

select from among these two or more United States Treasury securities the United States Treasury security that is trading closest to par based upon the average of the bid and asked prices for such United States Treasury securities at 11:00 a.m., New

York City time. In determining the Treasury Rate in accordance with the terms of this paragraph, the semi-annual yield to maturity of the applicable United States Treasury security shall be based upon the average of the bid and asked prices

(expressed as a percentage of principal amount) at 11:00 a.m., New York City time, of such United States Treasury security, and rounded to three decimal places.

“Unadjusted Benchmark Replacement” shall mean the Benchmark Replacement excluding the Benchmark Replacement Adjustment.

“Voting Stock” of any specified Person as of any date shall mean the capital stock or other equity interests of such

Person of the class or classes having general voting power under ordinary circumstances to elect at least a majority of the board of directors, managers or trustees of such Person; provided that, for the purposes hereof, capital stock or

equity interests which carry only the right to vote conditionally on the happening of an event shall not be considered “Voting Stock” whether or not such event shall have happened.

The terms “Base Indenture,” “Company,” “Indenture,” “Supplemental

Indenture,” “Trustee,” and “Notes” shall have the respective meanings set forth in the recitals to this Supplemental Indenture and the paragraph preceding such recitals.

ARTICLE 2

General Terms and

Conditions of the Notes

Section 2.01. Designation and Principal Amount. The Notes may be issued from time to time upon

written order of the Company for the authentication and delivery of Notes pursuant to Section 2.03 of the Base Indenture.

(a) Notes.

There is hereby authorized a series of Securities designated as 6.495% Fixed-to-Floating Rate Senior Notes due 2032, initially limited in aggregate principal amount to

U.S. $500,000,000 (except for Notes authenticated and delivered in accordance with the last paragraph of Section 2.02 of the Base Indenture or upon registration of transfer of, or in exchange for, or in lieu of, other Notes pursuant to Sections

2.06, 2.07, 2.08, 2.09, 3.03 or 10.04 of the Base Indenture).

Section 2.02. Maturity. The date upon which the Notes shall

become due and payable at final maturity, together with any accrued and unpaid interest, is May 15, 2032 (the “Maturity Date”).

Section 2.03. Form, Payment and Appointment. Except as provided in Section 2.04, the Notes shall be issued in fully

registered, certificated form, bearing identical terms. Principal of and interest on the Notes will be payable, the transfer of such Notes will be registrable, and such Notes will be exchangeable for Notes of a like aggregate principal amount

bearing identical terms and provisions, at the office or agency of the Company

maintained for such purpose in the Borough of Manhattan, The City of New York, which shall initially be the Principal Office of the Trustee in the Borough of Manhattan, The City of New York;

provided, however, that payment of interest may be made at the option of the Company by check mailed to the Person entitled thereto at such address as shall appear in the Security Register or by wire transfer to an account

appropriately designated by the Person entitled to payment; provided that the paying agent shall have received written notice of such account designation at least five Business Days prior to the date of such payment (subject to surrender of

the relevant Note in the case of a payment of interest on a Redemption Date or Maturity Date).

No service charge shall be made for any

registration of transfer or exchange of the Notes, but the Company may require payment from the holder of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection therewith.

The Security Registrar and paying agent for the Notes shall initially be the Trustee.

The Specified Currency of the Notes shall be U.S. Dollars.

Section 2.04. Global Notes. (a) The Notes shall be issued initially in the form of one or more permanent Global Securities in

registered form (each, a “Global Note”). The Depository Trust Company (“DTC”) shall initially act as the Depositary for the Notes. Each Global Note (i) shall be deposited with the Depositary or its

custodian and registered in the name of DTC’s nominee, (ii) shall be delivered by the Trustee to such Depositary or pursuant to such Depositary’s instructions, and (iii) shall bear a legend substantially to the effect set forth

in Section 2.12 of the Base Indenture.

(b) The aggregate amount of Outstanding Notes represented by any Global Note may from time to

time be increased or decreased to reflect exchanges. The Trustee may make any endorsement on a Global Note to reflect the amount, or any increase or decrease in the amount, or changes in the rights of holders of the Notes represented thereby, in

each case in accordance with the terms of the Indenture and the Notes. Each Global Note shall represent the aggregate amount of Notes from time to time endorsed thereon.

(c) Unless and until any Global Note is exchanged for Notes in certificated form, such Global Note may be transferred, in whole but not in

part, and any payments on the Notes evidenced by such Global Note shall be made, only to the Depositary or a nominee of the Depositary, or to a successor Depositary selected or approved by the Company or to a nominee of such successor Depositary, in

each case as the Securityholder of such Notes.

Section 2.05. Interest.

(a) Interest payable on any Interest Payment Date, the Maturity Date or, if applicable, a Redemption Date, shall be the amount of interest

accrued from, and including, the immediately preceding Interest Payment Date in respect of which interest has been paid or duly provided for (or from and including the original issue date of May 15, 2026, if no interest has been paid or duly

provided for with respect to the Notes) to, but excluding, such Interest Payment Date, Maturity Date or, if applicable, Redemption Date, as the case may be.

(b) Fixed Rate Period.

During

the period from and including the issue date to, but excluding May 15, 2031 (the “Fixed Rate Period”), the Notes shall bear interest at the rate of 6.495% per annum. Such interest shall 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 (each, a “Fixed Rate Period Interest Payment Date”). Interest shall be payable to the persons in whose

names the Notes are registered at the close of business on May 1 and November 1 (whether or not a Business Day) (each, a “Fixed Rate Period Record Date”), respectively, immediately prior to each Fixed Rate Period

Interest Payment Date; provided that the interest due on any Redemption Date or the Maturity Date (whether or not a Fixed Rate Period Interest Payment Date) shall be paid to the person to whom principal is payable.

The amount of interest payable for any full semi-annual interest period during the Fixed Rate Period in respect of the Notes shall be computed

on the basis of a 360-day year consisting of twelve 30-day months. The amount of interest payable for any period shorter than a full semi-annual interest period during

the Fixed Rate Period in respect of the Notes shall be computed on the basis of a 30-day month and, for any period less than a month, on the basis of the actual number of days elapsed per 30-day month.

If any scheduled Fixed Rate Period Interest Payment Date, Maturity Date or any Redemption

Date falls on a day that is not a Business Day, then payment of any interest, principal or premium payable on such date shall be postponed to the next succeeding Business Day, with the same force and effect as if made on the date such payment was

due, and no interest or other payment shall accrue as a result of such delay.

During the period from and including, May 15, 2031, to, but excluding, the Maturity Date (the “Floating Rate Period”), the Notes

shall 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 herein. Such interest shall be payable quarterly, in arrears, on August 15,

2031, November 15, 2031, February 15, 2032 and the Maturity Date (each, a “Floating Rate Period Interest Payment Date”). Interest shall be payable to the persons in whose names the Notes are registered at the close of business on

August 1, November 1, February 1 and May 1 (whether or not a Business Day) (each, a “Floating Rate Period Record Date,” and together with each Fixed Rate Period Record Date, the “Record Date”), respectively,

immediately prior to each Floating Rate Period Interest Payment Date; provided that the interest due on any applicable Redemption Date or on the Maturity Date (whether or not a Floating Rate Period Interest Payment Date) shall be paid to the person

to whom principal is payable. Benchmark for each Floating Rate Period shall be calculated by the Calculation Agent in accordance with the formula set forth herein with respect to the Observation Period relating to such Floating Rate Period.

The amount of interest payable for any interest period during the Floating Rate Period shall be computed on the basis of the actual number of

days in each interest period during the Floating Rate Period (or any other relevant period) and a 360-day year. The amount of accrued interest payable on the Notes for each interest period during the Floating

Rate Period shall be computed by multiplying (i) the outstanding principal amount of the Notes by (ii) the product of (a) the interest rate for the relevant interest period during the Floating Rate Period multiplied by (b) the

quotient of the actual number of calendar days in the applicable Observation Period relating to such interest period during the Floating Rate Period (or any other relevant period) divided by 360. The interest rate on the Notes shall in no event be

lower than zero.

If any scheduled Floating Rate Period Interest Payment Date (other than the Maturity Date or any Redemption Date) falls

on a day that is not a Business Day, such Floating Rate Period Interest Payment Date shall be postponed to the next succeeding Business Day, except that, if the next succeeding Business Day falls in the next calendar month, then such Floating Rate

Period Interest Payment Date shall be advanced to the immediately preceding day that is a Business Day. If any such Floating Rate Period Interest Payment Date (other than the Maturity Date or any Redemption Date) is postponed or brought forward as

described above, the payment of interest due on such postponed or brought forward Floating Rate Period Interest Payment Date shall include interest accrued to but excluding such postponed or brought forward Floating Rate Period Interest Payment

Date.

The Calculation Agent shall determine the Benchmark, the interest rate and accrued interest for each interest period in arrears as

soon as reasonably practicable on or after the Interest Payment Determination Date for such interest period and prior to the relevant Interest Payment Date and shall notify the Trustee and the Company (if the Company is not the Calculation Agent) of

the Benchmark, such interest rate and accrued interest for each interest period as soon as reasonably practicable after such determination, but in any event by the Business Day immediately prior to the Floating Rate Period Interest Payment Date. At

the request of a holder of the Notes, the Company shall provide the Benchmark, the interest rate and the amount of interest accrued with respect to any interest period, after the Benchmark, such interest rate and accrued interest have been

determined. The Calculation Agent’s determination of any interest rate, and its calculation of interest payments for any Floating Rate Period, shall be maintained on file at the Calculation Agent’s principal offices and shall be provided

in writing to the Trustee.

(d) In the event that the Maturity Date or a Redemption Date for any Note falls on a day

that is not a Business Day, then the related payments of principal, premium, if any, and interest shall be made on the next succeeding day that is a Business Day (and no additional interest shall accrue on the amount payable for the period from and

after such Maturity Date or Redemption Date, as the case may be). If a Redemption Date of any Note falls within the applicable Floating Rate Period but does not occur on a Floating Rate Period Interest Payment Date, (i) the related Interest

Payment Determination Date shall be deemed to be the date that is two U.S. Government Securities Business Days prior to such Redemption Date, (ii) the related Observation Period shall be deemed to end on (and exclude) the second U.S. Government

Securities Business Day falling prior to such Redemption Date, (iii) the Floating Rate Period shall be deemed to be shortened accordingly and (iv) corresponding adjustments shall be deemed to be made to the Benchmark.

(e) SOFR Index Unavailable Provisions. If a SOFR IndexStart or SOFR IndexEnd is not published on the associated Interest Payment Determination Date and a Benchmark Transition Event and its related Benchmark Replacement Date have not occurred with respect to SOFR,

“Compounded SOFR” means, for the applicable interest period for which such index is not available, the rate of return on a daily compounded interest investment calculated in accordance with the formula for SOFR Averages, and definitions

required for such formula, published on the SOFR Administrator’s Website currently at

https://www.newyorkfed.org/markets/reference-rates/sofr-averages-and-index, or any successor source. For the purposes of this provision, references in the SOFR

Averages compounding formula and related definitions to “calculation period” shall be replaced with “Observation Period” and the words “that is, 30-, 90-, or 180- calendar days” shall be removed. If SOFR (“SOFRi”) does not so appear for any day, “i” in the Observation Period, SOFRi for such day

“i” shall be SOFR published in respect of the first preceding U.S. Government Securities Business Day for which SOFR was published on the SOFR Administrator’s Website.

(f) Benchmark Transition Provisions

(i) Benchmark Replacement. In the event that the Company or its designee determines that a Benchmark Transition Event

and its related Benchmark Replacement Date have occurred on or prior to the applicable Reference Time in respect of any determination of the Benchmark on any date, the applicable Benchmark Replacement shall replace the then-current Benchmark for all

purposes relating to the Notes in respect of such determination on such date and all determinations on all subsequent dates.

(ii) Benchmark Replacement Conforming Changes. In connection with the implementation of a Benchmark Replacement, the

Company or its designee will have the right to make Benchmark Replacement Conforming Changes from time to time.

(iii)

Decisions and Determinations. All determinations, decisions, elections and any calculations made by the Company or its designee for the purposes of determining the Benchmark Replacement, the Benchmark Replacement Adjustment and any Benchmark

Replacement Conforming Changes: shall be conclusive and binding on the holders of the Notes, the Company, the Calculation Agent, the Trustee and the paying agent, absent manifest error; if made by the Company as Calculation Agent, will be made in

the Company’s sole discretion; if made by the Company’s designee, such determinations, decisions, elections and calculations shall be made after consulting with the Company, and such designees shall not make any such determination,

decision, election or calculation to which the Company objects; and notwithstanding anything to the contrary in the Indenture, any determinations, decisions, calculations or elections made in accordance with this provision shall become effective

without consent from the holders of the Notes or any other party. Any determination, decision or election pursuant to the benchmark replacement provisions shall be made by the Company or its designee (which may be the Company’s affiliate) on

the basis as described above, and in no event shall the Trustee or the Calculation Agent be responsible for making any such determination, decision or election. None of the Trustee, paying agent, or the Calculation Agent (if other than the Company

or its affiliate) shall be under any obligation (i) to monitor,

determine or verify the unavailability or cessation of SOFR or the SOFR Index, or whether or when there has occurred, or to give notice to any other transaction party of the occurrence of, any

Benchmark Transition Event or related Benchmark Replacement Date, (ii) to select, determine or designate any Benchmark Replacement, or other successor or replacement benchmark index, or whether any conditions to the designation of such a rate

or index have been satisfied, (iii) to select, determine or designate any Benchmark Replacement Adjustment, or other modifier to any replacement or successor index, or (iv) to determine whether or what Benchmark Replacement Conforming

Changes are necessary or advisable, if any, in connection with any of the foregoing, including, but not limited to, adjustments as to any alternative spread thereon, the business day convention, interest determination dates or any other relevant

methodology applicable to such substitute or successor benchmark. In connection with the foregoing, each of the Trustee, paying agent, and Calculation Agent (if other than the Company or its affiliate) shall be entitled to conclusively rely on any

determinations made by the Company or its designee without independent investigation, and none of the Trustee, paying agent, and Calculation Agent (if other than the Company or its affiliate) will have any liability for actions taken at the

direction of the Company in connection therewith. None of the Trustee, paying agent, or the Calculation Agent (if other than the Company or its affiliate) shall be liable for any inability, failure or delay on its part to perform any of its duties

set forth in this Supplemental Indenture or the Notes as a result of the unavailability of SOFR, or other applicable Benchmark Replacement, including as a result of any failure, inability, delay, error or inaccuracy on the part of any other

transaction party in providing any direction, instruction, notice or information required or contemplated by the terms of this Supplemental Indenture or the Notes and reasonably required for the performance of such duties. None of the Trustee,

paying agent, or Calculation Agent (if other than the Company or its affiliate) shall be responsible or liable for the Company’s actions or omissions or for those of any of the Company’s designees, or for any failure or delay in the

performance by the Company or any of its designees, nor shall any of the Trustee, paying agent, or Calculation Agent (if other than the Company or its affiliate) be under any obligation to oversee or monitor the Company’s performance or the

performance of any of the Company’s designees. The Trustee and paying agent may conclusively rely, without investigation, on the Calculation Agent’s determination of the interest rate during the Floating Rate Period.

Section 2.06. No Sinking Fund. The Notes are not entitled to the benefit of any sinking fund.

Section 2.07. Satisfaction and Discharge. Article 12 of the Base Indenture contains provisions for discharge of the Indenture and

defeasance of the obligations of the Company with respect to any Securities at any time upon compliance by the Company with certain conditions set forth therein, which provisions shall apply to the Notes.

Section 2.08. Events of Default. In addition to the Events of Default contained in Section 6.01 of the Base Indenture, each

of the following is an Event of Default with respect to the Notes:

(a) any indebtedness for borrowed money of the Company or any

Significant Subsidiary shall have been accelerated by its terms so that the same shall be or become due and payable prior to the date on which the same would otherwise have become due and payable, and the aggregate principal amount of any

indebtedness with respect to which such acceleration has occurred exceeds $75,000,000, and such indebtedness has not been discharged or such acceleration shall not have been rescinded or annulled within fifteen (15) days after written notice

thereof shall have been given to the Company by the Trustee by registered mail, or to the Company and the Trustee by the holders of at least 25% in aggregate principal amount of the Notes at the time Outstanding; provided, however, that if any

default with respect to such indebtedness giving rise to such acceleration shall be remedied, cured or waived, as the case may be, then the Event of Default hereunder by reason thereof shall be deemed likewise to have been thereupon remedied, cured

or waived without further action upon the part of either the Trustee or any of the holders of such Notes;

(b) an involuntary proceeding shall be commenced or an involuntary petition shall be filed

seeking (i) liquidation, reorganization or other relief in respect of any Significant Subsidiary (or any successor thereof) or its debts, or of a substantial part of its assets, under any Federal, state or foreign bankruptcy, insolvency,

receivership or similar law now or hereafter in effect or (ii) the appointment of a receiver, trustee, custodian, sequestrator, conservator or similar official for any Significant Subsidiary (or any successor thereof) for a substantial part of

its assets, and, in any such case, such proceeding or petition shall continue undismissed for 60 days, or an order or decree or other action approving or ordering any of the foregoing shall be entered, including by any Bank Regulatory Authority; or

(c) any Significant Subsidiary (or any successor thereof) shall: (i) voluntarily commence any proceeding or file any petition

seeking liquidation, reorganization or other relief under any Federal, state or foreign bankruptcy, insolvency, receivership or similar law now or hereafter in effect; or (ii) consent to the institution of, or fail to contest in a timely and

appropriate manner, any proceeding or petition described in Section 2.08(b) hereof; or (iii) apply for or consent to the appointment of a receiver, trustee, custodian, sequestrator, conservator or similar official for any Significant

Subsidiary (or any successor thereof) or for a substantial part of its assets; or (iv) file an answer admitting the material allegations of a petition filed against it in any such proceeding; or (v) make a general assignment for the

benefit of creditors; or (vi) take any action for the purpose of effecting any of the foregoing; or (vii) admit in writing its inability to pay its debts as they become due.

Section 2.09. Specified Foreign Entity. Each holder and beneficial owner, by its acquisition of the Notes (or an interest

therein), shall be deemed to have represented, warranted and agreed that it is not a “specified foreign entity” as defined in Section 7701(a)(51)(B) of the Internal Revenue Code of 1986, as amended.

ARTICLE 3

Redemption of the

Notes

Section 3.01. Optional Redemption by the Company. (a) Except as otherwise may be specified in this

Supplemental Indenture, at any time and from time to time prior to May 15, 2031 (the date that is one year prior to the Maturity Date) (the “First Par Call Date”), the Company shall have the right to redeem the Notes,

in whole or in part, at its option, at a redemption price (expressed as a percentage of principal amount and rounded to three decimal places) equal to the greater of:

(i) 100% of the aggregate principal amount of the Notes to be redeemed; and

(ii) the sum of the present values of the remaining scheduled payments of principal and interest thereon discounted to the

Redemption Date (assuming the Notes matured on the First Par Call Date) on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the

applicable Treasury Rate plus 40 basis points less (b) interest accrued to the Redemption Date,

plus in either case, accrued and

unpaid interest thereon to the Redemption Date.

(b) On the First Par Call Date, the Company shall have the right to redeem the Notes, in

whole but not in part, at a redemption price equal to 100% of the principal amount of the Notes to be redeemed, plus accrued and unpaid interest thereon to, the Redemption Date.

(c) On or after April 15, 2032 (the date that is one month prior to the Maturity Date), the Company shall have the right to redeem the

Notes, in whole or in part, at any time and from time to time, at its option, at a redemption price equal to 100% of the principal amount of the Notes to be redeemed, plus accrued and unpaid interest thereon to, the Redemption Date.

(d) In the case of a partial redemption, selection of the Notes for redemption shall be made pro rata, or by lot, or by such other method as

the Company may determine in its sole discretion. No Notes of a principal amount of $2,000 or less will be redeemed in part. If any Note is to be redeemed in part only, the notice of redemption that relates to the Note will state the portion of the

principal amount of the Note to be redeemed. A new Note in a principal amount equal to the unredeemed portion of the Note will be issued in the name of the holder of the Note upon surrender for cancellation of the original Note. For so long as the

Notes are held by DTC (or another depositary), the redemption of the Notes shall be done in accordance with the policies and procedures of the depositary.

Section 3.02. Redemption Following a Change of Control Repurchase Offer. If

holders of not less than 90% in aggregate principal amount of the Outstanding Notes tender and do not withdraw such Notes in a Change of Control Offer and the Company, or any third party making a Change of Control Offer in lieu of the Company as

described in Section 4.01 hereof, purchases all of the Notes validly tendered and not withdrawn by such holders, the Company or such third party shall have the right, upon at least 15 and not more than 60 days’ prior notice, given not

more than 30 days following such purchase pursuant to such Change of Control Offer, to redeem all of the Notes that remain Outstanding following such purchase at a price in cash equal to the Change of Control Payment plus, to the extent not included

in the Change of Control Payment, accrued and unpaid interest, if any, thereon, to, but excluding, the Redemption Date.

Section 3.03. Notice of Redemption; Selection of Notes to be Redeemed. The Company shall mail (or otherwise deliver in accordance

with the applicable procedures of the Depositary if the Notes to be redeemed are issued in the form of one or more Global Notes) notice of any redemption to the registered holders of the Notes to be redeemed pursuant to Section 3.01 or

Section 3.02 hereof at least 10 and not more than 60 days prior to the Redemption Date. If the Notes are only partially redeemed pursuant to Section 3.01 hereof, the Notes to be redeemed will be selected by the Trustee in such manner as in

its sole discretion it shall deem appropriate and fair; provided that if at the time of redemption the Notes to be redeemed are registered as a Global Note, the Depositary shall determine, in accordance with its procedures, the principal

amount of the Notes to be redeemed held by each of its participants that holds a position in such Notes.

Notice of any voluntary

redemption of the Notes may, at the discretion of the Company, be subject to the satisfaction (or waiver by the Company in its sole discretion) of one or more conditions precedent described in such notice. If such redemption is subject to

satisfaction of one or more conditions precedent, such notice may state that, in the Company’s discretion, the Redemption Date may be delayed until such time as any or all such conditions shall be satisfied (or waived by the Company in its

sole discretion), or such redemption may not occur and such notice may be rescinded in the event that any or all such conditions shall not have been (or, in the Company’s sole determination, may not be) satisfied (or waived by the Company in

its sole discretion) by the Redemption Date, or by the Redemption Date so delayed.

Section 3.04. Payment of Redemption Price.

The Optional Redemption Price for any Notes to be redeemed pursuant to Section 3.01 or the redemption price for any Notes to be redeemed pursuant to Section 3.02 shall be paid prior to 12:00 noon, New York City time, on the Redemption

Date or at such later time as is then permitted by the rules of the Depositary for the Notes (if then registered as a Global Note); provided that the Company shall deposit with the Trustee an amount sufficient to pay the Optional Redemption

Price for the Notes to be redeemed pursuant to Section 3.01 or the redemption price for any Notes to be redeemed pursuant to Section 3.02 by 10:00 a.m., New York City time, on the date such payment is to be made.

ARTICLE 4

Change of Control

Repurchase Event

Section 4.01. Purchase of Notes Upon a Change of Control Repurchase Event. (a) If a Change of

Control Repurchase Event occurs, unless the Company at such time has given written notice of redemption with respect to all Outstanding Notes, pursuant to Section 3.03 hereof, each holder of Notes shall have the right to require the Company to

repurchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess thereof) of such holder’s Notes pursuant to the offer described in Section 4.01(b) hereof (such offer, the “Change of Control

Offer”) at a purchase price in cash equal to 101% of the aggregate principal amount of Notes repurchased, plus accrued and unpaid interest, if any, on the Notes repurchased up to, but not including, the date of purchase (the

“Change of Control Payment”).

(b) Within 30 days following any Change of Control Repurchase Event, unless the Company

at such time has given notice of redemption with respect to all Outstanding Notes pursuant to Section 3.03, the Company shall send a notice to each holder and the Trustee describing the transaction or transactions that constitute the Change of

Control and offering to repurchase all Outstanding Notes on the date specified in the notice (the “Change of Control Payment Date”), which date shall be no earlier than 15 days and no later than 60 days from the date such notice

is sent, pursuant to the procedures required by the Indenture and described in such notice. The notice, if mailed prior to the date of consummation of the Change of Control, shall state that the Change of Control Offer is

conditioned upon the Change of Control being consummated on or prior to the Change of Control Payment Date. If a Change of Control Payment Date is on or after a Record Date and on or before the

related Interest Payment Date, any accrued and unpaid interest shall be paid to the Person in whose name such Note is registered at the close of business on such Record Date. The Company shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of the Notes as a result of a Change of

Control Repurchase Event. To the extent that the provisions of any securities laws or regulations conflict with this Section 4.01, the Company shall comply with the applicable securities laws and regulations and shall not be deemed to have

breached the Company’s obligations pursuant to the Indenture by virtue of such compliance.

Date, the Company shall, to the extent lawful:

(i) accept for payment all Notes or portions of Notes (equal to $2,000 or

an integral multiple of $1,000 in excess thereof) properly tendered and not withdrawn pursuant to the Change of Control Offer;

(ii) deposit with the paying agent an amount equal to the Change of Control Payment in respect of all Notes or portions of

Notes properly tendered and not withdrawn; and

(iii) deliver or cause to be delivered to the Trustee the Notes properly

accepted together with an Officer’s Certificate stating the aggregate principal amount of Notes or portions of Notes being purchased by the Company.

(d) The paying agent shall promptly mail to each holder of Notes properly tendered and not withdrawn the Change of Control Payment for such

Notes, and the Trustee shall promptly authenticate and mail (or cause to be transferred by book entry) to each holder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any; provided that each such new Note

shall be in a minimum principal amount of $2,000 or an integral multiple of $1,000 in excess thereof. The Company shall publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment

Date.

(e) The Company shall not be required to make a Change of Control Offer with respect to the Notes upon a Change of Control

Repurchase Event if (i) a third party makes the Change of Control Offer with respect to such Notes in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 4.01 applicable to a Change of

Control Offer made by the Company and purchases the Notes properly tendered and not withdrawn under the Change of Control Offer, or (ii) a notice of redemption has been given with respect to the Notes, pursuant to Section 3.03, at any time

prior to 30 days following any Change of Control Repurchase Event, unless and until there is a default in payment of the applicable redemption price. Notwithstanding anything to the contrary contained herein, a Change of Control Offer may be made in

advance of a Change of Control Repurchase Event, conditioned upon the consummation of such Change of Control, if a definitive agreement is in place for the Change of Control at the time the Change of Control Offer is made.

ARTICLE 5

Particular Covenants

of the Company

Section 5.01. Limitation On Disposition of Voting Stock of our Significant Subsidiaries. (a) So long

as any Notes remain Outstanding, the Company:

(i) shall not, and shall not permit any Subsidiary to, sell, assign,

transfer or otherwise dispose of any shares of Voting Stock of a Significant Subsidiary or securities convertible into or options, warrants or rights to subscribe for or purchase shares of Voting Stock of a Significant Subsidiary, and shall not

permit any Significant Subsidiary to issue any shares of, or securities convertible into or options, warrants or rights to subscribe for or purchase shares of, Voting Stock of a Significant Subsidiary, in each case if, after giving effect to such

transaction and to the issuance of the maximum number of shares of Voting Stock of such Significant Subsidiary issuable upon the exercise of all such convertible securities, options, warrants or rights, such Significant Subsidiary would cease to be

a Controlled Subsidiary; and

(ii) shall not permit any Significant Subsidiary to: (A) merge or

consolidate with or into any corporation unless the survivor is the Company or is, or upon consummation of the merger or consolidation will become, a Controlled Subsidiary; or (B) lease, sell or transfer all or substantially all of its

properties and assets to any Person, except to the Company or to a Controlled Subsidiary or a Person that, upon such lease, sale or transfer, will become a Controlled Subsidiary.

(b) Notwithstanding Section 5.01(a), any such sale, assignment or transfer of securities, any such merger or consolidation or any such

lease, sale or transfer of properties and assets shall not be prohibited by this Section 5.01 if required by law, rule, regulation or order of any governmental agency or authority. In addition, for the avoidance of doubt, the limitations

described in Section 5.01(a)(ii) shall not apply to any transfer of loan receivables, on customary terms and in the ordinary course of business, directly or indirectly to the Company’s or the Company’s subsidiaries’

securitization entities in connection with its securitization facilities.

Section 5.02. Limitation on Creation of Liens.

(a) So long as any Notes remain Outstanding, the Company shall not, and shall not permit any Subsidiary to, create, assume or incur any pledge, encumbrance or lien upon any shares of Voting Stock of a Significant Subsidiary, or upon securities

convertible into or options, warrants or rights to subscribe for or purchase shares of, Voting Stock of any Significant Subsidiary, in each case to secure indebtedness for borrowed money, if, treating such pledge, encumbrance or lien as a transfer

of the shares of Voting Stock of such Significant Subsidiary, or securities convertible into or options, warrants or rights to subscribe for or purchase shares of Voting Stock of such Significant Subsidiary to the secured party (in each case after

giving effect to such transaction and to the issuance of the maximum number of shares of Voting Stock of such Significant Subsidiary issuable upon the exercise of all such convertible securities, options, warrants or rights), such Significant

Subsidiary would cease to be a Controlled Subsidiary, unless the Notes are equally and ratably secured with any and all such indebtedness for so long as such indebtedness is so secured.

(b) The limitations described in this Section 5.02 shall not apply to the incurrence of any pledge, encumbrance or lien upon loan

receivables, on customary terms and in the ordinary course of business, in connection with the Company’s or the Company’s subsidiaries’ securitization financing facilities.

ARTICLE 6

Forms of Notes

Section 6.01. Forms of Notes. The Notes and the Trustee’s Certificate of Authentication to be endorsed thereon are

to be substantially in the forms attached as Exhibit A hereto, with such changes therein as the Officers of the Company executing the Notes (by manual or facsimile signature) may approve, such approval to be conclusively evidenced by their execution

thereof.

ARTICLE 7

Original Issue of Notes

Section 7.01. Original Issue of Notes. The Notes having an aggregate principal amount of U.S. $500,000,000 (subject to the last

paragraph of Section 2.02 of the Base Indenture) may from time to time, upon execution of this Supplemental Indenture, be executed by the Company and delivered to the Trustee for authentication, and the Trustee shall thereupon authenticate and

deliver said Notes to or upon the written order of the Company pursuant to Section 2.03 of the Base Indenture without any further action by the Company (other than as required by the Base Indenture).

ARTICLE 8

Miscellaneous

Section 8.01. Ratification of Indenture. The Base Indenture, as supplemented by this Supplemental Indenture, is in all

respects ratified and confirmed, and this Supplemental Indenture shall be deemed part of the Base Indenture in the manner and to the extent herein and therein provided.

Section 8.02. Trustee Not Responsible for Recitals. The recitals herein contained are made by the Company and not by the Trustee,

and the Trustee assumes no responsibility for the correctness thereof. The Trustee makes no representation as to the validity or sufficiency of this Supplemental Indenture.

Section 8.03. Governing Law. THIS SUPPLEMENTAL INDENTURE AND EACH NOTE, AND ANY

CLAIM, CONTROVERSY OR DISPUTE ARISING UNDER OR RELATED TO THIS SUPPLEMENTAL INDENTURE OR ANY NOTE, SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

Each of the parties hereto hereby submits to the personal jurisdiction of, and each agrees that all proceedings relating hereto may be brought

in, courts located within the City and State of New York. The Company waives personal service of process and consents to service of process by certified or registered mail, return receipt requested, directed to it at the address last specified for

notices hereunder, and such service shall be deemed completed ten (10) calendar days after the same is so mailed. Any court order shall be accompanied by a legal opinion by counsel for the presenting party satisfactory to the Trustee to the

effect that said opinion is final and nonappealeable. The Trustee shall act on such court order and legal opinions without further question.

Section 8.04. Waiver of Trial by Jury. EACH OF THE COMPANY, THE TRUSTEE AND EACH HOLDER OF NOTES, BY ITS ACCEPTANCE THEREOF,

HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS INDENTURE, THE NOTES OR THE TRANSACTIONS CONTEMPLATED HEREBY.

Section 8.05. Table of Contents, Headings, etc. The table of contents and the titles and headings of the articles and sections of

this Supplemental Indenture have been inserted for convenience of reference only, are not to be considered a part hereof, and shall in no way modify or restrict any of the terms or provisions hereof.

Section 8.06. Execution in Counterparts. This Supplemental Indenture may be executed in any number of counterparts, each of which

shall be an original, but such counterparts shall together constitute but one and the same instrument. The words “execution,” “signed,” “signature,” “delivery,” and words of like import in or relating

to this Supplemental Indenture or any document to be signed in connection with this Supplemental Indenture shall be deemed to include electronic signatures, deliveries or the keeping of records in electronic form, each of which shall be of the same

legal effect, validity or enforceability as a manually executed signature, physical delivery thereof or the use of a paper-based recordkeeping system, as the case may be, and the parties hereto consent to conduct the transactions contemplated

hereunder by electronic means.

Section 8.07. Separability; Benefits. In case any one or more of the provisions contained in

this Supplemental Indenture or in the Notes shall for any reason be held to be invalid, illegal or unenforceable, in any respect, then, to the extent permitted by law, such invalidity, illegality or unenforceability of the remaining provisions shall

not in any way be affected or impaired thereby. Nothing in this Supplemental Indenture or in the Notes, expressed or implied, shall give to any person, other than the parties hereto and their successors hereunder, and the holders of the Notes, any

benefit or any legal or equitable right, remedy or claim under this Supplemental Indenture.

[Signature Page Follows]

IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly

executed, as of the day and year first written above.

SLM CORPORATION

By:

/s/ Peter M. Graham

Name:Peter M. Graham

Title:Co-President and Chief Financial Officer

[Signature Page to Fifth

Supplemental Indenture]

DEUTSCHE BANK NATIONAL TRUST COMPANY, not in its individual capacity but solely as Trustee

By:

/s/ Timothy Johnson

Name:Timothy Johnson

Title:Assistant Vice President

By:

/s/ Elisabeth Byers

Name:Elisabeth Byers

Title:Associate

[Signature Page to Fifth

Supplemental Indenture]

EX-4.2

Filename: d672122dex42.htm · Sequence: 4

EX-4.2

Exhibit 4.2

THIS NOTE IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF THE DEPOSITORY

TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), OR A NOMINEE OF DTC. THIS NOTE IS EXCHANGEABLE FOR SECURITIES REGISTERED IN THE NAME OF A PERSON OTHER THAN DTC OR ITS NOMINEE ONLY IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE

INDENTURE AND MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY DTC TO A NOMINEE OF DTC, OR BY A NOMINEE OF DTC TO DTC OR ANOTHER NOMINEE OF DTC.

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF DTC, TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE

OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS

REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. ANY HOLDER OR

BENEFICIAL OWNER SHALL BE DEEMED TO HAVE REPRESENTED, WARRANTED AND AGREED THAT IT IS NOT A “SPECIFIED FOREIGN ENTITY” AS DEFINED IN SECTION 7701(a)(51)(B) OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED.

SLM CORPORATION

6.495% Fixed-to-Floating Rate Senior Notes due 2032

CUSIP: 78442PGG5

No. ______

$______

SLM CORPORATION, a corporation organized and existing under the laws of Delaware (hereinafter called the

“Company,” which term includes any successor corporation under the Indenture hereinafter referred to), for value received, hereby promises to pay to _____________, or registered assigns, the principal sum as set forth in the

Schedule of Increases or Decreases In Note attached hereto on May 15, 2032 (such date is hereinafter referred to as the “Maturity Date”), and to pay interest thereon from May 15, 2026, or from the most recent Fixed Rate

Period Interest Payment or Floating Rate Period Interest Payment Date, as applicable, to which interest has been paid or duly provided for during the period (a) from and including May 15, 2026 to, but excluding, May 15, 2031 (the

“Fixed Rate Period”), at the rate of 6.495% per annum thereon, semi-annually in arrears on May 15 and November 15 of each year, with payment commencing on [●] and ending on May 15, 2031 (each a “Fixed

Rate Period Interest Payment Date”); and (b) from, and including May 15, 2031 to, but excluding, the Maturity Date (the “Floating Rate Period”) at a floating rate per annum equal to the Benchmark plus 271 basis

points, as determined in arrears by the Calculation Agent, quarterly in arrears on August 15, 2031, November 15, 2031, February 15, 2032 and the Maturity Date (each a “Floating Rate Period Interest Payment Date”).

The amount of interest payable for any full semi-annual interest period during the Fixed Rate Period in respect of the Notes shall be

computed on the basis of a 360-day year consisting of twelve 30-day months. The amount of interest payable for any period shorter than a full semi-annual interest period

during the Fixed Rate Period in respect of the Notes shall be computed on the basis of a 30-day month and, for any period less than a month, on the basis of the actual number of days elapsed per 30-day month. If any scheduled Fixed Rate Period Interest Payment Date, Maturity Date or any Redemption Date falls on a day that is not a Business Day, then payment of any interest, principal or premium payable on

such date shall be postponed to the next succeeding Business Day, with the same force and effect as if made on the date such payment was due, and no interest or other payment shall accrue as a result of such delay.

A-1

The amount of interest payable for any interest period during the Floating Rate Period shall

be computed on the basis of the actual number of days in each interest period during the Floating Rate Period (or any other relevant period) and a 360-day year. The amount of accrued interest payable on the

Notes for each interest period during the Floating Rate Period shall be computed by multiplying (i) the outstanding principal amount of the Notes by (ii) the product of (a) the interest rate for the relevant interest period during the

Floating Rate Period multiplied by (b) the quotient of the actual number of calendar days in the applicable Observation Period relating to such interest period during the Floating Rate Period (or any other relevant period) divided by 360. The

interest rate on the Notes shall in no event be lower than zero. If any scheduled Floating Rate Period Interest Payment Date (other than the Maturity Date or any Redemption Date) falls on a day that is not a Business Day, such Floating Rate Period

Interest Payment Date shall be postponed to the next succeeding Business Day, except that, if the next succeeding Business Day falls in the next calendar month, then such Floating Rate Period Interest Payment Date shall be advanced to the

immediately preceding day that is a Business Day. If any such Floating Rate Period Interest Payment Date (other than the Maturity Date or any Redemption Date) is postponed or brought forward as described above, the payment of interest due on such

postponed or brought forward Floating Rate Period Interest Payment Date shall include interest accrued to but excluding such postponed or brought forward Floating Rate Period Interest Payment Date.

The term “Business Day” means any calendar day that is not a Saturday, Sunday or a day on which commercial banking

institutions are not required to be open for business in The City of New York, New York.

The interest so payable, and punctually paid or

duly provided for, on any Interest Payment Date shall, as provided in such Indenture, be paid to the person in whose name the relevant Notes, or any predecessor Notes, are registered at the close of business on the Record Date for such Interest

Payment Date; provided that the interest due on the Maturity Date or a Redemption Date (in each case, whether or not an Interest Payment Date) of a Note of this series shall be paid to the Person to whom principal of such Note is payable.

Payment of the principal of and interest on this Note shall be made at the office or agency of the Company maintained for that purpose in

the Borough of Manhattan, The City of New York, which shall initially be the Principal Office of the Trustee located therein, in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public

and private debts; provided, however, that payment of interest may be made at the option of the Company by check mailed to the Person entitled thereto at such address as shall appear in the Security Register or by wire transfer to an account

the relevant Note in the case of a payment of interest on a Redemption Date or the Maturity Date).

Reference is hereby made to the

further provisions of this Note set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place.

Unless the certificate of authentication hereon has been executed by the Trustee referred to on the reverse hereof by manual signature, this

Note shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose.

A-2

IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed.

SLM CORPORATION

By:

Name:

Title:

TRUSTEE’S CERTIFICATE OF AUTHENTICATION

This is one of the Securities of the series designated therein described in the within-mentioned Indenture.

Dated: _____________

DEUTSCHE BANK NATIONAL TRUST COMPANY, not in its individual capacity but solely as Trustee

By:

Authorized Signatory

REVERSE OF NOTE

This Note is one of a duly authorized issue of securities of the Company (herein called the “Notes”), issued and to be

issued in one or more series under an Indenture (the “Base Indenture”), dated as of June 17, 2015, between the Company and Deutsche Bank National Trust Company, as Trustee (herein called the “Trustee,”

which term includes any successor trustee), as amended and supplemented by the Fifth Supplemental Indenture, dated as of May 15, 2026 between the Company and the Trustee (the “Fifth Supplemental Indenture,” and the Base

Indenture as supplemented by the Fifth Supplemental Indenture, the “Indenture”), to which Indenture reference is hereby made for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the

Company, the Trustee and the holders of the Notes and of the terms upon which the Notes are, and are to be, authenticated and delivered. This Note is one of the series designated on the face hereof, initially limited in aggregate principal amount to

$500,000,000.

All terms used but not defined in this Note that are defined in the Indenture shall have the meaning assigned to them in

the Indenture.

The Notes are subject to certain optional redemption provisions as set forth in the Indenture.

The Notes are not entitled to the benefit of any sinking fund.

The Indenture contains provisions for defeasance of the obligations of the Company at any time upon compliance by the Company with certain

conditions set forth therein, which provisions apply to the Notes of this series.

If an Event of Default with respect to Notes of this

series shall occur and be continuing, the principal of the Notes of this series may be declared due and payable in the manner and with the effect provided in the Indenture.

The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations

of the Company and the rights of the holders of the Notes at any time by the Company and the Trustee, with the consent of the holders of a majority in the aggregate principal amount of the Notes of each series affected thereby at the time

Outstanding, voting as a single class. The Indenture also contains provisions permitting the holders of specified percentages in principal amount of the Notes of a series at the time Outstanding, on behalf of the holders of all Notes of such series,

to waive certain past defaults under the Indenture and their consequences. Any such consent or waiver by the holder of this Note shall be conclusive and binding upon such holder and upon all future holders of this Note and of any Note issued upon

the registration of transfer hereof or in exchange herefor or in lieu hereof, whether or not notation of such consent or waiver is made upon this Note.

As provided in the Indenture and subject to certain limitations therein set forth, the transfer of this Note is registrable in the Security

Register, upon surrender of this Note for registration of transfer at the office or agency of the Company in any place where the principal of and interest on this Note are payable, duly endorsed by, or accompanied by a written instrument of transfer

in form satisfactory to the Company and the Security Registrar duly executed by the holder hereof or his or her attorney duly authorized in writing, and thereupon one or more new Notes of this series, of authorized denominations and for the same

aggregate principal amount, shall be issued to the designated transferee or transferees.

The Notes of this series are issuable only in

registered form without coupons in minimum denominations of $2,000 and any integral multiple of $1,000 in excess thereof, except as provided for in Section 2.04 of the Fifth Supplemental Indenture. As provided in the Indenture and subject to

certain limitations therein set forth, Notes of this series are exchangeable for a like aggregate principal amount of Notes of this series of a different authorized denomination, as requested by the holder surrendering the same.

No service charge shall be made for any such registration of transfer or exchange, but the Company may require payment of a sum sufficient to

cover any tax or other governmental charge payable in connection therewith.

The Trustee and any agent of the Company or the Trustee may

treat the Person in whose name this Note is registered as the owner hereof for all purposes, whether or not this Note is overdue, and neither the Company, the Trustee nor any such agent shall be affected by notice to the contrary.

A-R-1

THIS NOTE, AND ANY CLAIM, CONTROVERSY OR DISPUTE ARISING UNDER OR RELATED TO THIS NOTE,

SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

The Company shall furnish a copy of the

Indenture to any holder upon written request and without charge.

A-R-2

ASSIGNMENT

FOR VALUE RECEIVED, the undersigned assigns and transfers this Note to:

(Insert assignee’s

social security or tax identification number)

(Insert address and zip code

of assignee) and irrevocably appoints

agent to transfer this Note

on the books of the Company. The agent may substitute another to act for him or her.

Date: _________

Signature:

Signature Guarantee: __________

(Sign exactly as your name appears on the other side of this Note)

SIGNATURE GUARANTEE

Signatures must be guaranteed by an “eligible guarantor institution” meeting the requirements of the Security Registrar, which

requirements include membership or participation in the Security Transfer Agent Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Security Registrar in addition to, or

in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended.

SCHEDULE OF INCREASES OR DECREASES IN NOTE

The initial principal amount of this Note is $______________. The following increases or decreases in the principal amount of this Note have

been made:

Date

Amount of

decrease in

principal

amount

of this Note

Amount of

increase in

principal

amount

of this Note

Principal amount

of this Note

following

such

decrease or

increase

Signature of

authorized

signatory

Trustee

EX-5.1

Filename: d672122dex51.htm · Sequence: 5

EX-5.1

Exhibit 5.1

Davis Polk & Wardwell LLP

450 Lexington Avenue

New York, NY 10017

davispolk.com

Exhibits 5.1 and 23.1

OPINION OF DAVIS POLK & WARDWELL LLP

May 15, 2026

SLM Corporation

300 Continental Drive

Newark, Delaware 19713

Ladies and Gentlemen:

SLM Corporation, a Delaware corporation

(the “Company”), has filed with the Securities and Exchange Commission a Registration Statement on Form S-3 (File No. 333-281147) (the

“Registration Statement”) for the purpose of registering under the Securities Act of 1933, as amended (the “Securities Act”), certain securities, including $500,000,000 aggregate principal amount of the

Company’s 6.495% Fixed-to-Floating Rate Senior Notes due 2032 (the “Securities”). The Securities are to be issued pursuant to the provisions of

the Indenture dated as of June 17, 2015 (the “Base Indenture”) between the Company and Deutsche Bank National Trust Company, as trustee (the “Trustee”), as supplemented by the Fifth Supplemental Indenture

dated as of May 15, 2026 between the Company and the Trustee (the “Fifth Supplemental Indenture” and, together with the Base Indenture, the “Indenture”). The Securities are to be sold pursuant to the

Underwriting Agreement dated May 6, 2026 (the “Underwriting Agreement”) among the Company and the several underwriters named therein (the “Underwriters”).

We, as your counsel, have examined originals or copies of such documents, corporate records, certificates of public officials and other instruments as we have

deemed necessary or advisable for the purpose of rendering this opinion.

In rendering the opinion expressed herein, we have, without independent inquiry

or investigation, assumed that (i) all documents submitted to us as originals are authentic and complete, (ii) all documents submitted to us as copies conform to authentic, complete originals, (iii) all signatures on all documents

that we reviewed are genuine, (iv) all natural persons executing documents had and have the legal capacity to do so, (v) all statements in certificates of public officials and officers of the Company that we reviewed were and are accurate

and (vi) all representations made by the Company as to matters of fact in the documents that we reviewed were and are accurate.

Based upon the

foregoing, and subject to the additional assumptions and qualifications set forth below, we advise you that, in our opinion, assuming the Securities have been duly executed and authenticated in accordance with the provisions of the Indenture and

delivered to and paid for by the Underwriters pursuant to the Underwriting Agreement, the Securities will constitute valid and binding obligations of the Company, enforceable in accordance with their terms, subject to applicable bankruptcy,

insolvency and similar laws affecting creditors’ rights generally, concepts of reasonableness and equitable principles of general applicability, provided that we express no opinion as to the effect of fraudulent conveyance, fraudulent transfer

or similar provision of applicable law on the conclusions expressed above or the validity, legally binding effect or enforceability of any provision that permits holders to collect any portion of stated principal amount upon acceleration of the

Securities to the extent determined to constitute unearned interest.

SLM Corporation

In addition, we have assumed that the Indenture and the Securities (collectively, the “Documents”) are

valid, binding and enforceable agreements of each party thereto (other than as expressly covered above in respect of the Company). We have also assumed that the execution, delivery and performance by each party to each Document to which it is a

party (a) are within its corporate powers, (b) do not contravene, or constitute a default under, the certificate of incorporation or bylaws or other constitutive documents of such party, (c) require no action by or in respect of, or

filing with, any governmental body, agency or official and (d) do not contravene, or constitute a default under, any provision of applicable law or regulation or any judgment, injunction, order or decree or any agreement or other instrument

binding upon such party, provided that we make no such assumption to the extent that we have specifically opined as to such matters with respect to the Company.

We are members of the Bar of the State of New York and the foregoing opinion is limited to the laws of the State of New York and the General Corporation Law

of the State of Delaware, except that we express no opinion as to (i) any law, rule or regulation that is applicable to the Company, the Documents or such transactions solely because such law, rule or regulation is part of a regulatory regime

applicable to any party to any of the Documents or any of its affiliates due to the specific assets or business of such party or such affiliate or (ii) any law, rule or regulation relating to national security.

We hereby consent to the filing of this opinion as an exhibit to a report on Form 8-K to be filed by the Company on

the date hereof and its incorporation by reference into the Registration Statement and further consent to the reference to our name under the caption “Legal Matters” in the prospectus supplement which is a part of the Registration

Statement. In giving this consent, we do not admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act.

Very truly yours,

/s/ DAVIS

POLK & WARDWELL LLP

May 15, 2026

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