SLM CorpSLM
SLM Corp Stock Compensation Disclosure
Stock-Based Compensation Plans and Arrangements
Plan Summaries
As of December 31, 2025, we had one active stock-based compensation plan that provides for grants of equity awards to our employees and non-employee directors.
The SLM Corporation 2021 Omnibus Incentive Plan was approved by stockholders on June 8, 2021, and at December 31, 2025, 13 million shares were authorized to be issued from this plan.
We also maintain an employee stock purchase plan. The number of shares authorized under the plan at December 31, 2025 was 14 million shares.
Shares issued under these stock-based compensation plans may be either shares reacquired by us or shares that are authorized but unissued.
Stock-Based Compensation
The total stock-based compensation cost recognized in the consolidated statements of income for the years ended December 31, 2025, 2024, and 2023 were $41 million, $40 million, and $36 million, respectively. As of December 31, 2025, there was $27 million of total unrecognized compensation expense related to unvested restricted stock awards, restricted stock units, performance stock units, and ESPP awards, which is expected to be recognized over a weighted average period of 1.3 years. We amortize compensation expense on a straight-line basis over the related vesting periods of each tranche of each award.
Stock Options
There were no stock options granted in the years ended December 31, 2023, 2024, or 2025.
The following table summarizes stock option activity for the year ended December 31, 2025.
| (Dollars in thousands, shares and per share amounts in actuals) | Number of Options | Weighted Average Exercise Price per Share | Weighted Average Remaining Contractual Term | Aggregate Intrinsic Value(1) | |||||||||||||||||||
| Outstanding at December 31, 2024 | 1,000,529 | $ | 17.59 | ||||||||||||||||||||
| Granted | — | — | |||||||||||||||||||||
Exercised(2)(3) | (69,115) | 17.52 | |||||||||||||||||||||
| Canceled | — | — | |||||||||||||||||||||
Outstanding at December 31, 2025(4) | 931,414 | $ | 17.59 | 5.2 years | $ | 8,818 | |||||||||||||||||
| Exercisable at December 31, 2025 | 931,414 | $ | 17.59 | 5.2 years | $ | 8,818 | |||||||||||||||||
(1)The aggregate intrinsic value represents the total intrinsic value (the aggregate difference between our closing stock price on December 31, 2025 and the exercise price of in-the-money options) that would have been received by the option holders if all in-the-money options had been exercised on December 31, 2025.
(2)For the years ended December 31, 2025 and 2024, the total intrinsic value of the options exercised was $1 million and $0.3 million, respectively. No options were exercised in the year ended December 31, 2023.
(3)Cash of $1 million was received from option exercises for the year ended December 31, 2025. The actual tax benefit realized for the tax deductions from option exercises totaled less than $1 million for the year ended December 31, 2025.
(4)For net-settled options, gross number is reflected.
Restricted Stock
Restricted stock awards generally vest over one year. Outstanding restricted stock is entitled to dividend equivalent units that vest subject to the same vesting requirements or lapse of transfer restrictions, as applicable, as the underlying restricted stock award. The fair value of restricted stock awards is based on our stock price at the grant date.
The following table summarizes restricted stock activity for the year ended December 31, 2025.
| (Shares and per share amounts in actuals) | Number of Shares | Weighted Average Grant Date Fair Value | |||||||||
| Non-vested at December 31, 2024 | 70,690 | $ | 20.51 | ||||||||
| Granted | 63,372 | 31.24 | |||||||||
Vested(1) | (70,690) | 20.51 | |||||||||
| Canceled | — | — | |||||||||
Non-vested at December 31, 2025(2) | 63,372 | $ | 31.24 | ||||||||
(1)The total fair value of shares that vested during the years ended December 31, 2025, 2024, and 2023 was $1 million, $1 million, and $1 million, respectively.
(2)As of December 31, 2025, there was $0.9 million of unrecognized compensation cost related to restricted stock, which is expected to be recognized over a weighted average period of 0.5 years.
Restricted Stock Units and Performance Stock Units
Restricted stock units (“RSUs”) and performance stock units (“PSUs”) are equity awards granted to employees that entitle the holder to shares of our common stock when the award vests. RSUs may be time-vested over three years or vested at grant but subject to transfer restrictions, while PSUs vest based on corporate performance targets at the end of a three-year period.
Outstanding RSUs and PSUs are entitled to dividend equivalent units that are subject to the same vesting requirements or lapse of transfer restrictions, as applicable, as the underlying award. The fair value of RSUs is based on our stock price at the grant date. The fair value of each PSU grant was estimated on the date of grant using the Monte Carlo simulation-pricing model.
The following table summarizes RSU and PSU activity for the year ended December 31, 2025.
| (Shares and per share amounts in actuals) | Number of RSUs/ PSUs | Weighted Average Grant Date Fair Value | |||||||||
| Outstanding at December 31, 2024 | 4,438,181 | $ | 18.16 | ||||||||
| Granted | 1,661,610 | 28.96 | |||||||||
Vested and converted to common stock(1) | (2,226,858) | 18.64 | |||||||||
| Canceled | (92,955) | 22.65 | |||||||||
Outstanding at December 31, 2025(2) | 3,779,978 | $ | 22.51 | ||||||||
(1)The total fair value of RSUs/PSUs that vested and converted to common stock during the years ended December 31, 2025, 2024, and 2023 was $42 million, $32 million, and $35 million, respectively.
(2)As of December 31, 2025, there was $26 million of unrecognized compensation cost related to RSUs/PSUs, which is expected to be recognized over a weighted average period of 1.4 years.
Employee Stock Purchase Plan
On June 17, 2025, the Company’s stockholders approved the SLM Corporation 2025 Employee Stock Purchase Plan (the “2025 ESPP”) upon the recommendation and approval by the Board of Directors. The 2025 ESPP replaced the prior plan, the Sallie Mae Employee Stock Purchase Plan, as amended and restated (the “2014 ESPP”).
Under the terms of the 2025 ESPP, eligible employees may purchase shares of our common stock at a price no less than 85 percent of the lower of the fair market value of the Company’s common stock on either the first or last day of each offering period (i.e. a 15 percent discount), up to a certain maximum purchase price per offering period. The 2025 ESPP does not include post-purchase holding requirements and does not include certain features that could trigger modification, such as increases to contribution rates, resets, and rollovers. Employees are allowed to terminate their participation in the 2025 ESPP in a timely manner during the purchase period prior to the purchase of shares.
The fair values of the stock purchase rights of the ESPP offerings were calculated using a Black-Scholes option pricing model with the following weighted average assumptions:
| Years ended December 31, (per share amounts in actuals) | 2025 | 2024 | 2023 | ||||||||||||||
| Risk-free interest rate | 3.72 | % | 4.56 | % | 5.31 | % | |||||||||||
| Expected volatility | 29 | % | 27 | % | 38 | % | |||||||||||
| Expected dividend rate | 1.75 | % | 1.99 | % | 2.73 | % | |||||||||||
| Expected life of the option | 6 months | 1 year | 1 year | ||||||||||||||
| Weighted average fair value of stock purchase rights | $ | 6.70 | $ | 5.07 | $ | 4.14 | |||||||||||
The expected volatility is based on implied volatility from publicly-traded options on our stock at the grant date and historical volatility of our stock consistent with the expected life. The risk-free interest rate is based on the zero-coupon U.S. Treasury STRIPS rate at the grant date consistent with the expected life.
The fair values were amortized to compensation cost on a straight-line basis over a one-year vesting period for the 2014 ESPP and a six-month vesting period for the 2025 ESPP. As of December 31, 2025, there was less than $1 million of unrecognized compensation cost related to the 2025 ESPP, which is expected to be recognized by May 2026.
During the years ended December 31, 2025, 2024 and 2023, plan participants purchased approximately 197,000 shares, 227,000 shares and 195,000 shares, respectively, of our common stock.
About Stock Compensation Disclosures
Stock-based compensation disclosures detail the equity awards granted to employees and executives — including stock options, restricted stock units (RSUs), and performance shares — along with the valuation methods and assumptions used to expense them. This section reveals the true cost of talent retention and the alignment between management incentives and shareholder interests.
Key signals: total unrecognized compensation expense and its expected recognition period signal future earnings headwinds from already-granted awards. For stock options, examine Black-Scholes assumptions — expected volatility, risk-free rate, and expected term — as understating any of these reduces reported compensation expense. Compare stock compensation expense as a percentage of revenue against peers to assess dilution cost. Watch vesting schedules for acceleration clauses tied to change-of-control events. Performance-based awards with undemanding targets may indicate weak governance. Add back stock compensation to operating cash flow to calculate a more conservative free cash flow figure.