Stockholders' Equity

12 Months Ended

Dec. 31, 2024

Equity [Abstract]

Stockholders' Equity

Stockholders’ Equity

Preferred Stock

At December 31, 2024, we had 2.5 million shares of Floating-Rate Non-Cumulative Preferred Stock, Series B (the “Series B Preferred Stock”) outstanding. The Series B Preferred Stock does not have a maturity date, but can be redeemed at our option. Redemption would include any accrued and unpaid dividends for the then current quarterly dividend period, up to the redemption date. The shares have no preemptive or conversion rights and are not exchangeable for any of our other securities or property. Dividends are not mandatory and are paid quarterly, when, as, and if declared by the Board of Directors. Holders of Series B Preferred Stock were entitled to receive quarterly dividends based on 3-month LIBOR plus 170 basis points per annum in arrears, until the transition to SOFR in the third quarter of 2023. The first dividends on our Series B Preferred Stock that were based on a SOFR rate were declared dividends paid on December 15, 2023, which were based on the adjusted 3-month CME Term SOFR plus 170 basis points per annum in arrears, where the adjusted 3-month CME Term SOFR includes the LIBOR Benchmark Replacement Adjustment of 26.161 basis points. Upon liquidation or dissolution of the Company, holders of the Series B Preferred Stock are entitled to receive $100 per share, plus an amount equal to accrued and unpaid dividends for the then current quarterly dividend period, pro rata, and before any distribution of assets is made to holders of our common stock.

Common Stock

Our shareholders have authorized the issuance of 1.125 billion shares of common stock (par value of $0.20). At December 31, 2024, 210 million shares were issued and outstanding and 33 million shares were unissued but encumbered for outstanding stock options, restricted stock, restricted stock units, performance stock units, and dividend equivalent units for employee compensation and remaining authority for stock-based compensation plans.

Common Stock Dividends

In the year ended December 31, 2024, we paid a total common stock dividend of $0.46 per common share. In both the years ended December 31, 2023 and 2022, we paid a total common stock dividend of $0.44 per common share. Common stock dividend declarations are subject to determination by, and the discretion of, our Board of Directors. We may change our common stock dividend policy at any time.

We are dependent on funds obtained from the Bank to fund dividend payments. Regulatory and other legal restrictions may limit our ability to transfer funds freely, either to or from our subsidiaries. In particular, the Bank is subject to laws and regulations that authorize regulatory bodies to block or reduce the flow of funds to us, or that prohibit such transfers altogether in certain circumstances. These laws, regulations, and rules may hinder our ability to access funds that we may need to make payments in respect of our stock or to satisfy our other responsibilities. The FDIC has the authority to prohibit or limit the payment of dividends by the Bank and SLM Corporation.

Share Repurchases

In January 2020, we announced a share repurchase program of up to $600 million of common stock. This program expired in January 2022. In January 2021, we announced an additional share repurchase program of up to $1.25 billion of common stock (the “2021 Share Repurchase Program”) that expired in January 2023. In October 2021, our Board of Directors approved a $250 million increase in the amount of common stock that could be repurchased under the 2021 Share Repurchase Program, resulting in a total authorization of $1.5 billion of common stock. In January 2022, we announced a share repurchase program of up to $1.25 billion of common stock that expired in January 2024.

In January 2024, we announced a new share repurchase program of up to $650 million of common stock (the “2024 Share Repurchase Program”). The program expires in February 2026. We had $402 million of capacity remaining under the 2024 Share Repurchase Program at December 31, 2024.

Under the above share repurchase programs, repurchases could occur from time to time and through a variety of methods, including open market repurchases, repurchases effected through Rule 10b5-1 trading plans, negotiated block purchases, accelerated share repurchase programs, tender offers, or other similar transactions. The timing and volume of any repurchases are subject to market conditions, and there can be no guarantee that the Company will repurchase up to the limit of the 2024 Share Repurchase Program.

Share Repurchases under our Rule 10b5-1 Trading Plans

During the years ended December 31, 2024, 2023, and 2022, we repurchased 12 million, 22 million, and 40 million shares, respectively, of our common stock at a total cost of $250 million, $349 million, and $708 million, respectively, under Rule 10b5-1 trading plans authorized under our share repurchase programs.

The following table summarizes our common share repurchases and issuances associated with these programs.

Years Ended December 31, (shares and per share amounts in actuals)	2024		2023		2022
Common stock repurchased under repurchase programs(1)	11,586,103		22,341,595		40,253,548
Average purchase price per share(2)	$	21.59	$	15.64	$	17.58
Shares repurchased related to employee stock-based compensation plans(3)	749,866		1,099,241		1,135,509
Average purchase price per share	$	20.19	$	15.46	$	18.36
Common shares issued(4)	2,374,379		3,109,276		3,107,768

(1)      Common shares purchased under our share repurchase programs. There was $402 million of capacity remaining under the 2024 Share Repurchase Program at December 31, 2024.

(2)       Average purchase price per share includes purchase commission costs and excise taxes.

(3)      Comprised of shares withheld from stock option exercises and the vesting of restricted stock, restricted stock units, performance stock units, and dividend equivalent units for employees’ tax withholding obligations and shares tendered by employees to satisfy option exercise costs.

(4)      Common shares issued under our various compensation and benefit plans.

The closing price of our common stock on the NASDAQ Global Select Market on December 31, 2024 was $27.58.