ITEM 8.01 OTHER EVENTS.

On October 26, 2020, SLM Corporation, a Delaware corporation (the "Company"), announced that it priced its public offering of $500 million aggregate principal amount of 4.200% Senior Notes due 2025 (the "Notes Offering"). J.P. Morgan Securities LLC and RBC Capital Markets, LLC are acting as joint book-running managers. Barclays Capital Inc. and Goldman Sachs & Co. LLC are acting as co-managers. The 4.200% Senior Notes due 2025 are expected to be issued on October 29, 2020, subject to customary closing conditions. The Company intends to use part of the net proceeds from the Notes Offering to fund a tender offer for up to 2,000,000 shares of its outstanding Floating Rate Non-Cumulative Preferred Stock, Series B, par value $.20 per share ("Series B Preferred Stock"), CUSIP No. 78442P502, and to use the remaining proceeds for general corporate purposes, which may include the repayment of debt and future share repurchase programs.

The Company intends to commence such self-tender offer to purchase up to 2,000,000 of its shares of Series B Preferred Stock, or such lesser number of its shares of Series B Preferred Stock as are properly tendered and not properly withdrawn, at a purchase price of $45.00 per share, plus accrued and unpaid dividends, if any (the "Tender Offer"), on October 27, 2020. The Tender Offer is expected to expire at 11:59 p.m., New York City time, on November 24, 2020, unless extended.

Attached as Exhibit 99.1, and incorporated by reference herein, is a copy of the Company's press release dated October 26, 2020 related to the Notes Offering.

Tender Offer Statement

The Tender Offer has not yet commenced. This communication is for informational purposes only and is not an offer to buy or the solicitation of an offer to sell any shares of Series B Preferred Stock. On the commencement date of the Tender Offer, a tender offer statement on Schedule TO, including an offer to purchase, a letter of transmittal and related materials, will be filed with the Securities and Exchange Commission (the "SEC") by the Company. The solicitation and offer to buy shares of Series B Preferred Stock will only be made pursuant to the offer to purchase, the letter of transmittal and the related materials that the Company will file as part of the Schedule TO. Holders of the Series B Preferred Stock should carefully read those materials when they are available because they will contain important information, including the various terms and conditions of the Tender Offer. Neither the Company nor its directors make any recommendation as to whether to tender shares. Shareholders may obtain free copies, when available, of the tender offer statement on Schedule TO, the offer to purchase, the letter of transmittal and the related materials that will be filed by the Company with the SEC at the commission's website at www.sec.gov. Once the Tender Offer is commenced, holders of the Series B Preferred Stock also may obtain a copy of these documents, without charge, from the information agent for the Tender Offer.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.



(d) Exhibits
       Exhibit
       Number       Description

        99.1          Sallie Mae - Press Release - October 26, 2020

         104        Cover Page Interactive Data File (formatted as Inline XBRL)

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