Nelnet (NYSE: NNI) inks $435M credit facility, replaces 2021 line
Filing Impact
Filing Sentiment
Form Type
8-K
Rhea-AI Filing Summary
Nelnet, Inc. entered into a new $435 million unsecured line of credit with a syndicate of banks led by U.S. Bank National Association as Administrative Agent. The facility initially has a zero balance and the full $435 million is available for general corporate purposes.
The credit agreement matures on March 31, 2031 and includes financial covenants tied to minimum consolidated net worth, an adjusted EBITDA-to-recourse indebtedness ratio, limits on recourse indebtedness and permitted investments, and an asset quality test for non-FFELP loans. Certain subsidiaries guarantee the obligations.
In connection with this new facility, Nelnet terminated its prior $495 million unsecured line of credit dated September 22, 2021, which had a scheduled maturity of September 22, 2026 and no outstanding balance at termination.
Positive
- None.
Negative
- None.
8-K Event Classification
4 items: 1.01, 1.02, 2.03, 9.01
4 items
Item 1.01
Entry into a Material Definitive Agreement
Business
The company signed a significant contract such as a merger agreement, credit facility, or major partnership.
Item 1.02
Termination of a Material Definitive Agreement
Business
A significant contract was terminated, which may affect business operations or revenue.
Item 2.03
Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement
Financial
The company incurred a new significant debt or off-balance-sheet obligation.
Item 9.01
Financial Statements and Exhibits
Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Key Figures
New credit facility size: $435 million
Initial outstanding balance: $0
New facility maturity: March 31, 2031
+3 more
6 metrics
New credit facility size
$435 million
Unsecured line of credit under 2026 Credit Agreement
Initial outstanding balance
$0
Balance on new $435 million line at inception
New facility maturity
March 31, 2031
Maturity date of the Credit Agreement
Terminated facility size
$495 million
Unsecured line of credit under 2021 Credit Agreement
Terminated facility maturity
September 22, 2026
Scheduled maturity of 2021 Credit Agreement
Outstanding on 2021 facility at termination
$0
Balance on 2021 Credit Agreement when terminated
Key Terms
Credit Agreement, unsecured line of credit, consolidated net worth, adjusted EBITDA to recourse indebtedness, +2 more
6 terms
Credit Agreement financial
"Nelnet, Inc. entered into a Credit Agreement for a $435 million unsecured line of credit"
A credit agreement is a written loan contract between a borrower and a bank or other lender that lays out how much money can be borrowed, the interest rate, repayment schedule, fees, and the rules the borrower must follow. For investors, it matters because those terms affect a company’s cash costs, borrowing flexibility and risk of default — similar to how a mortgage’s rules determine a homeowner’s monthly budget and freedom to make changes.
unsecured line of credit financial
"entered into a Credit Agreement for a $435 million unsecured line of credit"
consolidated net worth financial
"financial covenants related to maintenance of a minimum consolidated net worth"
adjusted EBITDA to recourse indebtedness financial
"a minimum adjusted EBITDA to recourse indebtedness, a limitation on recourse indebtedness"
asset quality test financial
"and an asset quality test related to non-FFELP loans held by the Company"
non-FFELP loans financial
"an asset quality test related to non-FFELP loans held by the Company and its consolidated subsidiaries"
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)
(Exact name of registrant as specified in its charter)
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(17 CFR 240.14d-2(b))
(17 CFR 240.13e-4(c))
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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 March 31, 2026, Nelnet, Inc. (the “Company”) entered into a Credit Agreement (the “Credit Agreement”) for a $435 million unsecured line of credit with U.S. Bank National Association, as Administrative Agent (the “Administrative Agent”), Joint Lead Arranger, Joint Book Runner, and an individual lender, Wells Fargo Bank, National Association, as Syndication Agent (the “Syndication Agent”) and an individual lender, Royal Bank of Canada, as Documentation Agent and an individual lender, Wells Fargo Securities, LLC, as Joint Lead Arranger and Joint Book Runner, and First National Bank of Omaha and Regions Bank, as additional individual lenders.
The $435 million unsecured line of credit has an initial outstanding balance of $0 and $435 million available for future use. Borrowings by the Company under the Credit Agreement will bear interest at rates that will vary based on market conditions, the Company's credit rating, interest elections by the Company under the Credit Agreement, and other factors at the time of the borrowings. The proceeds of any borrowings are to be used for general corporate purposes. The maturity date of the Credit Agreement is March 31, 2031.
The Credit Agreement contains customary representations and warranties and affirmative and negative covenants, including, but not limited to, certain financial covenants related to maintenance of a minimum consolidated net worth, a minimum adjusted EBITDA to recourse indebtedness, a limitation on recourse indebtedness and permitted investments, and an asset quality test related to non-FFELP loans held by the Company and its consolidated subsidiaries. Any violation of these covenants could lead to an event of default under the Credit Agreement. The Company's obligations under the Credit Agreement are guaranteed by certain subsidiaries of the Company.
The Administrative Agent, the Syndication Agent, certain of the other lenders under the Credit Agreement and certain of their respective affiliates have performed and/or may in the future perform various commercial banking, lending, investment banking, financial advisory, trustee or other services for the Company and its subsidiaries, for which they have received and/or will receive customary fees and reimbursement of expenses.
The description above is a summary of the Credit Agreement and is qualified in its entirety by the complete text of the Credit Agreement, a copy of which is filed with this report as Exhibit 10.1 and is incorporated by reference herein.
Item 1.02 Termination of a Material Definitive Agreement.
In conjunction with entering into the new Credit Agreement on March 31, 2026, as discussed under Item 1.01 above, the Company terminated the Third Amended and Restated Credit Agreement dated as of September 22, 2021 (as amended, the "2021 Credit Agreement") among the Company, U.S. Bank National Association, as Administrative Agent, Wells Fargo Bank, National Association, as Syndication Agent, Royal Bank of Canada, as Documentation Agent, U.S. Bank National Association and Wells Fargo Securities, LLC, as Joint Lead Arrangers and Joint Book Runners, and various lender parties thereto. The 2021 Credit Agreement was a $495 million unsecured line of credit, which had a scheduled maturity date of September 22, 2026. There was no outstanding balance on the 2021 Credit Agreement on the date of termination.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The information set forth under Item 1.01 above is hereby incorporated by reference into this Item 2.03.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits. The following exhibits are filed as part of this report:
| Exhibit No. | Description | |||||||
| 10.1# | Credit Agreement dated as of March 31, 2026, between Nelnet, Inc., U.S. Bank National Association, as Administrative Agent, Wells Fargo Bank, National Association, as Syndication Agent, Royal Bank of Canada, as Documentation Agent, U.S. Bank National Association and Wells Fargo Securities, LLC, as Joint Lead Arrangers and Joint Book Runners, and various lender parties thereto. | |||||||
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL and included as Exhibit 101). | |||||||
# Certain schedules to this exhibit have been omitted pursuant to Item 601(a)(5) of Regulation S-K.
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.
NELNET, INC.
Date: April 2, 2026 By: /s/ JAMES D. KRUGER
Name: James D. Kruger
Title: Chief Financial Officer
FAQ
What new credit facility did Nelnet (NNI) enter into on March 31, 2026?
Nelnet entered into a new $435 million unsecured line of credit with a bank syndicate led by U.S. Bank National Association. The facility is initially undrawn and is available to be used for general corporate purposes through its March 31, 2031 maturity.
How will Nelnet (NNI) use the $435 million credit line?
The company states that borrowings under the $435 million unsecured credit line are to be used for general corporate purposes. This provides flexible liquidity that Nelnet can draw on as needed, subject to the credit agreement’s financial covenants and other customary conditions.
What are the key terms of Nelnet’s new credit agreement, including maturity?
The new unsecured credit agreement provides a $435 million revolving line of credit with an initial outstanding balance of $0 and a maturity date of March 31, 2031. Interest rates will vary based on market conditions, Nelnet’s credit rating, and the company’s interest elections at the time of borrowing.
What financial covenants are included in Nelnet’s 2026 credit agreement?
The agreement includes covenants requiring a minimum consolidated net worth, a minimum adjusted EBITDA to recourse indebtedness ratio, limits on recourse indebtedness and permitted investments, and an asset quality test for non-FFELP loans held by Nelnet and its consolidated subsidiaries. Breaching these covenants could trigger an event of default.
Which prior credit facility did Nelnet (NNI) terminate when the new line was signed?
Nelnet terminated its Third Amended and Restated Credit Agreement dated September 22, 2021, a $495 million unsecured line of credit scheduled to mature on September 22, 2026. There was no outstanding balance on this 2021 credit facility at the time of termination.
Who are the main banks involved in Nelnet’s new $435 million facility?
U.S. Bank National Association serves as Administrative Agent, Joint Lead Arranger, Joint Book Runner, and a lender. Wells Fargo Bank is Syndication Agent and a lender, Royal Bank of Canada is Documentation Agent and a lender, Wells Fargo Securities is Joint Lead Arranger and Joint Book Runner, with First National Bank of Omaha and Regions Bank as additional lenders.