Nelnet adds two independent directors to board
Nelnet expanded its board to 10 members and added two independent directors with multi-year terms on key committees.
Rhea-AI Filing Summary
NELNET INC (NNI) reports that its Board of Directors expanded from eight to ten members and appointed Angela (Angie) Klein and Edward (Ed) Pallesen as new independent directors. Klein was appointed as a Class III director with a term expiring at the 2029 annual meeting of shareholders, and Pallesen as a Class II director with a term expiring at the 2028 annual meeting.
The number of Class III directors increased from three to four and Class II directors from two to three. Klein will serve on the Nominating and Corporate Governance, People Development and Compensation, and Compliance committees, while Pallesen will serve on the Nominating and Corporate Governance and Risk and Finance committees. Each elected to receive director compensation in Class A common stock with pro rata retainers of approximately $141,000 for Klein and $133,000 for Pallesen through the 2027 annual meeting.
Positive
- None.
Negative
- None.
Filing Explained
The appointments are complete; the disclosed Class A stock compensation remains a future grant for service through the 2027 annual meeting.
On
The filing reports no arrangements or understandings supporting their election and no transactions requiring disclosure under Item 404(a) of Regulation S-K. The related Class A common-stock compensation is described as a future grant, not as shares already granted or issued: the stated retainers are approximately
The grant consideration covers service from appointment through the company’s 2027 annual meeting of shareholders.
8-K Event Classification
3 items: 5.02, 7.01, 9.01
3 items
Item 5.02
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers
Governance
Key personnel changes including departures, elections, or appointments of directors and executive officers.
Item 7.01
Regulation FD Disclosure
Disclosure
Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.
Item 9.01
Financial Statements and Exhibits
Exhibits
Financial statements, pro forma financial information, or exhibit attachments filed with this report.
Key Figures
Board size after expansion: 10 directors
Class III directors: 4 members
Class II directors: 3 members
+5 more
8 metrics
Board size after expansion
10 directors
Board increased from eight to ten members on September 15, 2026
Class III directors
4 members
Number of Class III directors increased from three to four
Class II directors
3 members
Number of Class II directors increased from two to three
Pro rata retainer for Angela Klein
$141,000
Stock-based retainer for service from appointment to 2027 annual meeting
Pro rata retainer for Edward Pallesen
$133,000
Stock-based retainer for service from appointment to 2027 annual meeting
Term end for Angela Klein
2029 annual meeting
Class III director term expiration
Term end for Edward Pallesen
2028 annual meeting
Class II director term expiration
Nelnet associates
More than 5,700
Company headcount described in the About Nelnet section
Key Terms
independent directors, Regulation FD, Nominating and Corporate Governance Committee, Risk and Finance committee, +1 more
5 terms
independent directors regulatory
"The Board has affirmatively determined that Ms. Klein and Mr. Pallesen are independent directors"
Members of a company’s board who do not have significant business, family, or financial ties to the company and are not part of its management; they are chosen to provide impartial oversight of strategy, financial reporting, executive pay and risk. They matter to investors because independent directors act like an objective referee, helping ensure decisions favor shareholders’ long-term interests rather than insiders, which can strengthen trust and reduce the chance of mismanagement or conflicts of interest.
Regulation FD regulatory
"Item 7.01 Regulation FD Disclosure. On September 16, 2026, the Company issued a press release"
Regulation FD is a rule that prevents company insiders, like executives, from sharing important information with some people before others get it. It matters because it helps ensure all investors have equal access to key news, making the stock market fairer and reducing chances of insider trading.
Nominating and Corporate Governance Committee regulatory
"Ms. Klein has been appointed to serve on the Nominating and Corporate Governance"
A nominating and corporate governance committee is a group within a company's board of directors responsible for selecting and recommending individuals to serve as company leaders, such as directors or executives. They also develop and oversee policies to ensure the company is run fairly, ethically, and transparently. This committee matters to investors because it helps ensure the company is well-managed and guided by qualified, responsible leadership.
Risk and Finance committee financial
"Mr. Pallesen has been appointed to serve on the Nominating and Corporate Governance and Risk and Finance committees"
Directors Stock Compensation Plan financial
"the Company will grant shares of the Company’s Class A common stock ... pursuant to the Company’s Directors Stock Compensation Plan"
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What board changes did NNI (Nelnet) announce on September 15, 2026?
Nelnet’s board increased from eight to ten members and appointed Angela Klein as a Class III director through the 2029 annual meeting and Edward Pallesen as a Class II director through the 2028 annual meeting, both as independent directors under NYSE standards.
Which committees will the new Nelnet (NNI) directors serve on?
Angela Klein will serve on Nominating and Corporate Governance, People Development and Compensation, and Compliance committees. Edward Pallesen will serve on Nominating and Corporate Governance and Risk and Finance committees.
How are the new Nelnet (NNI) directors being compensated?
Both new directors elected to receive shares of Class A common stock under Nelnet’s Directors Stock Compensation Plan as payment of pro rata retainers of approximately $141,000 for Angela Klein and $133,000 for Edward Pallesen through the 2027 annual meeting.
Are the new Nelnet (NNI) directors considered independent?
Yes. Nelnet’s board determined that Angela Klein and Edward Pallesen are independent directors under the corporate governance listing standards of the New York Stock Exchange.
What experience do the new Nelnet (NNI) directors bring?
Angela Klein brings nearly 25 years of consumer marketing and growth leadership from Verizon and her current role at Apple. Edward Pallesen brings over 25 years in financial services and infrastructure investing, including roles at Goldman Sachs and H.I.G. Capital.
How large is Nelnet’s (NNI) workforce mentioned in this filing?
Nelnet states it has more than 5,700 associates, reflecting its scale as a diversified company in consumer lending, loan servicing, and payments and technology focused on the education space.
AI-generated analysis. How Rhea-AI works. Not financial advice.
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)
| (State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) | ||||||||||||
| (Address of principal executive offices) | (Zip Code) | ||||||||||
Registrant's telephone number, including area code (402 ) 458-2370
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:
(17 CFR 240.14d-2(b))
(17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol | Name of each exchange on which registered | ||||||
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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Appointment of New Board Members
On September 15, 2026, the Board of Directors (the “Board”) of Nelnet, Inc. (the “Company”), upon the recommendation of the Board’s Nominating and Corporate Governance Committee:
•increased the size of the Board from eight to ten members;
•increased the number of Class III members of the Board from three to four;
•increased the number of Class II members of the Board from two to three;
•appointed Angela Klein as a Class III member of the Board, to hold office for a term expiring at the Company’s 2029 annual meeting of shareholders; and
•appointed Edward Pallesen as a Class II member of the Board, to hold office for a term expiring at the Company’s 2028 annual meeting of shareholders.
The Board has affirmatively determined that Ms. Klein and Mr. Pallesen are independent directors under the corporate governance listing standards of the New York Stock Exchange.
In connection with their election to the Board, Ms. Klein has been appointed to serve on the Nominating and Corporate Governance, People Development and Compensation, and Compliance committees. Mr. Pallesen has been appointed to serve on the Nominating and Corporate Governance and Risk and Finance committees.
There were no arrangements or understandings between Ms. Klein and Mr. Pallesen and any other person pursuant to which Ms. Klein and Mr. Pallesen were elected to serve as director, and there are and have been no transactions, either since the beginning of the Company's last fiscal year or currently proposed, regarding Ms. Klein and Mr. Pallesen that are required to be disclosed under Item 404(a) of Regulation S-K.
As directors of the Company, Ms. Klein and Mr. Pallesen will participate in the Company's compensation program for directors described under the caption "Director Compensation Elements" in the Company's definitive proxy statement filed with the Securities and Exchange Commission on April 2, 2026. In connection therewith and pursuant to elections made by each of Ms. Klein and Mr. Pallesen, the Company will grant shares of the Company’s Class A common stock to Ms. Klein and Mr. Pallesen pursuant to the Company’s Directors Stock Compensation Plan in payment of the pro rata retainer of approximately $141,000 and $133,000, respectively, for their service as a director and on committees of the Board from the date of their appointment until the Company’s 2027 annual meeting of shareholders.
Item 7.01 Regulation FD Disclosure.
On September 16, 2026, the Company issued a press release entitled “Nelnet Board of Directors Appoints Two New Members.” A copy of the press release is furnished as Exhibit 99.1 to this report.
The above information in this Item 7.01 and Exhibit 99.1 shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”), nor shall such information and Exhibit be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits. The following exhibits are furnished or filed as part of this report:
Exhibit No. | Description | |||||||
| 99.1* | Press release dated September 16, 2026 - "Nelnet Board of Directors Appoints Two New Members." | |||||||
| 104** | Cover Page Interactive Data File (formatted as Inline XBRL and included as Exhibit 101). | |||||||
| * | Furnished herewith | ||||
| ** | Filed herewith | ||||
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: September 16, 2026 By: /s/ JAMES D. KRUGER
Name: James D. Kruger
Title: Chief Financial Officer
Nelnet Board of Directors Appoints Two New Members
LINCOLN, Neb., Sept. 16, 2026 — Nelnet, Inc. (NYSE: NNI) today announced the appointment of Angie Klein and Ed Pallesen to its board of directors, expanding the board to 10 members. Klein, who recently joined Apple, brings nearly 25 years of consumer marketing and growth leadership from her extensive tenure at Verizon; Pallesen brings over 25 years in financial services and infrastructure investing, including roles at H.I.G. Capital and Goldman Sachs.
“We are pleased to welcome Angie and Ed to the Nelnet board,” said Mike Dunlap, executive chairman of Nelnet. “Both have demonstrated outstanding leadership throughout their careers and bring distinct experiences that will broaden and strengthen the perspectives represented in our boardroom. Their insights will be valuable as we continue building on Nelnet's strong foundation and pursuing opportunities that support our core values and the long-term success of the company.”
Klein currently serves as head of U.S. consumer channels for Apple, leading the company's sales and distribution partnerships with retailers, including Best Buy, Amazon, Walmart, Target and Costco. She previously spent nearly 25 years at Verizon, including as chief content officer and senior vice president of growth marketing and as the inaugural president of Verizon Value, where she led a multi-brand prepaid portfolio serving millions of customers. Klein holds marketing and advertising degrees from the University of Nebraska–Lincoln and is a David Rockefeller Fellow and a fellow of The Marketing Academy. Klein will serve on the Nominating and Corporate Governance, People Development and Compensation, and Compliance committees.
Pallesen has more than 25 years of experience in financial services, including roles at Goldman Sachs Group, Inc. Since 2019, he has served as managing director and global head of infrastructure at H.I.G. Capital, a global middle-market private alternatives investment firm. His areas of investment include, among other areas, digital infrastructure and renewable energy. Pallesen earned his undergraduate degree from Harvard College, an M.Phil. and D.Phil. from Oxford University, where he was a Rhodes Scholar, and a law degree from Harvard Law School. He is a trustee of the University of Nebraska Foundation. Pallesen will serve on the Nominating and Corporate Governance and Risk and Finance committees.
About Nelnet
Nelnet is a diversified company with primary businesses in consumer lending, loan servicing, payments and technology — all with a strong focus on the education space. Headquartered in Lincoln, Neb., Nelnet has more than 5,700 associates. Learn more at Nelnet.com.