STOCK TITAN

Nelnet (NNI) director granted 1,535 phantom stock units in plan award

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Nelnet Inc. director Kimberly Kay Rath received a grant of 1,535 phantom stock units under the company’s Directors Stock Compensation Plan. Each unit is on a 1-for-1 basis with Class A Common Stock and will be paid in shares after her board service ends, either in a lump sum or up to five annual installments, as she elects.

Following this award, she holds a total of 65,229 phantom stock units, which includes 636 units acquired through the plan’s dividend reinvestment feature since June 18, 2025. This filing reflects a compensation-related award rather than an open‑market stock purchase or sale.

Positive

  • None.

Negative

  • None.
Insider Rath Kimberly Kay
Role null
Type Security Shares Price Value
Grant/Award Phantom Stock 1,535 $110.76 $170K
Holdings After Transaction: Phantom Stock — 65,229 shares (Direct, null)
Footnotes (1)
  1. 1-for-1. The shares of phantom stock were granted pursuant to the issuer's Directors Stock Compensation Plan. They will become payable in shares of Class A Common Stock promptly after the time of termination of the reporting person's service as a member of the issuer's Board of Directors. The shares will be payable in a lump sum promptly after the time of termination of the reporting person's service as a member of the issuer's Board, or in up to five annual installments, commencing promptly after the time of termination of the reporting person's service on the issuer's Board, as elected by the reporting person. Includes a total of 636 shares acquired since June 18, 2025 pursuant to the dividend reinvestment feature of the issuer's Directors Stock Compensation Plan.
Phantom stock grant 1,535 units Director award dated June 15, 2026
Grant reference price $110.76 per unit Transaction price per phantom stock unit
Total phantom stock holdings 65,229 units Phantom stock units following the reported grant
Dividend reinvestment units 636 units Acquired since June 18, 2025 via dividend reinvestment
Phantom Stock financial
"The shares of phantom stock were granted pursuant to the issuer's Directors Stock Compensation Plan."
A phantom stock is a form of compensation that gives employees or executives the benefits of stock ownership, such as the increase in stock value, without actually giving them real shares. It acts like a promise to pay the employee the equivalent value of company stock later, often as a bonus or incentive. This allows companies to motivate and reward staff without diluting ownership or transferring actual shares.
Directors Stock Compensation Plan financial
"The shares of phantom stock were granted pursuant to the issuer's Directors Stock Compensation Plan."
dividend reinvestment financial
"Includes a total of 636 shares acquired since June 18, 2025 pursuant to the dividend reinvestment feature of the issuer's Directors Stock Compensation Plan."
Dividend reinvestment is when the money earned from a company's profit sharing, called dividends, is automatically used to buy more shares of that company instead of being received as cash. This process helps investors grow their holdings over time without extra effort, much like using earned interest to buy more of a savings account. It encourages long-term investment growth by continuously increasing the amount of shares owned.
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SEC Form 4
FORM 4UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number:3235-0287
Estimated average burden
hours per response:0.5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
Rath Kimberly Kay

(Last)(First)(Middle)
C/O NELNET, INC.
121 SOUTH 13TH STREET, SUITE 100

(Street)
LINCOLN NEBRASKA 68508

(City)(State)(Zip)

UNITED STATES

(Country)
2. Issuer Name and Ticker or Trading Symbol
NELNET INC [ NNI ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
XDirector10% Owner
Officer (give title below)Other (specify below)
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
06/15/2026
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year)2A. Deemed Execution Date, if any (Month/Day/Year)3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeVAmount(A) or (D)Price
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year)3A. Deemed Execution Date, if any (Month/Day/Year)4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year)7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Phantom Stock(1)06/15/2026A1,535 (2) (2)Class A Common Stock1,535$110.7665,229(3)D
Explanation of Responses:
1. 1-for-1.
2. The shares of phantom stock were granted pursuant to the issuer's Directors Stock Compensation Plan. They will become payable in shares of Class A Common Stock promptly after the time of termination of the reporting person's service as a member of the issuer's Board of Directors. The shares will be payable in a lump sum promptly after the time of termination of the reporting person's service as a member of the issuer's Board, or in up to five annual installments, commencing promptly after the time of termination of the reporting person's service on the issuer's Board, as elected by the reporting person.
3. Includes a total of 636 shares acquired since June 18, 2025 pursuant to the dividend reinvestment feature of the issuer's Directors Stock Compensation Plan.
Remarks:
Exhibit List: Exhibit 24 - Power of Attorney
/s/ Nicole M. Stawniak, Attorney-in-Fact for Kimberly Kay Rath06/17/2026
** Signature of Reporting PersonDate
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)

FAQ

What did Nelnet (NNI) director Kimberly Kay Rath report in this Form 4?

Kimberly Kay Rath reported receiving 1,535 phantom stock units as a director award. The grant was made under Nelnet’s Directors Stock Compensation Plan and is tied 1-for-1 to Class A Common Stock, with payment deferred until after her board service ends.

How many phantom stock units does the Nelnet (NNI) director hold after this grant?

After the grant, Kimberly Kay Rath holds 65,229 phantom stock units. This total includes the newly awarded 1,535 units plus 636 units acquired since June 18, 2025, through the dividend reinvestment feature of Nelnet’s Directors Stock Compensation Plan.

When will the phantom stock granted to the Nelnet (NNI) director be paid out?

The phantom stock units become payable after Kimberly Kay Rath’s service on the board ends. They will be settled in Class A Common Stock, either in a lump sum or in up to five annual installments, based on the director’s election at that time.

Is the Nelnet (NNI) Form 4 transaction an open-market stock purchase or sale?

No, the Form 4 reports a compensation-related grant, not a market trade. The 1,535 phantom stock units were awarded under Nelnet’s Directors Stock Compensation Plan, with no open-market buying or selling of Class A Common Stock disclosed in this filing.

What does 1-for-1 phantom stock mean in the Nelnet (NNI) filing?

The 1-for-1 notation means each phantom stock unit corresponds to one share of Class A Common Stock. When payable, the director will receive the same number of Class A shares as the number of phantom stock units credited, subject to her payout election.

How were additional Nelnet (NNI) phantom stock units accumulated through dividend reinvestment?

A total of 636 phantom stock units were acquired via dividend reinvestment. Under the Directors Stock Compensation Plan, dividends on underlying shares are reinvested into additional phantom stock, increasing the director’s phantom stock balance over time without separate market transactions.