Nelnet director granted 93 phantom stock units

Q: What does the phantom stock grant mean for NNI Class A Common Stock?

Each phantom stock unit granted to the NNI director is convertible on a 1-for-1 basis into a share of Class A Common Stock, but only becomes payable after her service on the Board of Directors terminates, in a lump sum or up to five annual installments.

Q: When will the NNI director receive Class A shares for the phantom stock units?

The phantom stock units will become payable in shares of Class A Common Stock promptly after termination of Kimberly Kay Rath’s service on Nelnet’s Board, either in a single lump sum or in up to five annual installments, according to her election.

Q: Was the NNI phantom stock award made under a Rule 10b5-1 trading plan?

No. The Form 4 indicates the Rule 10b5-1 checkbox is not marked, so no Rule 10b5-1 trading plan is reported in connection with this phantom stock award to the Nelnet director.

Q: Is the NNI director’s ownership reported as direct or indirect in this Form 4?

The Form 4 reports Kimberly Kay Rath’s ownership as direct for the 65,491 phantom stock units following the September 15, 2026 grant under Nelnet’s Directors Stock Compensation Plan.

NELNET INC (symbol: NNI) is the issuer of record for a Form 4 filing submitted to the SEC.

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

NELNET INC (symbol: NNI) is the issuer of record for a Form 4 filing submitted to the SEC. Rath Kimberly Kay reported acquisition or exercise transactions in this Form 4 filing.

NELNET INC (NNI) reported that director Kimberly Kay Rath received an award of 93 units of phantom stock on September 15, 2026 under the company’s Directors Stock Compensation Plan. Each unit is convertible 1-for-1 into Class A Common Stock and becomes payable only after her service on the Board ends, either in a lump sum or in up to five annual installments, as she elects. Following this award and dividend reinvestments under the plan, she now holds 65,491 phantom stock units.

Insider Trade Summary

Grant/Award: 93 shares

Grant/Award 1 txn

Insider Rath Kimberly Kay

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Phantom Stock ^{F1, F2, F3}	93	$108.37	$10K

Holdings After Transaction: Phantom Stock — 65,491 contracts (Direct)

Footnotes (3)

F1. 1-for-1.
F2. 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.
F3. Includes a total of 169 shares acquired since June 17, 2026 pursuant to the dividend reinvestment feature of the issuer's Directors Stock Compensation Plan.

Key Figures

Phantom stock units granted: 93 units Grant value reference price: $108.37 per unit Total phantom stock units after transaction: 65,491 units +2 more

5 metrics

Phantom stock units granted 93 units Grant to director Kimberly Kay Rath on September 15, 2026

Grant value reference price $108.37 per unit Reference price per phantom stock unit on September 15, 2026

Total phantom stock units after transaction 65,491 units Director’s phantom stock holdings following the September 15, 2026 award

Dividend reinvestment phantom units 169 units Units acquired since June 17, 2026 via dividend reinvestment under the Directors Stock Compensation Plan

Conversion ratio 1-for-1 Each phantom stock unit payable in one share of Class A Common Stock

Key Terms

Phantom Stock, Directors Stock Compensation Plan, dividend reinvestment feature

3 terms

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 feature financial

"Includes a total of 169 shares acquired since June 17, 2026 pursuant to the dividend reinvestment feature"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What insider transaction did NNI report for director Kimberly Kay Rath?

NELNET INC reported that director Kimberly Kay Rath received a grant of 93 units of phantom stock on September 15, 2026 as a compensation award under the company’s Directors Stock Compensation Plan.

How many phantom stock units does the NNI director hold after this Form 4 transaction?

After the September 15, 2026 award, Kimberly Kay Rath holds 65,491 units of phantom stock in total, including 169 units acquired since June 17, 2026 through the dividend reinvestment feature of the Directors Stock Compensation Plan.

What does the phantom stock grant mean for NNI Class A Common Stock?

Each phantom stock unit granted to the NNI director is convertible on a 1-for-1 basis into a share of Class A Common Stock, but only becomes payable after her service on the Board of Directors terminates, in a lump sum or up to five annual installments.

When will the NNI director receive Class A shares for the phantom stock units?

The phantom stock units will become payable in shares of Class A Common Stock promptly after termination of Kimberly Kay Rath’s service on Nelnet’s Board, either in a single lump sum or in up to five annual installments, according to her election.

Was the NNI phantom stock award made under a Rule 10b5-1 trading plan?

No. The Form 4 indicates the Rule 10b5-1 checkbox is not marked, so no Rule 10b5-1 trading plan is reported in connection with this phantom stock award to the Nelnet director.

Is the NNI director’s ownership reported as direct or indirect in this Form 4?

The Form 4 reports Kimberly Kay Rath’s ownership as direct for the 65,491 phantom stock units following the September 15, 2026 grant under Nelnet’s Directors Stock Compensation Plan.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 09/16/2026 - 06:39 PM Accepted by SEC EDGAR 09/16/2026 - 06:39 PM

SEC Form 4

FORM 4

UNITED 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 ST, 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)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
09/15/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form 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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Phantom Stock	⁽¹⁾	09/15/2026		A		93		⁽²⁾	⁽²⁾	Class A Common Stock	93	$108.37	65,491⁽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 169 shares acquired since June 17, 2026 pursuant to the dividend reinvestment feature of the issuer's Directors Stock Compensation Plan.

	/s/ Nicole M. Stawniak, Attorney-in-Fact for Kimberly Kay Rath	09/16/2026
	** Signature of Reporting Person	Date
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)

Source: View Original Filing on SEC EDGAR

Nelnet director granted 93 phantom stock units

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