Nelnet (NNI) director granted 3,764 shares; 97 withheld to cover taxes

Rhea-AI Filing Summary

NELNET INC director and NFS President Matthew W. Dunlap reported routine equity compensation activity involving Class A common stock. On March 10, he received a grant of 3,764 restricted Class A shares at a stated price of $0.00 per share, increasing his direct Class A holdings to 17,069 shares, which include 28 shares acquired through the company’s dividend reinvestment plan since December 3, 2025.

On the same date, 97 Class A shares (two entries of 30 and 67 shares) were withheld by the issuer at a per-share value of $131.23 to cover tax obligations arising from the vesting of a previously reported share grant. These tax-withholding dispositions are not open‑market sales. He also directly holds 226,197 shares of Class B common stock as of this filing.

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

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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^*

Dunlap Matthew W

(Last) (First) (Middle)

121 SOUTH 13TH STREET

SUITE 100

(Street)

LINCOLN NE 68508

(City) (State) (Zip)

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
X	Officer (give title below)		Other (specify below)
	President, NFS

3. Date of Earliest Transaction (Month/Day/Year)
03/10/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

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

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

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)
			Code	V	Amount	(A) or (D)	Price
Class A Common Stock	03/10/2026		F		30(1)	D	$131.23(2)	13,372(3)	D
Class A Common Stock	03/10/2026		F		67(1)	D	$131.23(2)	13,305(3)	D
Class A Common Stock	03/10/2026		A		3,764(4)	A	$0	17,069(3)	D
Class B Common Stock								226,197	D

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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. These shares were tax-withheld by the issuer to satisfy the reporting person's tax obligation resulting from the vesting of a previously reported grant of shares pursuant to Rule 16b-3(d).

2. Per share value assigned by the issuer to the tax withholding shares under the tax withholding arrangement, and based on the market closing price of the shares on March 10, 2026.

3. Includes 28 shares of Class A common stock acquired by the reporting person pursuant to the issuer's dividend reinvestment plan since December 3, 2025.

4. These restricted shares were awarded to the reporting person pursuant to the issuer's Restricted Stock Plan. The shares vest equally over a five-year period, with one-fifth of the amount vesting annually on March 10 of each year.

Remarks:

This Form 4 excludes certain shares of the issuer held by various estate planning trusts and by a family limited liability company in which the reporting person has an interest by virtue of being a beneficiary of various trusts, but with respect to which shares the reporting person does not have or share investment control, because the reporting person does not have or share investment or dispositive power or voting power, and thus the reporting person is not deemed to beneficially own such shares for purposes of Section 16(a) of the Securities Exchange Act of 1934.

	/s/ Philip J. Morgan, Attorney-in-Fact for Matthew W. Dunlap	03/12/2026
	** 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.

FAQ

What insider transactions did NELNET INC (NNI) report for Matthew W. Dunlap?

NELNET INC reported that Matthew W. Dunlap received a grant of 3,764 restricted Class A shares and had 97 Class A shares withheld for taxes. The tax withholding related to vesting of a previously reported grant and used a per‑share value of $131.23.

Did Matthew W. Dunlap sell NELNET INC (NNI) shares on the open market?

The filing shows no open‑market sales by Matthew W. Dunlap. Instead, 97 Class A shares were withheld by the issuer to satisfy tax obligations from vesting, a non‑market disposition under Rule 16b‑3(d) rather than a discretionary sale into the market.

How many NELNET INC (NNI) shares does Matthew W. Dunlap hold after these transactions?

After the reported transactions, Matthew W. Dunlap directly holds 17,069 shares of Class A common stock and 226,197 shares of Class B common stock. The Class A total includes 28 shares acquired through the company’s dividend reinvestment plan since December 3, 2025.

What are the terms of Matthew W. Dunlap’s new restricted NELNET INC (NNI) stock award?

The award consists of 3,764 restricted Class A shares granted at a stated price of $0.00 per share. These restricted shares vest in equal installments over five years, with one‑fifth of the grant vesting each year on March 10 under the company’s Restricted Stock Plan.

Why were NELNET INC (NNI) shares withheld from Matthew W. Dunlap for taxes?

Shares were withheld to cover Dunlap’s tax obligations from the vesting of a previously reported grant. The issuer withheld 97 Class A shares, valuing them at $131.23 per share based on the March 10, 2026 market closing price under the tax withholding arrangement.