NNI Insider Grant: Director Graff Now Holds 30,325 Shares

Rhea-AI Filing Summary

Nelnet, Inc. (NNI) – Form 4 insider transaction filed 06/18/2025

Director David S. Graff reported the acquisition of 1,779 Class A common shares on 06/16/2025 under the company’s Directors Stock Compensation Plan. The transaction is coded “A” (grant/acquisition) and lists a reference price of $95.58 per share. Following the grant, Graff’s direct beneficial ownership increased to 30,325 shares.

This filing signals a small but incremental rise (≈6%) in the director’s direct holdings, potentially reflecting continued alignment of board incentives with shareholder interests. No derivative securities were involved, and there is no indication of sales or dispositions.

Positive

• Increased insider ownership: Director David S. Graff’s holdings rose to 30,325 shares, indicating continued alignment with shareholders.
• No insider selling: The filing shows only an acquisition, which can be viewed as a confidence signal.

Negative

• None.

Insights

Equity Research Analyst

TL;DR: Minor insider grant; positive alignment but immaterial to valuation.

The Form 4 shows a routine equity grant of 1,779 shares to Director David Graff under the board compensation plan. At the reported reference price of $95.58, the grant is worth roughly $170k—immaterial relative to Nelnet’s market capitalization but it does increase insider ownership to 30,325 shares. Insider acquisitions—particularly grants rather than open-market buys—carry limited signaling power, yet they do enhance ownership alignment and are not dilutive in a material sense. The absence of any sales keeps sentiment neutral-to-slightly positive.

Corporate Governance Specialist

TL;DR: Routine director stock award supports long-term incentive structure; low impact.

Nelnet continues to remunerate non-employee directors with equity, reinforcing best-practice governance by tying board compensation to shareholder value. Graff’s 1,779-share award increases his stake by about 6%, modestly strengthening the board’s vested interest. Because the shares were granted—not purchased—the filing does not imply incremental cash commitment, but it does avoid any perception of insider selling. Overall governance impact is constructive yet immaterial to investment thesis.

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^*

Graff David S

(Last) (First) (Middle)

C/O NELNET, INC.

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
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
06/16/2025

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	06/16/2025		A		1,779(1)	A	$95.58	30,325	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 granted pursuant to the issuer's Directors Stock Compensation Plan.

	/s/ Audra Hoffschneider, Attorney-in-Fact for David S. Graff	06/18/2025
	** 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

How many Nelnet (NNI) shares did Director David S. Graff acquire?

Graff was granted 1,779 Class A common shares on 06/16/2025.

What is David S. Graff’s total ownership in Nelnet after the transaction?

Following the grant, he directly owns 30,325 shares of NNI.

Was the transaction a purchase or a grant?

It was an equity grant under the company’s Directors Stock Compensation Plan (Transaction Code “A”).

Did the Form 4 report any insider sales of Nelnet stock?

No. The filing lists only an acquisition and shows no dispositions or sales.

What price is associated with the granted shares?

The Form 4 lists a reference price of $95.58 per share for the 1,779 shares.