Nelnet (NYSE: NNI) president gets stock awards as shares withheld for tax

Rhea-AI Filing Summary

NELNET INC President Timothy Tewes reported equity compensation awards and related tax-withholding transactions in Class A Common Stock. On March 10, 2026, he received 7,527 restricted shares under the Restricted Stock Plan that vest in equal installments over five years, and 8,656 shares as his 2025 performance-based bonus paid in stock. To cover associated tax obligations, 5,307 shares were withheld by the issuer at per-share values of $131.23 and $132.87 assigned under the tax arrangements. Following these awards and tax withholdings, Tewes directly holds 94,048 shares of Class A Common Stock, reflecting routine compensation activity rather than open-market buying or selling.

Insights

Executive compensation and governance analyst

Routine stock compensation and tax withholding for Nelnet’s president, not market trading.

Timothy Tewes, President of NELNET INC, reported grants of restricted and bonus shares plus share withholdings to satisfy taxes. These Form 4 entries use codes A and F, indicating compensation-related awards and non-market disposals rather than open-market purchases or sales.

The filing shows 7,527 restricted shares vesting over five years and 8,656 bonus shares paid in stock, with 5,307 shares withheld for taxes at issuer-assigned per-share values. After these entries, Tewes directly holds 94,048 Class A shares, suggesting these are standard annual incentive and vesting events.

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^*

Tewes Timothy

(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)

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

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		794(1)	D	$131.23(2)	82,378(3)	D
Class A Common Stock	03/10/2026		F		356(1)	D	$131.23(2)	82,022(3)	D
Class A Common Stock	03/10/2026		F		322(1)	D	$131.23(2)	81,700(3)	D
Class A Common Stock	03/10/2026		F		135(1)	D	$131.23(2)	81,565(3)	D
Class A Common Stock	03/10/2026		A		7,527(4)	A	$0	89,092(3)	D
Class A Common Stock	03/10/2026		A		8,656(5)	A	$0	97,748(3)	D
Class A Common Stock	03/10/2026		F		3,700(6)	D	$132.87(7)	94,048	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 (i) 1,492 shares issued pursuant to the issuer's Employee Share Purchase Plan and (ii) 98 shares acquired through a dividend reinvestment program since March 12, 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.

5. These shares were issued to the reporting person pursuant to the issuer's Restricted Stock Plan, as the annual personal performance-based incentive bonus compensation for 2025 paid in stock, which the reporting person became entitled to receive on March 10, 2026.

6. Shares that were tax-withheld by the issuer to satisfy the reporting person's tax obligation resulting from the March 10, 2026 award by the issuer of 8,656 shares of bonus compensation stock.

7. Per share value assigned by the issuer to the tax withholding shares under the tax withholding arrangement, and based on the average market closing price of the shares for February 27, 2026 through March 5, 2026.

Remarks:

Exhibit List: Exhibit 24 - Power of Attorney

	/s/ Philip J. Morgan, Attorney-in-Fact for Timothy Tewes	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 did Nelnet (NNI) President Timothy Tewes report in this Form 4?

Timothy Tewes reported stock-based compensation awards and related tax-withholding transactions in Nelnet Class A Common Stock. The entries reflect restricted and bonus share grants plus shares withheld by the issuer to cover tax obligations, rather than open-market buying or selling activity.

How many Nelnet (NNI) shares did Timothy Tewes receive as stock awards on March 10, 2026?

Tewes received 7,527 restricted shares under Nelnet’s Restricted Stock Plan and 8,656 shares as 2025 performance-based bonus stock. Together, these equity awards represent two separate components of his compensation, one vesting over time and one granted as an annual performance incentive.

Were Timothy Tewes’ Nelnet (NNI) share disposals open-market sales?

No. The Form 4 shows code F transactions, meaning shares were withheld by Nelnet to satisfy Tewes’ tax obligations on the vesting and bonus awards. These are tax-withholding dispositions, not discretionary open-market sales or purchases of Class A Common Stock by Tewes.

How many Nelnet (NNI) shares were withheld for Timothy Tewes’ taxes?

A total of 5,307 Nelnet Class A shares were withheld to cover Tewes’ tax obligations. The issuer assigned per-share values of $131.23 and $132.87 for these withholding transactions, based on market closing prices referenced in the tax-withholding arrangements described in the filing footnotes.

How many Nelnet (NNI) shares does Timothy Tewes own after these transactions?

After the reported awards and tax withholdings, Tewes directly holds 94,048 shares of Nelnet Class A Common Stock. This post-transaction balance reflects the net result of the restricted and bonus share grants and the issuer’s tax-withholding dispositions on March 10, 2026.

How do Timothy Tewes’ restricted Nelnet (NNI) shares vest over time?

The 7,527 restricted shares awarded to Tewes under Nelnet’s Restricted Stock Plan vest equally over five years. One-fifth of the award vests each year on March 10, meaning a portion becomes fully owned annually while the remainder continues to vest on the same schedule.

At what prices were Nelnet (NNI) shares valued for Timothy Tewes’ tax withholding?

Shares withheld for Tewes’ taxes were valued at per-share amounts of $131.23 and $132.87. These values were assigned by Nelnet under its tax-withholding arrangements, using market closing prices over specified dates referenced in the detailed explanatory footnotes to the Form 4.