[Form 4] Nelnet, Inc. Insider Trading Activity

Rhea-AI Filing Summary

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

Director Kathleen A. Farrell reported the receipt of 1,884 Class A common shares on 16 June 2025 under the company’s Directors Stock Compensation Plan. The report shows an acquisition (Code “A”) rather than a sale, executed at a reference price of $95.58 per share. Following the grant, Farrell’s direct ownership rises to 20,944 Class A shares.

In addition, Farrell holds 32,194 units of phantom stock (1-for-1 conversion into Class A common shares). These deferred units will settle in stock when the director leaves the Board, either as a lump sum or in up to five annual instalments, as elected. Footnote 4 indicates the phantom position already reflects 320 shares reinvested from dividends since 18 June 2024.

No dispositions, option exercises or open-market purchases were disclosed, and there are no changes to derivative positions beyond routine plan accruals. The filing represents routine, compensation-based equity awards and does not involve a Rule 10b5-1 trading plan.

Positive

• Director’s direct ownership increases by 1,884 shares, indicating modestly higher alignment with shareholders.
• No insider sales or dispositions were reported, eliminating immediate negative signal risk.

Negative

• None.

Insights

Financial Analyst

TL;DR: Routine director stock grant; marginally increases insider alignment, but immaterial to NNI valuation.

The Form 4 shows a plan-based grant of 1,884 Class A shares to Director Kathleen Farrell worth roughly US $180k at the stated $95.58 price. Her direct stake grows about 10% to 20,944 shares, still well below 1% of shares outstanding, so the signal impact is limited. Phantom stock holdings remain unchanged except for dividend reinvestments. Because the transaction is compensation-related (not an open-market buy), it offers little incremental information on insider sentiment or future earnings. From a valuation or liquidity standpoint this is not material; however, continued accumulation via the board plan modestly aligns director interests with shareholders.

Corporate Governance Expert

TL;DR: Filing reflects standard board compensation; no governance red flags detected.

The disclosed award follows Nelnet’s Directors Stock Compensation Plan, suggesting the company maintains equity-based remuneration to strengthen oversight incentives. Settlement of phantom shares upon board departure is common practice and gives directors a long-term stake. No sales, pledging, or complex derivatives are present, and the attorney-in-fact signature is properly authorized. Overall, the event is procedural, with neutral governance impact.

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
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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^*

Farrell Kathleen Anne

(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		1,884(1)	A	$95.58	20,944	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
Phantom Stock	(2)							(3)	(3)	Class A Common Stock	32,194		32,194(4)	D

Explanation of Responses:

1. These shares were granted pursuant to the issuer's Directors Stock Compensation Plan.

2. 1-for-1.

3. 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.

4. Includes a total of 320 shares acquired since June 18, 2024 pursuant to the dividend reinvestment feature of the issuer's Directors Stock Compensation Plan.

	/s/ Audra Hoffschneider, Attorney-in-Fact for Kathleen A. Farrell	06/18/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

How many Nelnet (NNI) shares did Director Kathleen Farrell acquire?

She received 1,884 Class A common shares on 16 June 2025 through the Directors Stock Compensation Plan.

What is the total direct shareholding of the director after the transaction?

Following the grant, Farrell directly owns 20,944 Class A shares.

Were any Nelnet shares sold in this Form 4 filing?

No. The filing only discloses an acquisition; there were no dispositions or sales.

What derivative securities does the director hold?

Farrell holds 32,194 phantom stock units convertible 1-for-1 into Class A shares upon leaving the Board.

Is this transaction part of a Rule 10b5-1 trading plan?

The filing does not indicate that the transaction was executed under a Rule 10b5-1(c) plan.