Nelnet insider converts 9,544 phantom shares

Nelnet Inc. insider Adam K. Peterson converted 9,544 phantom stock units into 9,544 shares of Class A Common Stock.

Accepted by SEC EDGAR 04/01/2026 - 06:22 PM EDT Learn about SEC filing dates

Rhea-AI Filing Summary

Nelnet Inc. insider Adam K. Peterson converted 9,544 phantom stock units into 9,544 shares of Class A Common Stock. These phantom shares were granted under the issuer's Directors Stock Compensation Plan and became payable in stock when he resigned from the Board of Directors on March 23, 2026.

Following the conversion and related exercise, Peterson is reported as having 1,678,520 shares of Class A Common Stock, including 1,668,976 shares directly owned by Magnolia Capital Fund, LP, where The Magnolia Group, LLC is general partner and investment manager and Peterson is the managing member.

Insider Trade Summary

9,544 shares exercised/converted

Exercise 2 txns

Insider Peterson Adam K, MAGNOLIA CAPITAL FUND, LP, MAGNOLIA GROUP, LLC

Role Insider | Insider | Insider

Type	Security	Shares	Price	Value
Conversion	Phantom Stock	9,544	$0.00	$0.00
Exercise	Class A Common Stock	9,544	$0.00	$0.00

Holdings After Transaction: Phantom Stock — 0 contracts (Direct); Class A Common Stock — 1,678,520 shares (Direct)

Holdings Before and After: Phantom Stock, 9,544 to 0 contracts (Direct); Class A Common Stock, 1,668,976 to 1,678,520 shares (Direct)

Footnotes (4)

1. F1. 1-for-1.
2. F2. The shares of phantom stock were granted pursuant to the issuer's Directors Stock Compensation Plan. On March 23, 2026, Adam Peterson notified Nelnet, Inc. of his resignation from the Board of Directors effective immediately. The phantom shares became payable in shares of Class A Common Stock at that time.
3. F3. 1,668,976 of the reported shares are directly owned by Magnolia Capital Fund, LP, of which The Magnolia Group, LLC ("TMG") is the general partner and investment manager. Adam K. Peterson ("Mr. Peterson") is the managing member of TMG. TMG and Mr. Peterson could both be deemed to share indirect beneficial ownership of 1,668,976 shares of Common Stock of Nelnet Inc held by Magnolia Capital Fund, LP. Mr. Peterson holds directly 9,544 shares of Class A Common Stock for his own account.
4. F4. Includes a total of 23 shares acquired on September 16, 2025, 24 shares acquired on December 15, 2025, and 25 shares acquired on March 13, 2026 pursuant to the dividend reinvestment feature of the issuers Directors Stock Compensation Plan.

Key Figures

Phantom stock converted: 9,544 units/shares Total shares after transaction: 1,678,520 shares Magnolia Capital Fund LP holdings: 1,668,976 shares +2 more

5 metrics

Phantom stock converted 9,544 units/shares Converted to Class A Common Stock on March 30, 2026

Total shares after transaction 1,678,520 shares Class A Common Stock held after March 30, 2026 transactions

Magnolia Capital Fund LP holdings 1,668,976 shares Class A Common Stock directly owned by Magnolia Capital Fund, LP

Direct shares held by Peterson 9,544 shares Class A Common Stock held directly for Adam Peterson’s account

Dividend reinvestment additions 72 shares total 23 on Sep 16, 2025; 24 on Dec 15, 2025; 25 on Mar 13, 2026

Key Terms

Phantom Stock, Directors Stock Compensation Plan, dividend reinvestment feature, indirect beneficial ownership

4 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 23 shares ... pursuant to the dividend reinvestment feature of the issuers Directors Stock Compensation Plan."

indirect beneficial ownership financial

"TMG and Mr. Peterson could both be deemed to share indirect beneficial ownership of 1,668,976 shares of Common Stock of Nelnet Inc held by Magnolia Capital Fund, LP."

FAQ

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

What did Adam K. Peterson report in his Nelnet (NNI) Form 4 filing?

Adam K. Peterson reported converting 9,544 phantom stock units into 9,544 shares of Nelnet Class A Common Stock. These phantom shares were granted under the Directors Stock Compensation Plan and became payable in stock after his resignation from the Board of Directors.

How many Nelnet (NNI) shares does Adam Peterson hold after this Form 4 transaction?

After the reported transactions, Adam Peterson is shown holding 1,678,520 shares of Nelnet Class A Common Stock. This figure includes 1,668,976 shares held by Magnolia Capital Fund, LP, plus 9,544 shares held directly for his own account.

What is the role of Magnolia Capital Fund, LP in Adam Peterson’s Nelnet (NNI) holdings?

Magnolia Capital Fund, LP directly owns 1,668,976 Nelnet Class A shares. The Magnolia Group, LLC is its general partner and investment manager, and Adam Peterson is the managing member, so he and The Magnolia Group may be deemed to share indirect beneficial ownership.

Why did Adam Peterson’s Nelnet phantom stock convert into Class A shares?

The phantom stock converted because, upon Adam Peterson’s resignation from Nelnet’s Board on March 23, 2026, those phantom units became payable in Class A Common Stock. This followed terms of the company’s Directors Stock Compensation Plan governing phantom stock grants.

What is phantom stock in the context of Nelnet (NNI) insider compensation?

In this context, phantom stock represents units granted under Nelnet’s Directors Stock Compensation Plan that track the value of Class A shares. When conditions are met, such as board resignation, the phantom units become payable in actual Class A Common Stock shares.

Were any Nelnet (NNI) shares sold in Adam Peterson’s latest Form 4?

The reported transactions show only a conversion of 9,544 phantom stock units and an associated derivative exercise into Class A shares. There are no open-market sales or dispositions reported in this Form 4, only acquisitions via conversion and exercise.

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

Form 4 Insider Transactions: What Each Field Means →

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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^*

Peterson Adam K

(Last) (First) (Middle)

1601 DODGE STREET, SUITE 3300

(Street)

OMAHA NEBRASKA 68102

(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)

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
03/30/2026

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

	Form filed by One Reporting Person
X	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)
			Code	V	Amount	(A) or (D)	Price
Class A Common Stock	03/30/2026		M		9,544	A	$0.00	1,678,520	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	(1)	03/30/2026		C		9,544		(2)	(2)	Class A Common Stock	9,544	$0.00	0(3)(4)	D

1. Name and Address of Reporting Person^*

Peterson Adam K

(Last) (First) (Middle)

1601 DODGE STREET, SUITE 3300

(Street)

OMAHA NEBRASKA 68102

(City) (State) (Zip)

UNITED STATES

(Country)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

MAGNOLIA CAPITAL FUND, LP

(Last) (First) (Middle)

1601 DODGE STREET, SUITE 3300

(Street)

OMAHA NEBRASKA 68102

(City) (State) (Zip)

UNITED STATES

(Country)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

MAGNOLIA GROUP, LLC

(Last) (First) (Middle)

1601 DODGE STREET

SUITE 3300

(Street)

OMAHA NEBRASKA 68102

(City) (State) (Zip)

UNITED STATES

(Country)

Relationship of Reporting Person(s) to Issuer

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

Explanation of Responses:

1. 1-for-1.

2. The shares of phantom stock were granted pursuant to the issuer's Directors Stock Compensation Plan. On March 23, 2026, Adam Peterson notified Nelnet, Inc. of his resignation from the Board of Directors effective immediately. The phantom shares became payable in shares of Class A Common Stock at that time.

3. 1,668,976 of the reported shares are directly owned by Magnolia Capital Fund, LP, of which The Magnolia Group, LLC ("TMG") is the general partner and investment manager. Adam K. Peterson ("Mr. Peterson") is the managing member of TMG. TMG and Mr. Peterson could both be deemed to share indirect beneficial ownership of 1,668,976 shares of Common Stock of Nelnet Inc held by Magnolia Capital Fund, LP. Mr. Peterson holds directly 9,544 shares of Class A Common Stock for his own account.

4. Includes a total of 23 shares acquired on September 16, 2025, 24 shares acquired on December 15, 2025, and 25 shares acquired on March 13, 2026 pursuant to the dividend reinvestment feature of the issuers Directors Stock Compensation Plan.

Remarks:

TMG and Mr. Peterson disclaim beneficial ownership except to the extent of their respective pecuniary interests therein of shares except the 9,544 shares Mr. Peterson directly owns, and this report shall not be deemed an admission of beneficial ownership of these securities for Section 16 or for any other purposes.

	/s/ Adam K. Peterson	04/01/2026
	/s/ Adam K. Peterson on behalf of the Magnolia Capital Fund, LP by its General Partner, The Magnolia Group, LLC	04/01/2026
	/s/ Adam K. Peterson, managing member on behalf of The Magnolia Group, LLC	04/01/2026
	** 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)