Nelnet (NNI) executive granted stock awards with tax-withheld shares

Rhea-AI Filing Summary

NELNET INC executive DeeAnn Wenger, President of Nelnet Business Services, reported stock-based compensation activity in Class A Common Stock on March 10, 2026. She received 3,764 restricted shares under the Restricted Stock Plan that vest equally over five years starting each March 10, and 2,164 shares as her 2025 performance-based bonus paid in stock. To cover related tax obligations, the issuer withheld a total of 1,278 shares at per-share values based on closing market prices, leaving her with 31,025 shares held directly after these routine, non–open-market transactions.

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^*

Wenger DeeAnn

(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)
	Pres, Nelnet Business Services

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		99(1)	D	$131.23(2)	26,276	D
Class A Common Stock	03/10/2026		F		100(1)	D	$131.23(2)	26,176	D
Class A Common Stock	03/10/2026		F		129(1)	D	$131.23(2)	26,047	D
Class A Common Stock	03/10/2026		F		69(1)	D	$131.23(2)	25,978	D
Class A Common Stock	03/10/2026		F		245(1)	D	$131.23(2)	25,733	D
Class A Common Stock	03/10/2026		A		3,764(3)	A	$0	29,497	D
Class A Common Stock	03/10/2026		A		2,164(4)	A	$0	31,661	D
Class A Common Stock	03/10/2026		F		636(5)	D	$132.87(6)	31,025	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. 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.

4. 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.

5. 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 2,164 shares of bonus compensation stock.

6. 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 DeeAnn Wenger	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).
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FAQ

What insider transactions did NELNET INC (NNI) report for DeeAnn Wenger?

NELNET INC reported that executive DeeAnn Wenger received 3,764 restricted shares and 2,164 bonus shares of Class A Common Stock, while 1,278 shares were withheld by the issuer to cover tax obligations tied to these awards.

Were DeeAnn Wenger’s NELNET INC (NNI) Form 4 transactions open-market trades?

No, the Form 4 shows only share awards and tax-withholding dispositions, not open-market buys or sells. Shares were granted under Nelnet’s Restricted Stock Plan and withheld by the issuer solely to satisfy related tax liabilities.

How many NELNET INC (NNI) shares did DeeAnn Wenger receive as compensation?

DeeAnn Wenger received 3,764 restricted shares that vest over five years and 2,164 shares as her 2025 performance-based incentive bonus, both in Class A Common Stock issued under Nelnet’s stock-based compensation programs.

Why were NELNET INC (NNI) shares withheld from DeeAnn Wenger on March 10, 2026?

Nelnet withheld 1,278 shares from DeeAnn Wenger to satisfy tax obligations arising from the vesting of a prior restricted stock grant and from the March 10, 2026 bonus stock award, using market-based per-share values.

What is DeeAnn Wenger’s direct NELNET INC (NNI) shareholding after these Form 4 transactions?

After the reported awards and tax-withholding dispositions, DeeAnn Wenger directly holds 31,025 shares of NELNET INC Class A Common Stock, according to the post-transaction balance disclosed in the Form 4 data.

How do DeeAnn Wenger’s restricted NELNET INC (NNI) shares vest over time?

Her 3,764 restricted shares vest in equal installments over five years, with one-fifth of the grant vesting each year on March 10, in line with the issuer’s Restricted Stock Plan terms.