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Nelnet (NNI) director gains 1,738 phantom units, updates IRA holdings

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

HENNING THOMAS EDWARD reported acquisition or exercise transactions in this Form 4 filing.

Nelnet Inc. director Thomas Edward Henning reported updated equity holdings and a new compensation grant. He received 1,738 phantom stock units at $110.76 per unit under the Directors Stock Compensation Plan, convertible 1-for-1 into Class A Common Stock after his board service ends, either in a lump sum or up to five annual installments.

Following this grant, he holds 59,312 phantom stock units, 11,058 Class A shares directly, and small indirect positions of 13 shares in his IRA and 8 shares in his spouse’s IRA. The filing notes these IRA holdings, including 574 shares accumulated via dividend reinvestment since June 18, 2025, were previously omitted from Section 16 reports.

Positive

  • None.

Negative

  • None.
Insider HENNING THOMAS EDWARD
Role null
Type Security Shares Price Value
Grant/Award Phantom Stock 1,738 $110.76 $193K
holding Class A Common Stock -- -- --
holding Class A Common Stock -- -- --
holding Class A Common Stock -- -- --
Holdings After Transaction: Phantom Stock — 59,312 shares (Direct, null); Class A Common Stock — 11,058 shares (Direct, null); Class A Common Stock — 13 shares (Indirect, IRA)
Footnotes (1)
  1. Represents shares held in the reporting person's IRA for which acquisition records are no longer available, which were inadvertently omitted from prior Section 16 filings. Represents shares held in the IRA of the reporting person's spouse for which acquisition records are no longer available, which were inadvertently omitted from prior Section 16 filings. 1-for-1. 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. Includes a total of 574 shares acquired since June 18, 2025 pursuant to the dividend reinvestment feature of the issuer's Directors Stock Compensation Plan.
Phantom stock grant 1,738 units Granted on June 15, 2026 under Directors Stock Compensation Plan
Phantom stock total 59,312 units Phantom stock units held after the grant
Grant reference price $110.76 per unit Price per phantom stock unit for the 1,738-unit grant
Direct Class A shares 11,058 shares Class A Common Stock held directly after reported updates
IRA holdings 13 shares Class A Common Stock in Henning’s IRA
Spouse IRA holdings 8 shares Class A Common Stock in spouse’s IRA
Dividend reinvestment shares 574 shares Shares acquired since June 18, 2025 via dividend reinvestment in the plan
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."
IRA financial
"Represents shares held in the reporting person's IRA for which acquisition records are no longer available"
An individual retirement account (IRA) is a savings account designed to help people put aside money for their retirement, often with tax advantages that encourage long-term savings. It matters to investors because it can grow over time, providing financial security later in life, and offers benefits that can reduce current taxes or allow investments to compound more effectively.
dividend reinvestment financial
"Includes a total of 574 shares acquired since June 18, 2025 pursuant to the dividend reinvestment feature of the issuer's Directors Stock Compensation Plan."
Dividend reinvestment is when the money earned from a company's profit sharing, called dividends, is automatically used to buy more shares of that company instead of being received as cash. This process helps investors grow their holdings over time without extra effort, much like using earned interest to buy more of a savings account. It encourages long-term investment growth by continuously increasing the amount of shares owned.
Section 16 filings regulatory
"which were inadvertently omitted from prior Section 16 filings."
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Form 4 Insider Transactions: What Each Field Means →
SEC Form 4
FORM 4UNITED 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*
HENNING THOMAS EDWARD
(Last)(First)(Middle)
C/O NELNET, INC.
121 SOUTH 13TH STREET, SUITE 100
(Street)
LINCOLN NEBRASKA 68508
(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)
XDirector10% Owner
Officer (give title below)Other (specify below)
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
06/15/2026		6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
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)
CodeVAmount(A) or (D)Price
Class A Common Stock11,058D
Class A Common Stock13(1)IIRA
Class A Common Stock8(2)ISpouse IRA
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Phantom Stock(3)06/15/2026A1,738 (4) (4)Class A Common Stock1,738$110.7659,312(5)D
Explanation of Responses:
1. Represents shares held in the reporting person's IRA for which acquisition records are no longer available, which were inadvertently omitted from prior Section 16 filings.
2. Represents shares held in the IRA of the reporting person's spouse for which acquisition records are no longer available, which were inadvertently omitted from prior Section 16 filings.
3. 1-for-1.
4. 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.
5. Includes a total of 574 shares acquired since June 18, 2025 pursuant to the dividend reinvestment feature of the issuer's Directors Stock Compensation Plan.
/s/ Nicole M. Stawniak, Attorney-in-Fact for Thomas E. Henning06/17/2026
** Signature of Reporting PersonDate
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)

Source: View Original Filing on SEC EDGAR

FAQ

What did Nelnet (NNI) director Thomas Henning report in this Form 4?

Nelnet director Thomas Edward Henning reported a grant of 1,738 phantom stock units and updated his existing share holdings. The filing details direct Class A share ownership, small IRA and spouse IRA positions, and accumulated phantom stock under the company’s Directors Stock Compensation Plan.

How many phantom stock units does Nelnet (NNI) director Henning now hold?

After the latest grant, Thomas Henning holds 59,312 phantom stock units tied to Nelnet Class A Common Stock. These units were granted under the Directors Stock Compensation Plan and will be settled in shares after his board service ends, either in one lump sum or installments.

How and when will Henning’s Nelnet phantom stock be paid out?

Henning’s phantom stock will be paid in shares of Nelnet Class A Common Stock promptly after his board service ends. He can elect either a single lump-sum payment or up to five annual installments, all based on a 1-for-1 conversion into common shares.

What corrections did Henning make to his Nelnet (NNI) IRA holdings?

The filing identifies 13 Nelnet shares in Henning’s IRA and 8 shares in his spouse’s IRA with acquisition records no longer available. These holdings, plus 574 shares from dividend reinvestment, were inadvertently omitted from prior Section 16 reports and are now reflected.

What are Henning’s direct share holdings in Nelnet Class A Common Stock?

Henning is shown holding 11,058 shares of Nelnet Class A Common Stock directly after the reported transactions. This direct ownership is separate from his phantom stock units and the small indirect positions held through his IRA and his spouse’s IRA accounts.