Nelnet (NYSE: NNI) COO granted stock, with shares withheld for taxes

Rhea-AI Filing Summary

Nelnet Inc. Chief Operating Officer Terry J. Heimes reported compensation-related stock activity in Class A Common Stock. He received 7,527 restricted shares that vest in equal installments over five years and 6,492 shares as his 2025 performance-based bonus, both under the company’s Restricted Stock Plan. The issuer withheld 5,274 shares at assigned per-share values of 131.23 and 132.87 to satisfy related tax obligations, a non-market disposition. Following these transactions, Heimes holds 27,923 shares directly, and also reports additional indirect holdings through revocable trusts, a spouse account, and children’s trusts.

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^*

HEIMES TERRY J

(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)
	Chief Operating Officer

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		791(1)	D	$131.23(2)	18,387(3)	D
Class A Common Stock	03/10/2026		F		356(1)	D	$131.23(2)	18,031	D
Class A Common Stock	03/10/2026		F		322(1)	D	$131.23(2)	17,709	D
Class A Common Stock	03/10/2026		F		135(1)	D	$131.23(2)	17,574	D
Class A Common Stock	03/10/2026		A		7,527(4)	A	$0	25,101	D
Class A Common Stock	03/10/2026		A		6,492(5)	A	$0	31,593	D
Class A Common Stock	03/10/2026		F		3,670(6)	D	$132.87(7)	27,923	D
Class A Common Stock								139,373(8)	I	By revocable trust
Class A Common Stock								5,247	I	By spouse
Class A Common Stock								50,000(9)	I	By revocable trust
Class A Common Stock								7,420(10)	I	By trust
Class A Common Stock								7,420(11)	I	By trust
Class A Common Stock								7,420(12)	I	By trust
Class A Common Stock								7,420(13)	I	By trust

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. The number of shares reflects shares contributed to a revocable trust as discussed in footnote (8) below.

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 6,492 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.

8. Shares held by a revocable trust established by the reporting person, of which trust the reporting person is the sole trustee and sole lifetime beneficiary. On March 31, 2025, the reporting person contributed a total of 2,637 shares to the revocable trust.

9. Shares held by a revocable trust established by the reporting person's spouse, of which trust the reporting person's spouse is the sole trustee and sole lifetime beneficiary.

10. Shares held by a trust for the benefit of a son of the reporting person. The reporting person continues to report beneficial ownership of all the shares held by the trust, but disclaims beneficial ownership of the shares held by the trust except to the extent of his pecuniary interest therein.

11. Shares held by a trust for the benefit of another son of the reporting person. The reporting person continues to report beneficial ownership of all the shares held by the trust, but disclaims beneficial ownership of the shares held by the trust except to the extent of his pecuniary interest therein.

12. Shares held by a trust for the benefit of another son of the reporting person. The reporting person continues to report beneficial ownership of all the shares held by the trust, but disclaims beneficial ownership of the shares held by the trust except to the extent of his pecuniary interest therein.

13. Shares held by a trust for the benefit of the daughter of the reporting person. The reporting person continues to report beneficial ownership of all the shares held by the trust, but disclaims beneficial ownership of the shares held by the trust except to the extent of his pecuniary interest therein.

Remarks:

Exhibit List: Exhibit 24 - Power of Attorney

	/s/ Philip J. Morgan, Attorney-in-Fact for Terry J. Heimes	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).
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FAQ

What insider activity did Nelnet (NNI) report for COO Terry Heimes?

Nelnet reported that COO Terry J. Heimes received restricted stock and bonus shares, and had shares withheld to cover taxes. All entries involve compensation and tax withholding, not open-market buying or selling of Class A Common Stock.

How many Nelnet shares were withheld for Terry Heimes’ tax obligations?

A total of 5,274 Nelnet Class A shares were tax-withheld by the issuer to satisfy Terry Heimes’ tax obligations. The filing notes per-share values of 131.23 and 132.87, based on market closing prices around March 10, 2026.

What stock awards did Nelnet’s COO receive according to the Form 4?

Terry Heimes received 7,527 restricted shares under Nelnet’s Restricted Stock Plan and 6,492 shares as his 2025 performance-based incentive bonus. Both awards were issued in stock, increasing his direct equity stake before tax-withholding transactions.

What is the vesting schedule for Terry Heimes’ restricted Nelnet shares?

The 7,527 restricted shares awarded to Terry Heimes vest equally over five years. One-fifth of the grant vests each year on March 10, as described under Nelnet’s Restricted Stock Plan in the filing’s footnotes.

How many Nelnet shares does Terry Heimes hold directly after these transactions?

After the reported awards and tax-withholding dispositions, Terry Heimes holds 27,923 Nelnet Class A shares directly. This figure reflects his direct ownership position following all Form 4 transactions dated March 10, 2026.

What indirect Nelnet share holdings are associated with Terry Heimes?

Heimes reports indirect ownership of Nelnet shares through revocable trusts he or his spouse established, a spouse account, and multiple children’s trusts. The filing notes amounts such as 139,373 and 50,000 shares in revocable trusts and 5,247 shares held by his spouse.