Nelnet (NYSE: NNI) CEO awarded 7,527 restricted shares; 2,422 withheld for taxes

Rhea-AI Filing Summary

Nelnet Inc. Chief Executive Officer Jeffrey R. Noordhoek reported compensation-related share movements in Class A Common Stock. On March 10, 2026, he received 7,527 restricted shares as an award with no purchase price. These shares vest in five equal installments each year on March 10 under the company’s Restricted Stock Plan.

On the same date, a total of 2,422 shares were withheld by the issuer at $131.23 per share to cover his tax obligations from the vesting of a previously reported grant, a non-market "F" tax-withholding disposition under Rule 16b-3(d). After these transactions, he directly holds 109,583 shares, which include 5,148 shares from the Employee Share Purchase Plan, and also reports indirect holdings through two trusts as disclosed.

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^*

NOORDHOEK JEFFREY R

(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 Executive 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		1,195(1)	D	$131.23(2)	103,283(3)	D
Class A Common Stock	03/10/2026		F		537(1)	D	$131.23(2)	102,746(3)	D
Class A Common Stock	03/10/2026		F		486(1)	D	$131.23(2)	102,260(3)	D
Class A Common Stock	03/10/2026		F		204(1)	D	$131.23(2)	102,056(3)	D
Class A Common Stock	03/10/2026		A		7,527(4)	A	$0	109,583(3)	D
Class A Common Stock								311,008(5)	I	By trust
Class A Common Stock								126,462(6)	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. Includes 5,148 shares issued pursuant to the issuer's Employee Share Purchase Plan.

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. Shares held by The Jeffrey R. Noordhoek Amended and Restated Revocable Trust, dated August 9, 2016, which is a revocable trust with respect to which the reporting person is the trustee and settlor, and the reporting person, his spouse and children are beneficiaries.

6. Shares held by the Jeffrey Noordhoek Post Annuity Irrevocable Trust dated August 29, 2003, of which the reporting person's spouse and children are initial beneficiaries. 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 Jeffrey R. Noordhoek	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).
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.

FAQ

What did Nelnet (NNI) CEO Jeffrey Noordhoek report in this Form 4?

Nelnet CEO Jeffrey Noordhoek reported a grant of 7,527 restricted shares of Class A Common Stock and related tax-withholding dispositions on March 10, 2026. These movements are compensation and tax events, not open-market stock purchases or sales.

How many Nelnet (NNI) shares were withheld for taxes in this filing?

A total of 2,422 shares of Nelnet Class A Common Stock were withheld by the issuer to satisfy Jeffrey Noordhoek’s tax obligations. The withholding value was set at $131.23 per share, based on the market closing price on March 10, 2026.

What is the size and vesting schedule of the restricted stock award to Nelnet’s CEO?

Jeffrey Noordhoek received 7,527 restricted shares under Nelnet’s Restricted Stock Plan. These shares vest equally over five years, with one-fifth of the award vesting each year on March 10, subject to the plan’s terms and continued eligibility.

Did the Nelnet (NNI) CEO make any open-market stock sales or purchases?

The Form 4 shows no open-market buys or sells. All dispositions were "F" code tax-withholding transactions, where shares were delivered to the issuer to pay tax liabilities tied to equity compensation vesting, rather than discretionary market trading.

How many Nelnet shares does Jeffrey Noordhoek hold directly after these transactions?

Following the reported grant and tax-withholding entries, Jeffrey Noordhoek directly holds 109,583 shares of Nelnet Class A Common Stock. This figure includes 5,148 shares acquired through the company’s Employee Share Purchase Plan, as specified in the footnotes.

What indirect Nelnet (NNI) shareholdings by Jeffrey Noordhoek are disclosed?

The filing reports indirect holdings through two trusts. One is a revocable trust where he is trustee and settlor, benefiting him, his spouse, and children. Another is an irrevocable trust for his spouse and children, where he reports beneficial ownership but disclaims it except for his pecuniary interest.