Nelnet (NNI) HR chief granted 3,990 shares; 670 withheld for taxes

Rhea-AI Filing Summary

Nelnet Inc Chief People Services Officer Emily Olinger reported routine equity compensation activity in Class A Common Stock. On March 10, 2026, she received a total of 3,990 shares as restricted and performance-based stock awards, while 670 shares were withheld by the company to cover tax obligations. After these transactions, she directly holds 7,859 shares.

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^*

Olinger Emily

(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 People Services 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		111(1)	D	$131.23(2)	4,428(3)	D
Class A Common Stock	03/10/2026		F		50(1)	D	$131.23(2)	4,378(3)	D
Class A Common Stock	03/10/2026		A		2,258(4)	A	$0	6,636(3)	D
Class A Common Stock	03/10/2026		A		1,732(5)	A	$0	8,368(3)	D
Class A Common Stock	03/10/2026		F		509(6)	D	$132.87(7)	7,859	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. Includes (i) 64 shares issued pursuant to the issuer's Employee Share Purchase Plan and (ii) 2 shares acquired by the reporting person pursuant to the issuer's dividend reinvestment plan since March 12, 2025.

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 1,732 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.

Remarks:

Exhibit List: Exhibit 24 - Power of Attorney

	/s/ Philip J. Morgan, Attorney-in-Fact for Emily Olinger	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 insider transactions did Nelnet (NNI) report for Emily Olinger?

Nelnet reported that Chief People Services Officer Emily Olinger received 3,990 Class A Common Stock shares as stock awards, while 670 shares were withheld to cover tax obligations, resulting in direct ownership of 7,859 shares after the March 10, 2026 transactions.

Were Emily Olinger’s Nelnet (NNI) share transactions open-market buys or sells?

The reported transactions were not open-market trades. Shares were acquired as equity awards and some shares were withheld by Nelnet to satisfy tax obligations tied to vesting and bonus stock, rather than being bought or sold on the open market.

How many Nelnet (NNI) shares were granted to Emily Olinger in this Form 4?

Emily Olinger received 3,990 Class A Common Stock shares. These included restricted shares that vest over five years and stock issued as her 2025 performance-based incentive bonus, both granted under Nelnet’s equity compensation plans on March 10, 2026.

Why were 670 Nelnet (NNI) shares withheld from Emily Olinger?

The 670 shares were tax-withheld by Nelnet to cover Emily Olinger’s tax obligations arising from vesting of restricted stock and a 1,732-share bonus stock award, using per-share values based on specified market closing prices around March 10, 2026.

How many Nelnet (NNI) shares does Emily Olinger own after these transactions?

Following the March 10, 2026 equity award grants and related tax-withholding transactions, Chief People Services Officer Emily Olinger directly owns 7,859 shares of Nelnet Class A Common Stock, including shares accumulated through purchase and dividend reinvestment plans since March 2025.

What vesting schedule applies to Emily Olinger’s new Nelnet restricted shares?

The newly awarded restricted shares vest in equal installments over five years. One-fifth of the grant vests each year on March 10, providing a long-term compensation structure that links Olinger’s equity ownership to continued service and performance with Nelnet.