Nelnet Insider Grant: 1,884 Phantom Shares Awarded to Adam Peterson

Rhea-AI Filing Summary

Nelnet, Inc. (NNI) Form 4 filing dated 18-Jun-2025 reports an insider equity award to Director Adam K. Peterson and affiliated investment entities Magnolia Capital Fund, LP and The Magnolia Group, LLC.

On 16-Jun-2025 Mr. Peterson received 1,884 shares of phantom stock under the issuer’s Directors Stock Compensation Plan at a reference price of $95.58 per share (1-for-1 convertible into Class A Common Stock). The phantom shares will be settled in actual stock, either in a lump sum or up to five annual instalments, only after the director leaves the Board.

Post-transaction holdings are as follows:

• Total derivative securities now held: 1,678,448 shares.
• Magnolia Capital Fund, LP directly owns: 1,668,976 shares of common stock.
• Adam K. Peterson directly owns: 9,472 phantom shares, inclusive of the 1,884 just granted.

The grant also reflects dividend reinvestment activity—19–20 additional phantom shares were automatically credited on four dividend dates between Sep-2024 and Jun-2025.

The filing is a routine disclosure of director compensation; no open-market purchases or sales were reported. Magnolia entities and Mr. Peterson expressly disclaim beneficial ownership beyond their economic interest.

Positive

• Insider acquisition: Director Adam K. Peterson received 1,884 additional phantom shares, modestly increasing his equity-linked exposure to Nelnet.

Negative

• Minimal size: The award represents a very small increment relative to the existing 1.68 million derivative shares already held.
• Compensation grant, not purchase: Shares were issued through the Directors Stock Compensation Plan rather than an open-market buy, reducing potential signalling power.

Insights

Financial Analyst

TL;DR: Small phantom-stock grant to director; routine compensation, limited signalling value, neutral impact.

The 1,884-share award adds less than 0.2% to Mr. Peterson’s existing 1.68 million share derivative position. Because the shares are awarded under the Directors Stock Compensation Plan and not purchased on the open market, the transaction does not alter cash exposure nor indicate incremental personal capital at risk. Settlement is deferred until board departure, so near-term float and earnings per share are unaffected. Overall, a standard compensation event with negligible financial impact for shareholders.

Corporate Governance Expert

TL;DR: Routine board compensation disclosure; governance practices appear compliant, no red flags identified.

The filing demonstrates adherence to Section 16 reporting and provides transparent detail on phantom-stock mechanics, including elective payout structure and dividend reinvestment. Multiple signatures confirm that Magnolia entities and Mr. Peterson coordinate reporting, limiting future ambiguity. No accelerated vesting, preferential pricing, or related-party transactions are evident. Governance risk remains unchanged; therefore, investors should view this as procedurally neutral.

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
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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^*

Peterson Adam K

(Last) (First) (Middle)

1601 DODGE STREET, SUITE 3300

(Street)

OMAHA NE 68102

(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)

X	Director		10% Owner
	Officer (give title below)	X	Other (specify below)
			See below

3. Date of Earliest Transaction (Month/Day/Year)
06/16/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	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

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
Phantom Stock	(1)	06/16/2025		A		1,884		(2)	(2)	Class A Common Stock	1,884	$95.58	1,678,448(3)(4)	D

1. Name and Address of Reporting Person^*

Peterson Adam K

(Last) (First) (Middle)

1601 DODGE STREET, SUITE 3300

(Street)

OMAHA NE 68102

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

X	Director		10% Owner
	Officer (give title below)	X	Other (specify below)
			See below

1. Name and Address of Reporting Person^*

MAGNOLIA CAPITAL FUND, LP

(Last) (First) (Middle)

1601 DODGE STREET, SUITE 3300

(Street)

OMAHA NE 68102

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

	Director		10% Owner
	Officer (give title below)	X	Other (specify below)
			See remarks

1. Name and Address of Reporting Person^*

MAGNOLIA GROUP, LLC

(Last) (First) (Middle)

1601 DODGE STREET

SUITE 3300

(Street)

OMAHA NE 68102

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

	Director		10% Owner
	Officer (give title below)	X	Other (specify below)
			See remarks

Explanation of Responses:

1. 1-for-1.

2. 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.

3. 1,668,976 of the reported shares are directly owned by Magnolia Capital Fund, LP, of which The Magnolia Group, LLC ("TMG") is the general partner and investment manager. Adam K. Peterson ("Mr. Peterson") is the managing member of TMG. TMG and Mr. Peterson could both be deemed to share indirect beneficial ownership of 1,668,976 shares of Common Stock of Nelnet Inc held by Magnolia Capital Fund, LP. Mr. Peterson holds directly the 9,472 shares of Phantom Stock for his own account.

4. Includes a total of 19 shares acquired on September 13, 2024, 20 shares acquired on December 16, 2024, 19 shares acquired on March 14, 2025, and 19 shares acquired on June 16, 2025 pursuant to the dividend reinvestment feature of the issuer's Directors Stock Compensation Plan.

Remarks:

TMG and Mr. Peterson disclaim beneficial ownership except to the extent of their respective pecuniary interests therein of shares except the 9,472 shares Mr. Peterson directly owns, and this report shall not be deemed an admission of beneficial ownership of these securities for Section 16 or for any other purposes.

	/s/ Adam K. Peterson	06/18/2025
	/s/ Adam K. Peterson on behalf of the Magnolia Capital Fund, LP by its General Partner, The Magnolia Group, LLC	06/18/2025
	/s/ Adam K. Peterson, managing member on behalf of The Magnolia Group, LLC	06/18/2025
	** Signature of Reporting Person	Date
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FAQ

What did Nelnet (NNI) report in the latest Form 4?

Director Adam K. Peterson was granted 1,884 shares of phantom stock on 16-Jun-2025.

How many Nelnet shares does Adam K. Peterson now control?

After the transaction, Mr. Peterson and related entities beneficially own 1,678,448 derivative shares plus common stock held by Magnolia Capital Fund.

Was the transaction an open-market purchase?

No. The shares were awarded under the Directors Stock Compensation Plan; no cash was used to buy shares on the market.

When will the phantom stock convert to Class A common shares?

Conversion occurs after Mr. Peterson leaves Nelnet’s Board, either in a lump sum or up to five annual instalments.

What price was attributed to the phantom shares?

The filing lists a reference price of $95.58 per share for the 1,884 phantom shares granted.