NNI Insider Thomas Henning Boosts Holdings with Phantom Stock Award

Rhea-AI Filing Summary

Nelnet, Inc. (NNI) – Form 4 Insider Activity

Director Thomas E. Henning reported the acquisition of 2,015 phantom stock units on 06/16/2025 under the company’s Directors Stock Compensation Plan. Each unit converts 1-for-1 into Class A common stock and will be delivered after the director leaves the Board, either as a lump sum or in up to five annual installments, at his election.

Following this grant, Henning’s holdings total 57,000 phantom stock units, 16,152 Class A shares held directly, and 3,102 shares held indirectly through his spouse. The award was recorded at $95.58 per unit, implying a notional value of roughly $192 k. Table I shows no open-market transactions; the filing relates solely to director compensation rather than active buying or selling.

While the share count is negligible relative to Nelnet’s overall float, the additional units modestly increase insider alignment with shareholders and signal continued board engagement.

Insights

Corporate Governance Expert

TL;DR: Routine phantom-stock grant; increases director alignment but immaterial to valuation.

The filing documents a standard compensation-related award, not a discretionary market purchase. Phantom units mirror common stock value without immediate dilution and become payable only upon board departure, limiting near-term supply pressure. Insider ownership nudges higher, which governance watchers often view positively, yet the absolute stake—about 0.1% of shares outstanding—has no material impact on control or capital structure. Overall, the disclosure is transparent but financially neutral for investors.

Portfolio Manager

TL;DR: Neutral event; cashless, non-dilutive, and too small to affect NNI’s risk/return profile.

From a portfolio standpoint, a $192 k phantom-stock credit to a director is insignificant versus Nelnet’s multi-billion-dollar market cap. The absence of open-market buying limits any signaling value tied to price conviction. Because phantom shares settle with existing stock at separation, there is no immediate earnings or cash-flow effect. Accordingly, the filing neither alters my position sizing nor my investment thesis on NNI.

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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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 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)

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

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								16,152	D
Class A Common Stock								3,102	I	By Spouse

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		2,015		(2)	(2)	Class A Common Stock	2,015	$95.58	57,000(3)	D

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. Includes a total of 546 shares acquired since June 18, 2024 pursuant to the dividend reinvestment feature of the issuer's Directors Stock Compensation Plan.

	/s/ Audra Hoffschneider, Attorney-in-Fact for Thomas E. Henning	06/18/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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** 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 did Nelnet (NNI) disclose in the latest Form 4?

Director Thomas E. Henning received 2,015 phantom stock units under the Directors Stock Compensation Plan on 06/16/2025.

At what price were the phantom stock units valued?

The units were recorded at $95.58 per phantom share.

When will the phantom stock units convert into Class A shares?

They convert 1-for-1 and will be paid out after Henning’s board service ends, either in a lump sum or up to five annual installments.

How many Nelnet shares does Henning now beneficially own?

Post-grant, he holds 57,000 phantom units, 16,152 Class A shares directly, and 3,102 shares indirectly via spouse.

Does the filing indicate an open-market purchase or sale?

No. Table I lists no buy/sell activity; the transaction is a compensation grant, not a market trade.