Nelnet (NYSE: NNI) grants stock to CLO, with 1,204 shares withheld for tax

Rhea-AI Filing Summary

Nelnet Inc.'s Secretary and Chief Legal Officer William J. Munn reported compensation-related stock activity. On March 10, 2026, he received 3,011 restricted shares under the Restricted Stock Plan that vest in equal installments over five years, and 2,597 shares as a 2025 performance-based bonus paid in stock. To cover related tax obligations, the issuer withheld a total of 1,204 shares at values based on closing market prices. After these awards and tax-withholding dispositions, Munn holds 7,924 Class A shares directly and 11,103 shares indirectly through a living trust he and his spouse administer.

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^*

Munn William 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)
	Secy/Chief Legal Off/Gen Coun

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		119(1)	D	$131.23(2)	3,401	D
Class A Common Stock	03/10/2026		F		143(1)	D	$131.23(2)	3,258	D
Class A Common Stock	03/10/2026		F		129(1)	D	$131.23(2)	3,129	D
Class A Common Stock	03/10/2026		F		50(1)	D	$131.23(2)	3,079	D
Class A Common Stock	03/10/2026		A		3,011(3)	A	$0	6,090	D
Class A Common Stock	03/10/2026		A		2,597(4)	A	$0	8,687	D
Class A Common Stock	03/10/2026		F		763(5)	D	$132.87(6)	7,924	D
Class A Common Stock								11,103(7)	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. 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.

4. 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.

5. 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 2,597 shares of bonus compensation stock.

6. 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.

7. Shares held by a living trust of which the reporting person and his spouse are the trustees and beneficiaries.

Remarks:

Exhibit List: Exhibit 24 - Power of Attorney

	/s/ Philip J. Morgan, Attorney-in-Fact for William J. Munn	03/13/2026
	** 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) disclose for William J. Munn?

Nelnet reported that William J. Munn received stock awards and had shares withheld for taxes. He was granted 3,011 restricted shares and 2,597 bonus shares, while 1,204 shares were withheld by the issuer to satisfy tax obligations tied to these grants.

How many Nelnet (NNI) shares were granted to William J. Munn as compensation?

Munn received 3,011 restricted shares under the Restricted Stock Plan and 2,597 shares as his 2025 performance-based incentive bonus. Both awards were issued in Nelnet Class A Common Stock effective March 10, 2026, increasing his direct equity-based compensation holdings.

Why were Nelnet (NNI) shares disposed of in William J. Munn’s Form 4 filing?

The dispositions reflect tax withholding, not open-market sales. Nelnet withheld 1,204 shares to satisfy Munn’s tax obligations from vesting restricted stock and the 2,597-share bonus award, using per-share values based on specified market closing prices under the company’s tax-withholding arrangements.

What are William J. Munn’s total reported Nelnet (NNI) share holdings after these transactions?

Following the reported grants and tax-withholding events, Munn holds 7,924 Nelnet Class A shares directly. He also has 11,103 shares held indirectly through a living trust where he and his spouse serve as trustees and beneficiaries, as disclosed in the filing footnotes.

How do the Nelnet (NNI) restricted shares granted to William J. Munn vest over time?

The 3,011 restricted shares awarded under Nelnet’s Restricted Stock Plan vest in five equal annual installments. One-fifth of the grant vests each year on March 10, providing a structured, long-term equity incentive tied to continued service over the vesting period.