NNI Form 4: Board Member Adds Equity via Compensation Grant

Rhea-AI Filing Summary

Nelnet, Inc. (NNI) – Form 4 insider activity filed 18 Jun 2025

Director Jona M. Van Deun reported equity awards granted on 16 Jun 2025 under the company’s Directors Stock Compensation Plan.

• Non-derivative shares: 471 Class A common shares acquired (Code A) at a reference price of $95.58, lifting direct ownership to 1,104 shares.
• Derivative (phantom stock): 1,413 units credited on the same date; total phantom stock balance rises to 7,105 units. Each unit converts 1-for-1 into Class A shares and is payable in lump-sum or up to five annual installments after the director leaves the board.

No dispositions were reported, and the filing does not reflect any open-market purchases or sales. Grants stem from routine board compensation and dividend reinvestment features rather than discretionary buying. While the additional equity modestly aligns the director’s interests with shareholders, the transaction is not material relative to Nelnet’s share count or trading volume.

Positive

• Increased director share ownership (471 new Class A shares) marginally enhances alignment between board member and shareholders.

Negative

• Grant rather than open-market purchase limits the bullish signalling effect typically associated with insider buying.

Insights

Financial Analyst

TL;DR: Routine director stock and phantom share grant; minor alignment benefit, but immaterial for valuation or near-term price movement.

The Form 4 discloses standard compensation grants—471 Class A shares and 1,413 phantom stock units—to Director Jona Van Deun. Post-grant direct ownership is 1,104 shares, a small stake given Nelnet’s ~38 million outstanding shares. The phantom stock vests only upon board departure, limiting liquidity and signalling value. Because the equity was granted, not purchased with personal funds, it carries less bullish signalling power than open-market buys. No sales were reported, so there is no negative overhang. Overall, the filing is procedurally important but financially negligible; investors should not expect a meaningful impact on stock performance.

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

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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^*

Van Deun Jona M

(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	06/16/2025		A		471(1)	A	$95.58	1,104	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
Phantom Stock	(2)	06/16/2025		A		1,413		(3)	(3)	Class A Common Stock	1,413	$95.58	7,105(4)	D

Explanation of Responses:

1. These shares were granted pursuant to the issuer's Directors Stock Compensation Plan.

2. 1-for-1.

3. 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.

4. Includes 58 share 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 Jona M. Van Deun	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 18 Jun 2025 Form 4?

A director received 471 Class A shares and 1,413 phantom stock units on 16 Jun 2025 under the Directors Stock Compensation Plan.

How many Nelnet shares does Director Jona Van Deun now own?

Following the grant, the director directly owns 1,104 Class A shares and 7,105 phantom stock units.

Was there any insider selling of Nelnet stock in this Form 4?

No. The filing only reports share and phantom stock acquisitions; no dispositions occurred.

Is the transaction an open-market purchase?

No. The shares and phantom stock were granted as board compensation, not bought on the open market.

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

Units convert 1-for-1 and become payable after the director leaves the board, either in a lump sum or up to five annual installments.