DEF 14A of Nelnet Inc, Apr 2, 2026

DEF 14A of Nelnet Inc

Filed Apr 2, 2026 · FY20250001258602-26-000024

Open on EDGAR

  1. PROPOSAL 1 - ELECTION OF DIRECTORS

    PROPOSAL 1 - ELECTION OF DIRECTORS During 2025, the Company’s Board of Directors consisted of nine directors who were divided into three classes, designated as Class I, Class II, and Class III. In accordance with the Company’s Articles of Incorporation, the number of directors constituting the entire Board is fixed exclusively by the Board from time to time. The classes of directors serve for staggered three-year terms, with their current terms ending at the annual meeting of shareholders in the following years: Class I directors - 2027; Class II directors - 2028; and Class III directors - 2026. Effective March 23, 2026, Adam K. Peterson, a Class II director, resigned from the Board. Shareholders are asked to elect three Class III directors to serve on the Board of Directors for a three-year term ending at the 2029 annual meeting of shareholders. The nominees for the Class III directorships are Kathleen A. Farrell, David S. Graff, and Thomas E. Henning. Each nominee is currently serving on the Board as a Class III director, and were most recently elected to the Board by the shareholders at the 2023 annual meeting of shareholders. In making these nominations, the Board and the Nominating and Corporate Governance Committee consider each nominee's specific experience, qualifications, and skills as described below. Upon the recommendation of the Board's Nominating and Corporate Governance Committee, the Board has nominated each of the Class III director nominees named below to serve on the Board of Directors as Class III directors. The Board of Directors recommends that shareholders vote FOR the election of each Class III director nominee (named below) to the Board of Directors. In the event that before the election any Class III director nominee becomes unable or unwilling to serve, if elected, the shares represented by proxy will be voted for any substitute nominees designated by the Board, unless the proxy does not indicate that the shares are to be voted for all Class III director nominees, or, if the Board does not designate any substitute nominees, the shares represented by proxy may be voted for a reduced number of nominees. The Board of Directors knows of no reason why any of the persons nominated for election as Class III directors might be unable or unwilling to serve if elected, and each nominee has consented to and expressed an intention to serve if elected. There are no arrangements or understandings between any of the nominees and any other person pursuant to which any of the nominees was selected as a nominee. The following sets forth certain information about (i) each of the three nominees for election as Class III directors to serve for a three-year term expiring at the 2029 annual meeting of shareholders, and (ii) each of the current Class I and Class II directors whose term of office continues beyond the 2026 Annual Meeting. The information includes, with respect to each such person: (a) their age, (b) the year during which they were first elected a director of the Company, (c) their principal occupation(s) and any other directorships with publicly held companies (if applicable) during the past five years, and (d) the qualifications of such person that led to the conclusion that such person should serve as a director of the Company.

  2. Class III Director Nominees to Hold Office for a Term Expiring at the 2029 Annual Meeting of Shareholders

    Class III Director Nominees to Hold Office for a Term Expiring at the 2029 Annual Meeting of Shareholders

  3. Class I Directors Continuing in Office for a Term Expiring at the 2027 Annual Meeting of Shareholders

    Class I Directors Continuing in Office for a Term Expiring at the 2027 Annual Meeting of Shareholders

  4. Class II Directors Continuing in Office for a Term Expiring at the 2028 Annual Meeting of Shareholders

    Class II Directors Continuing in Office for a Term Expiring at the 2028 Annual Meeting of Shareholders

  5. Director Compensation Overview

    Director Compensation Overview The Company’s compensation program for directors (except for Michael Dunlap, who does not receive any compensation for Board or committee service) is designed to reasonably compensate directors for their service on the Board of Directors and its committees, in amounts commensurate with their roles and involvement, and taking into consideration the significant amount of time they devote in fulfilling their duties in view of the Company’s size, complexity, and risks, as well as the experience and skill levels required of members of the Board. The Company intends to compensate its directors in a manner that attracts and retains high quality Board members, and ensures that their interests are aligned with the shareholders. The People Development and Compensation Committee reviews the compensation program for directors on an annual basis and makes recommendations regarding the program to the Board. In addition to the various components of the Company’s compensation program for directors discussed under the "Director Compensation Elements," “Director Compensation Table for Fiscal Year 2025,” and “Share Ownership Guidelines for Board Members” captions below, the Company has a policy prohibiting members of the Board of Directors from short sales of the Company’s stock, buying or selling call or put options or other derivatives related to the Company’s stock, or engaging in hedging or monetization transactions with respect to any of their direct or indirect interest in the Company’s stock, including through the use of financial instruments such as prepaid variable forwards, equity swaps, collars, and exchange funds. The Company's policy also requires members of the Board who wish to buy or sell the Company’s stock to do so only through Rule 10b5-1 stock trading plans, and limits the use of margin accounts or other pledge arrangements by Board members with respect to the Company's stock. See "Executive Compensation" - "Compensation Discussion and Analysis" - "Prohibition on Hedging and Short Sales, and Limits on Share Pledging."

  6. Director Compensation Elements

    Director Compensation Elements Directors are primarily compensated through an annual retainer in the base amount of $150,000 for each director. An additional annual retainer of $10,000 is paid to directors who serve as members on each of the Audit Committee, People Development and Compensation Committee, Compliance Committee, Nominating and Corporate Governance Committee, Risk and Finance Committee, or Executive Committee, as applicable. The Chair of the Audit Committee is also paid an additional $12,500 annual retainer fee. Directors are also compensated for Board meeting and committee meeting attendance, earning $1,000 for each Board and committee meeting attended. As indicated above, Michael Dunlap does not receive any consideration for participation in Board or committee meetings. The Company has a Directors Stock Compensation Plan that was approved by the Board of Directors and shareholders, pursuant to which Board members can elect to receive their annual retainer fees in the form of cash or in shares of the Company's Class A common stock. Under the plan, if a Director elects to receive Class A common stock, the number of shares that will be granted will be equal to the amount of the annual retainer fee otherwise payable in cash divided by 85% of the fair market value of a share of Class A common stock on the date the fee is payable. Directors who choose to receive Class A common stock may also elect to defer receipt of the Class A common stock until termination of their service on the Board of Directors. Any dividends paid in respect of deferred shares during the deferral period will also be deferred in the form of additional shares and paid out at termination of service on the Board of Directors. This plan may be amended or terminated by the Board of Directors at any time, but no amendment or termination will adversely affect a Director's rights with respect to previously deferred shares without the consent of the Director.

  7. Director Compensation Table for Fiscal Year 2025

    Director Compensation Table for Fiscal Year 2025 The following table sets forth summary information regarding compensation of Directors for the fiscal year ended December 31, 2025.

  8. Director Compensation Table for Fiscal Year 2025

    | | 2025 Compensation | | | | | Director name | Fees paid in cash ($) (a) | Stock awards ($) (b) | Matching gift program ($) (c) | Total ($) | | Preeta D. Bansal | 19,000 | 211,856 | 25,000 | 255,856 | | Matthew W. Dunlap (d) | 184,000 | — | — | 184,000 | | Michael S. Dunlap (e) | — | — | — | — | | Kathleen A. Farrell | 14,000 | 211,856 | — | 225,856 | | David S. Graff | 16,000 | 200,049 | — | 216,049 | | Thomas E. Henning | 16,000 | 226,587 | 25,000 | 267,587 | | Adam K. Peterson | 19,000 | 211,856 | 25,000 | 255,856 | | Kimberly K. Rath | 14,000 | 200,049 | — | 214,049 | | Jona M. Van Deun | 18,000 | 211,856 | 3,000 | 232,856 |

  9. Director Compensation Table for Fiscal Year 2025

    (a)Amounts represent cash paid to Board members for attendance at Board and committee meetings. Amount for Matthew Dunlap also includes annual retainer fees ($170,000). (b)Each of the Non-Employee Directors elected to receive their annual retainer fees for 2025 in the form of awards of the Company's Class A common stock or deferred shares under the Directors Stock Compensation Plan, which awards are within the scope of Financial Accounting Standards Board Accounting Standards Codification Topic 718 (FASB ASC Topic 718). As such, the amounts under “stock awards” in the table above represent the grant date fair value of the stock or deferred shares computed in accordance with FASB ASC Topic 718 based on the closing market price of the Class A common stock of $112.45 per share on June 13, 2025, the trading day immediately preceding the date of issuance. Under this plan, the Company uses 85% of such closing market price of the Class A common stock on the date immediately preceding the date the annual retainer fees are payable to calculate the number of shares to be issued under this plan. Additional information about the Company’s accounting for stock-based compensation under FASB ASC Topic 718 can be found in Note 2 - “Summary of Significant Accounting Policies and Practices - Compensation Expense for Stock Based Awards” and Note 22 - “Stock Based Compensation Plans - Directors Compensation Plan” of the Notes to Consolidated Financial Statements included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025. (c)Amounts represent matching contributions by the Company to charitable organizations during 2025 under the Company's matching gift program. (d)In addition to Matthew Dunlap's compensation as a member of the Board of Directors as reflected in the table above, he is also an employee and executive officer of the Company. Matthew Dunlap's total compensation as an employee and board member of the Company for the year ended December 31, 2025 was $1.21 million which includes (i) $184,000 in director compensation reported in the table above, (ii) a salary of $500,000, (iii) a bonus paid in 2026 for services rendered in 2025 of $500,000, and (iv) approximately $25,000 in other compensation. (e)Michael Dunlap, who is an employee and Executive Chairman of the Company, does not receive any compensation for Board or committee service. Mr. Dunlap's total compensation as an employee of the Company for the year ended December 31, 2025 was approximately $831,000 which includes a salary of $400,000, a bonus paid in 2026 for services rendered in 2025 of $400,000, and other compensation totaling approximately $31,000.

  10. Compensation Discussion and Analysis

    | Element | Purpose | Characteristics | | Base salary | Competitive cash compensation to retain and attract executive talent. | Fixed cash compensation based upon the scope and complexity of the role, individual experience, performance, and market competitiveness. Reviewed annually and adjusted as warranted. | | Annual performance-based incentive bonuses | Drive the achievement of key short-term business results and recognize individual contributions to these results. | Primary mode to differentiate compensation based on performance. Annual incentives based on a combination of financial metrics and individual goals. Potential cash-equity mix through performance-based incentive program stock election framework. | | Restricted stock awards | Promote long-term focus on shareholder value, serve as an important retention tool, and encourage equity stake in the Company. | Equity-based compensation subject to vesting periods, or other restrictions on sale, generally for three to ten years. | | Health, retirement, and other benefits | Designed to provide competitive health insurance options and income replacement upon retirement, death, or disability. | Benefits for Named Executive Officers are the same as those available to all associates. | | Intrinsic rewards | Non-cash rewards to increase engagement, provide opportunities for individual growth, and subsidize learning initiatives. | Professional training and development, coaching, mentoring, tuition reimbursement, and community activity support. |

  11. Compensation Discussion and Analysis

    •Return on equity (including return on tangible equity), return on assets or net assets, return on capital (including return on total capital or return on invested capital), return on investments, and ratio of equity to total assets; •Student loan servicing and other education finance or service customer measures (including loan servicing volume and service rating levels under contracts with the Department of Education (the "Department")); •Success or progress made in efforts to obtain new contracts with the Department, as well as other loan servicing business; •Cash flow measures (including cash flows from operating activities, cash flow return on investment, assets, equity, or capital, and generation of long-term cash flows (including net cash flows from the Company’s securitized loan portfolios)); •Market share; •Customer satisfaction levels, and employee engagement, productivity, retention, and satisfaction measures; •Operating performance and efficiency targets and ratios, as well as productivity targets and ratios; •Levels of, or increases or decreases in, operating margins, operating expenses, and/or nonoperating expenses; •Business segment, division, or unit profitability and other performance measures (including growth in customer base, revenues, earnings before interest, taxes, depreciation and amortization, and segment profitability, as well as management of operating expense levels); •Acquisitions, dispositions, projects, or other specific events or transactions (including specific events or transactions intended to enhance the long-term strategic positioning of the Company); •Performance of investments; •Regulatory compliance measures; or •Any other criteria as determined by the Committee in its sole discretion. The Incentive Compensation Plan provides that in no event shall the amount paid under the Incentive Compensation Plan to a participant with respect to any calendar year exceed 150% of that participant’s base salary for that year. While the Company strives for overall consistency in executive compensation, the Named Executive Officers' potential incentive bonus amounts can vary by business segment due to differences in roles, business models, and business performance. Incentives are generally positioned to be within a median range of the marketplace based on available broad based data. The Company's 2025 annual performance-based incentive bonuses were paid, at the Named Executive Officers' option, as either 100% cash, 100% stock, or 25%, 50%, or 75% stock with the remaining percentage paid in cash. Those electing stock also received an additional number of shares representing 15% of the amount of their bonus they elected to receive in stock, in order to promote increased and continued share ownership. All shares issued as part of the incentive bonus awards were issued pursuant to the Company's Restricted Stock Plan discussed below, and were fully vested but may not be sold for three years from the date of issuance. Performance of Named Executive Officers for 2025 In 2025, the Committee established performance goals for the Company and its operating segments utilizing certain of the performance measures under the Incentive Compensation Plan referred to above and described in more detail below, and in early 2026 the Committee reviewed the performance of the Executive Officers (including the Named Executive Officers) for 2025 under the terms of the Incentive Compensation Plan in establishing incentive awards for each Executive Officer (including the Named Executive Officers). No specific quantitative/objective performance targets or formulas were set or used in establishing the performance goals. For 2025, the Committee evaluated the performance of the Named Executive Officers against the Incentive Compensation Plan measures described above, taking into account a broad range of Company, strategic, and individual performance factors, including, among others: •Strong financial performance, including solid earnings results for 2025 and meaningful growth in book value per share. •Execution of strategic corporate actions, including a partial redemption of the Company’s ownership interest in ALLO, resulting in the recognition of a significant gain, and the exit from the solar construction business. •Strategic acquisitions, notably entering into an agreement to acquire a Canadian student loan servicing business that added approximately 2.7 million student loan borrowers (which transaction closed on February 2, 2026). •Operational execution, including the successful conversion of a significant private student loan servicing portfolio to the Company’s platform. •Long‑term value creation, reflected in sustaining substantial estimated future cash flows from the Company’s existing loan portfolio and related ownership interests. •Asset diversification and growth, including expansion of non‑FFELP loans and securitized loan residual interests through existing and new strategic partners, as well as originations and purchases through Nelnet Bank. •Technology and innovation initiatives, including investments in artificial intelligence ("AI") and the development of internal programs to support and advance the Company’s AI capabilities. •Continued diversification of revenue streams and asset types. •Customer experience outcomes, as reflected in customer satisfaction levels. •Associate engagement and retention, including achieving an all‑time low in associate turnover. •Individual performance and contributions. Based on the Named Executive Officers’ performance in 2025 and the level of attainment of the 2025 performance goals for the Named Executive Officers, the Committee awarded each of Messrs. Noordhoek, Heimes, Kruger, and Tewes a 2025 annual incentive under the Incentive Compensation Plan of $1,000,000, and awarded Ms. Wenger a 2025 annual incentive under the Incentive Compensation Plan of $500,000, as reflected in the Summary Compensation Table below. Restricted Stock Plan The Company maintains a Restricted Stock Plan to reward performance by associates, including the Named Executive Officers. This plan permits the Committee to reward a recipient with an award of shares of the Company's Class A common stock, which, in the Committee's sole discretion, may have vesting requirements or other restrictions. These awards are designed to recognize and reward associates, and to connect the associates' financial interests directly to the Company's performance, thereby encouraging associates to focus their efforts as owners of the Company. As discussed above, shares issued in payment of annual performance-based incentive bonuses and other equity compensation awards are issued under the Restricted Stock Plan. The Company does not grant stock options, since management and the Committee believe that awards of shares of restricted stock are a better method of encouraging associates, including the Named Executive Officers, to focus on the long-term value of the Company. March 2026 Restricted Stock Awards

  12. Compensation Discussion and Analysis

    Based on various factors the Committee took into consideration with respect to its review of the overall compensation levels for the Named Executive Officers and the objectives of the Company, including among other factors the past performance of these Named Executive Officers and the interests of the Company and its shareholders in continuing to retain and incentivize these Named Executive Officers with stock awards subject to continuing service over a five-year time horizon, on March 10, 2026, the Committee awarded a five-year restricted stock grant to Ms. Wenger of 3,764 shares of Class A common stock and five-year restricted stock grants of 7,527 shares of Class A common stock to each of Messrs. Noordhoek, Heimes, Kruger, and Tewes, under the Restricted Stock Plan. The number of restricted shares granted to Ms. Wenger and to each of Messrs. Noordhoek, Heimes, Kruger, and Tewes was computed as $500,000 and $1,000,000, respectively, divided by the average market closing price for Class A common stock over the five trading day period ended March 5, 2026. These awards are scheduled to vest 20% annually over the following five-year service period. Since these awards were issued in 2026, they are not included in the Summary Compensation Table below. Employee Share Purchase Plan The Company also has an Employee Share Purchase Plan (ESPP) that assists all associates, including the Named Executive Officers, in becoming owners and increasing their ownership of the Company. Under the ESPP, associates may purchase up to $25,000 (per year) of shares of the Company's Class A common stock through payroll deductions, at a discount of 15% to the lower of the average market price of the Company's stock on the first and last trading days of each calendar quarter. Termination or Change-in-Control Compensation Other than with respect to provisions in restricted stock award agreements for grants of restricted stock whereby any unvested shares of restricted stock will become fully vested upon a termination of employment as a result of death, disability, or retirement after reaching the age of 65, which provisions are generally included in all agreements for restricted stock awards granted to associates, the Company does not have any contracts, agreements, plans, or arrangements with the Named Executive Officers that provide for payment in connection with any termination of employment or change-in-control of the Company. Stock Trading Requirements The Company has adopted a policy requiring officers who wish to buy or sell the Company's stock to do so only through Rule 10b5-1 stock trading plans. This requirement is designed to enable officers to diversify a portion of their holdings in an orderly manner as part of their retirement and tax planning or other financial planning activities. The use of Rule 10b5-1 stock trading plans serves to reduce the risk that investors will view routine portfolio diversification stock sales by executive officers as a signal of negative expectations with respect to the future value of the Company's stock. In addition, the use of Rule 10b5-1 stock trading plans reduces the potential for concerns about trading on the basis of material non-public information that could damage the reputation of the Company. Other Compensation In addition to base salaries and annual performance-based incentive compensation, the Company provides the Named Executive Officers with certain other customary benefits, including health, dental, and vision coverage to assist the Company in remaining competitive for superior talent and to encourage executive retention. A critical aspect of the Company's health benefits program is its focus on associate health and wellness. The Company encourages all associates, including the Named Executive Officers, to take a proactive approach to their personal health and well-being. The Company has implemented wellness programs which encourage and reward associates for healthy habits by offering the opportunity to lower their insurance premiums. The Company owns a controlling interest in an aircraft due to the frequent business travel needs of the Named Executive Officers and the limited availability of commercial flights in Lincoln, Nebraska, where the Company's headquarters are located. An entity owned by Michael Dunlap owns the remaining interest in the aircraft. Consistent with guidance issued from the Federal Aviation Administration, the Company can be reimbursed for the pro rata cost of owning, operating, and maintaining the aircraft when used for routine personal travel by certain individuals whose positions with the Company require them to routinely change travel plans within a short time period. Accordingly, the Company allows certain members of executive management to utilize its interest in the aircraft for personal travel when it is not required for business travel. The value of the personal use of the aircraft is computed based on the Company's aggregate incremental costs, which include variable operating costs such as fuel costs, mileage costs, trip-related maintenance and hangar costs, on-board catering, landing/ramp fees, and other miscellaneous variable costs. Any amounts regarding the value of any personal use of the aircraft by a Named Executive Officer are included in the separate table for all other compensation under the Summary Compensation Table below. The Company also offers the Named Executive Officers other perquisites, including indoor parking and use of Company-sponsored suites at local venues for personal use when not occupied for business purposes. Tax Treatment of Compensation The Committee considers and evaluates the impact of applicable tax laws with respect to the Company’s executive compensation policies, plans, and arrangements. For example, Section 162(m) of the Internal Revenue Code generally imposes a $1,000,000 limitation on a public company's income tax deductibility in any tax year with respect to compensation paid to any individual who served as the chief executive officer or the chief financial officer at any time during the taxable year and the three other most highly compensated executive officers of the company (other than the chief executive officer or the chief financial officer) for the taxable year, and once an executive becomes covered by Section 162(m), any compensation paid to him or her in future years (including post-employment) becomes subject to the Section 162(m) limitation on tax deductibility. While the Committee considers tax consequences to the Company as a factor when it makes compensation determinations, the Committee reserves discretion to award compensation to the Named Executive Officers that is not deductible under Section 162(m) as the Committee deems appropriate. Matching Gift Programs The Company offers a matching gift program in which all associates with at least six months of tenure and all members of the Board of Directors are eligible to participate. Under this program, for every dollar ($100 minimum) that an associate or Board member contributes in cash or securities to an eligible charitable organization or educational institution, the Company will make matching donations of additional funds, subject to terms and conditions applicable in an equal manner to all associates and Board members. The total maximum dollar amount payable under the program is $25,000 per associate or Board member per calendar year. In addition, the Company makes matching donations for contributions by associates to a centralized charitable giving and financial resources program for the local community in which the associate resides. Amounts matched by the Company for the Named Executive Officers and Board members per the provisions of these programs are reflected and discussed in the Named Executive Officer summary compensation table below and the director compensation table under "Director Compensation Table for Fiscal Year 2025" above, respectively. Conclusion

  13. Summary Compensation Table for Fiscal Years 2025, 2024, and 2023

    Summary Compensation Table for Fiscal Years 2025, 2024, and 2023 The following table sets forth summary information with respect to the compensation paid and bonuses granted for services rendered by the Company's Chief Executive Officer and Chief Financial Officer, as well as each of the Company's other three most highly compensated executive officers during the year ended December 31, 2025 (collectively, the “Named Executive Officers”). The information presented in the table relates to the fiscal years ended December 31, 2025, 2024, and 2023, except that in accordance with SEC guidance only information relating to the fiscal years ended December 31, 2025 and 2024 is presented for Ms. Wenger, who first became a Named Executive Officer in 2024. Salaries and bonuses are paid at the discretion of the Board of Directors.

  14. Summary Compensation Table for Fiscal Years 2025, 2024, and 2023

    | | | Annual compensation | | | | | | Name and principal position | Year | Salary ($) | Bonus ($) (a) | Stock awards ($) (b) | All other compensation ($) (c) | Total ($) | | Jeffrey R. Noordhoek Chief Executive Officer | 2025 | 906,921 | 1,000,000 | 275,114 | 61,385 | 2,243,420 | | | 2024 | 870,000 | 650,000 | — | 35,613 | 1,555,613 | | | 2023 | 854,501 | 450,000 | 500,013 | 37,642 | 1,842,156 | | Terry J. Heimes Chief Operating Officer | 2025 | 906,921 | 1,112,592 | 275,114 | 73,961 | 2,368,588 | | | 2024 | 870,000 | 650,000 | — | 70,294 | 1,590,294 | | | 2023 | 854,501 | 450,000 | 500,013 | 74,873 | 1,879,387 | | James D. Kruger Chief Financial Officer | 2025 | 906,921 | 1,150,123 | 275,114 | 57,503 | 2,389,661 | | | 2024 | 870,000 | 650,000 | — | 196,059 | 1,716,059 | | | 2023 | 854,501 | 450,000 | 500,013 | 41,962 | 1,846,476 | | Timothy A. Tewes President | 2025 | 906,921 | 1,150,123 | 275,114 | 44,308 | 2,376,466 | | | 2024 | 870,000 | 650,000 | — | 201,387 | 1,721,387 | | | 2023 | 854,501 | 450,000 | 500,013 | 64,712 | 1,869,226 | | DeeAnn K. Wenger President, Nelnet Business Services | 2025 | 500,345 | 537,531 | 500,077 | 57,964 | 1,595,917 | | | 2024 | 468,000 | 500,000 | 100,041 | 60,725 | 1,128,766 |

  15. Summary Compensation Table for Fiscal Years 2025, 2024, and 2023

    (a)Amounts represent bonuses paid in 2026, 2025, and 2024 for services rendered during the 2025, 2024, and 2023 calendar years, respectively. The Company's annual performance-based incentive bonuses were paid, at the executives' option, as either 100% cash, 100% stock, or 25%, 50%, or 75% stock with the remaining percentage paid in cash. Those electing stock for services rendered in 2025 also received an additional number of shares representing 15% of the amount of their bonus they elected to receive in stock, to promote increased and continued share ownership. Stock issued for incentive bonus awards were fully vested, however, the shares issued may not be transferred for three years from the date of issuance. All shares issued as part of the incentive bonus award were issued pursuant to the Company's Restricted Stock Plan. The stock issuances for annual performance bonuses were not made as equity incentive plan awards contemplating future service or performance. (b)In addition to receiving an annual performance-based incentive bonus as described above, the following stock awards were made: •On March 10, 2025, each of Messrs. Noordhoek, Heimes, Kruger, and Tewes were awarded five-year restricted stock grants (subject to vesting conditions) of 2,293 shares of Class A common stock under the Restricted Stock Plan, with the number of restricted shares granted to each of these Named Executive Officers computed as $275,000 divided by the average market closing price for the Class A common stock over the five trading day period ended March 6, 2025, which was $119.98. Additionally, on March 10, 2025, Ms. Wenger was awarded a five-year restricted stock grant (subject to vesting conditions) of 4,168 shares of Class A common stock under the Restricted Stock Plan, with the number of restricted shares granted computed as $500,000 divided by the average price of $119.98 as described above. •On March 8, 2024, Ms. Wenger was awarded a five-year stock grant (subject to vesting conditions) of 1,163 shares of Class A common stock under the Restricted Stock Plan, with the number of restricted shares granted to Ms. Wenger computed as $100,000 divided by the average market closing price for Class A common stock over the five trading day period ended March 5, 2024, which was $86.02. •On March 10, 2023, each of Messrs. Noordhoek, Heimes, Kruger, and Tewes were awarded five-year restricted stock grants (subject to vesting conditions) of 5,473 shares of Class A common stock under the Restricted Stock Plan, with the number of restricted shares granted to each of these Named Executive Officers computed as $500,000 divided by the average market closing price for Class A common stock over the five trading day period ended March 7, 2023, which was $91.36. Amounts represent the grant date fair values of the various restricted stock awards (subject to vesting conditions) computed in accordance with FASB ASC Topic 718. Additional information about the Company's accounting for stock-based compensation under FASB ASC Topic 718 can be found in Note 2 - "Summary of Significant Accounting Policies and Practices - Compensation Expense for Stock Based Awards" and Note 22 - "Stock Based Compensation Plans - Restricted Stock Plan" of the Notes to Consolidated Financial Statements included in the Company's Annual Report on Form 10-K for the year ended December 31, 2025. (c)“All other compensation” for the fiscal year ended December 31, 2025 includes the following:

  16. Summary Compensation Table for Fiscal Years 2025, 2024, and 2023

    | | All other compensation | | | | | | | | | Employer matching contributions under 401(k) Plan ($) | Premiums on life insurance ($) | Matching gift programs ($) (1) | Dividends on restricted stock ($) (2) | Personal use of company aircraft ($) (3) | Other ($) (4) | Total ($) | | Jeffrey R. Noordhoek | 14,000 | 2,322 | 30,460 | 13,478 | — | 1,125 | 61,385 | | Terry J. Heimes | 14,000 | 3,775 | 38,000 | 13,478 | 4,008 | 700 | 73,961 | | James D. Kruger | 13,800 | 3,775 | 23,200 | 13,478 | — | 3,250 | 57,503 | | Timothy A. Tewes | 14,000 | 4,191 | 11,510 | 13,478 | — | 1,129 | 44,308 | | DeeAnn K. Wenger | 14,000 | 2,533 | 30,000 | 8,181 | — | 3,250 | 57,964 |

  17. Summary Compensation Table for Fiscal Years 2025, 2024, and 2023

    (1)See “Compensation Discussion and Analysis - Matching Gift Programs” above for a description of these programs. (2)The Company's cash dividend payments on its Class A and Class B common stock include dividend payments on unvested shares of Class A common stock issued pursuant to the Company's Restricted Stock Plan. Dividends paid to the Named Executive Officers on unvested restricted stock are included in the table above. (3)See "Compensation Discussion and Analysis - Other Compensation" above for a description of this arrangement. (4)Executive officers may receive other perquisites and other personal benefits below the current SEC threshold of $10,000 for reporting. There were no stock option awards, non-equity incentive plan compensation, or pension or nonqualified deferred compensation earnings for any of the Company's Named Executive Officers during 2025, 2024, or 2023.

  18. Grants of Plan-Based Awards Table for Fiscal Year 2025

    Grants of Plan-Based Awards Table for Fiscal Year 2025 The following table sets forth summary information relating to each grant of an award made to the Company's Named Executive Officers in the fiscal year ended December 31, 2025 under the Company's Restricted Stock Plan.

  19. Grants of Plan-Based Awards Table for Fiscal Year 2025

    | Name | Grant date | Approval of grant by Compensation Committee | Number of shares of stock | Grant date fair value of stock awards ($) (c) | | Jeffrey R. Noordhoek | March 10, 2025(a) | February 10, 2025 | 2,293 | 275,114 | | Terry J. Heimes | March 10, 2025(a) | February 10, 2025 | 2,293 | 275,114 | | James D. Kruger | March 10, 2025(a) | February 10, 2025 | 2,293 | 275,114 | | Timothy A. Tewes | March 10, 2025(a) | February 10, 2025 | 2,293 | 275,114 | | DeeAnn K. Wenger | March 10, 2025(b) | February 10, 2025 | 4,168 | 500,077 |

  20. Grants of Plan-Based Awards Table for Fiscal Year 2025

    (a)Amounts represent shares of restricted Class A common stock issued on March 10, 2025 to each of Messrs. Noordhoek, Heimes, Kruger, and Tewes pursuant to the Company's Restricted Stock Plan, of which 459 shares vested on March 10, 2026, 459 shares are scheduled to vest on March 10, 2027 and 2029, and 458 shares are scheduled to vest on March 10, 2028 and 2030. (b)Amount represents shares of restricted Class A common stock issued on March 10, 2025 to Ms. Wenger pursuant to the Company's Restricted Stock Plan, of which 834 shares vested on March 10, 2026, 834 shares are scheduled to vest on March 10, 2027 and 2029, and 833 shares are scheduled to vest on March 10, 2028 and 2030. (c)The Company determined the value of these awards based on the average of the closing market prices for the Company's Class A common stock on February 28, 2025 through March 6, 2025, which was $119.98.

  21. Outstanding Equity Awards at Fiscal Year-End Table (As of December 31, 2025)

    Outstanding Equity Awards at Fiscal Year-End Table (As of December 31, 2025) The following table sets forth summary information relating to the outstanding unvested equity awards for the Company's Named Executive Officers as of December 31, 2025.

  22. Outstanding Equity Awards at Fiscal Year-End Table (As of December 31, 2025)

    | | Stock awards | | | Name | Number of shares of stock that have not vested | Market value of shares of stock that have not vested ($) (c) | | Jeffrey R. Noordhoek | 10,689(a) | 1,421,209 | | Terry J. Heimes | 10,689(a) | 1,421,209 | | James D. Kruger | 10,689(a) | 1,421,209 | | Timothy A. Tewes | 10,689(a) | 1,421,209 | | DeeAnn K. Wenger | 7,426(b) | 987,361 |

  23. Outstanding Equity Awards at Fiscal Year-End Table (As of December 31, 2025)

    (a)Amount represents (i) 2,293 shares of restricted Class A common stock issued to each of Messrs. Noordhoek, Heimes, Kruger, and Tewes on March 10, 2025 pursuant to the Company's Restricted Stock Plan, of which 459 shares vested on March 10, 2026, 459 shares are scheduled to vest on March 10, 2027 and 2029, and 458 shares are scheduled to vest on March 10, 2028 and 2030, (ii) 3,283 shares of restricted Class A common stock issued to each of Messrs. Noordhoek, Heimes, Kruger, and Tewes on March 10, 2023 pursuant to the Company's Restricted Stock Plan, of which 1,094 shares vested on March 10, 2026, 1,095 shares are scheduled to vest on March 10, 2027, and 1,094 shares are scheduled to vest on March 10, 2028, (iii) 2,420 shares of restricted Class A common stock issued to each of Messrs. Noordhoek, Heimes, Kruger, and Tewes on March 10, 2022 pursuant to the Company's Restricted Stock Plan, of which 1,210 shares vested on March 10, 2026 and 1,210 shares are scheduled to vest on March 10, 2027, and (iv) 2,693 shares of restricted Class A common stock issued to each of Messrs. Noordhoek, Heimes, Kruger, and Tewes on March 10, 2021 pursuant to the Company's Restricted Stock Plan, of which 2,693 shares vested on March 10, 2026. (b)Amount represents (i) 4,168 shares of restricted Class A common stock issued to Ms. Wenger on March 10, 2025 pursuant to the Company's Restricted Stock Plan, of which 834 shares vested on March 10, 2026, 834 shares are scheduled to vest on March 10, 2027 and 2029, and 833 shares are scheduled to vest on March 10, 2028 and 2030, (ii) 930 shares of restricted Class A common stock issued to Ms. Wenger on March 8, 2024 pursuant to the Company's Restricted Stock Plan, of which 233 shares vested on March 10, 2026, 232 shares are scheduled to vest on March 10, 2027 and 2029, and 233 shares are scheduled to vest on March 10, 2028, (iii) 1,314 shares of restricted Class A common stock issued to Ms. Wenger on March 10, 2023 pursuant to the Company's Restricted Stock Plan, of which 438 shares vested on March 10, 2026 and 438 shares are scheduled to vest on March 10, 2027 and 2028, (iv) 678 shares of restricted Class A common stock issued to Ms. Wenger on March 10, 2022 pursuant to the Company's Restricted Stock Plan, of which 339 shares vested on March 10, 2026 and 339 shares are scheduled to vest on March 10, 2027, and (v) 336 shares of restricted Class A common stock issued to Ms. Wenger on March 10, 2021 pursuant to the Company's Restricted Stock Plan, of which all 336 shares vested on March 10, 2026. (c)Based on the closing market price of the Company's Class A common stock on December 31, 2025, the last market trading day in the year ended December 31, 2025, of $132.96.

  24. Stock Vested Table for Fiscal Year 2025

    Stock Vested Table for Fiscal Year 2025 The following table sets forth summary information relating to the stock vested for the Company's Named Executive Officers during the fiscal year ended December 31, 2025.

  25. Stock Vested Table for Fiscal Year 2025

    | | Stock awards | | | Name | Number of shares acquired on vesting | Value realized on vesting ($) (c) | | Jeffrey R. Noordhoek | 4,999(a) | 579,184 | | Terry J. Heimes | 4,999(a) | 579,184 | | James D. Kruger | 4,999(a) | 579,184 | | Timothy A. Tewes | 4,999(a) | 579,184 | | DeeAnn K. Wenger | 1,826(b) | 211,560 |

  26. Stock Vested Table for Fiscal Year 2025

    (a)Amount represents shares of restricted Class A common stock issued on March 10, 2021, 2022, and 2023 pursuant to the Company's Restricted Stock Plan. All shares vested on March 10, 2025. (b)Amount represents shares of restricted Class A common stock issued on March 10, 2020, 2021, 2022, and 2023 and March 8, 2024 pursuant to the Company's Restricted Stock Plan. All shares vested on March 10, 2025. (c)The vesting price for the shares of common stock that vested on March 10, 2025 was $115.86 per share, which was the closing market price of the Company's Class A common stock on March 10, 2025, the scheduled vesting date.

  27. Pay Versus Performance

    Pay Versus Performance

  28. Pay Versus Performance

    | Year | Summary compensation table total for CEO ($) | Compensation actually paid to CEO ($)(a) | Average summary compensation table total for non-CEO Named Executive Officers ($)(b) | Average compensation actually paid to non-CEO Named Executive Officers ($)(a)(b) | Value of initial fixed $100 investment based on: | | Net income (in thousands) ($)(e) | Net income, excluding derivative market value adjustments (in thousands) ($)(f) | | | | | | | Total shareholder return ($)(c) | Peer group total shareholder return ($)(c)(d) | | | | 2025 | 2,243,420 | 2,537,979 | 2,182,658 | 2,442,533 | 197.18 | 203.47 | 428,474 | 435,388 | | 2024 | 1,555,613 | 1,805,326 | 1,539,127 | 1,750,752 | 156.89 | 176.89 | 184,045 | 176,351 | | 2023 | 1,842,156 | 1,791,032 | 1,636,444 | 1,596,230 | 128.18 | 135.49 | 89,826 | 121,573 | | 2022 | 2,224,882 | 2,161,604 | 1,984,696 | 1,937,237 | 130.32 | 120.81 | 406,899 | 231,262 | | 2021 | 2,732,315 | 3,047,713 | 2,302,547 | 2,539,095 | 138.69 | 135.04 | 393,286 | 322,748 |

  29. Pay Versus Performance

    (a)The following adjustments were made to calculate the compensation actually paid from the compensation included in the summary compensation table for the CEO and non-CEO Named Executive Officers.

  30. Pay Versus Performance

    | Year | Summary compensation table total for CEO ($) | Less: Issuance date fair value of restricted stock awards issued in respective year ($) | Plus: Year-end fair value of restricted stock awards issued during respective year and unvested at respective year-end ($) | Plus: Change in fair value of restricted stock awards from the end of the prior year of any awards granted in prior years that are outstanding and unvested at respective year-end ($) | Plus: Change in fair value of restricted stock awards as of the vesting date from the end of the prior year of restricted shares issued in prior years and vested during respective year ($) | Compensation actually paid to CEO ($) | | 2025 | 2,243,420 | (275,114) | 304,877 | 219,555 | 45,241 | 2,537,979 | | 2024 | 1,555,613 | — | — | 249,013 | 700 | 1,805,326 | | 2023 | 1,842,156 | (500,013) | 482,828 | (32,690) | (1,249) | 1,791,032 | | 2022 | 2,224,882 | (500,016) | 549,219 | (74,657) | (37,824) | 2,161,604 | | 2021 | 2,732,315 | (1,000,059) | 1,315,457 | — | — | 3,047,713 |

  31. Pay Versus Performance

    | Year | Average summary compensation table total for non-CEO Named Executive Officers ($) | Less: Issuance date fair value of restricted stock awards issued in respective year ($) | Plus: Year-end fair value of restricted stock awards issued during respective year and unvested at respective year-end ($) | Plus: Change in fair value of restricted stock awards from the end of the prior year of any awards granted in prior years that are outstanding and unvested at respective year-end ($) | Plus: Change in fair value of restricted stock awards as of the vesting date from the end of the prior year of restricted shares issued in prior years and vested during respective year ($) | Average compensation actually paid to non-CEO Named Executive Officers ($) | | 2025 | 2,182,658 | (331,355) | 367,202 | 185,966 | 38,062 | 2,442,533 | | 2024 | 1,539,127 | (25,010) | 31,055 | 204,983 | 597 | 1,750,752 | | 2023 | 1,636,444 | (375,010) | 362,121 | (26,448) | (877) | 1,596,230 | | 2022 | 1,984,696 | (375,012) | 411,914 | (55,993) | (28,368) | 1,937,237 | | 2021 | 2,302,547 | (750,044) | 986,592 | — | — | 2,539,095 |

  32. Pay Versus Performance

    (b)The Company's non-CEO Named Executive Officers for 2025 and 2024 were Mr. Heimes, Mr. Kruger, Mr. Tewes, and Ms. Wenger. The Company's non-CEO Named Executive Officers for 2023 were Mr. Heimes, Mr. Kruger, Mr. Tewes, and Mr. Matthew Dunlap. For 2022 and 2021, the Company's non-CEO Named Executive Officers were Mr. Michael Dunlap, Mr. Heimes, Mr. Kruger, and Mr. Tewes. (c)Total shareholder return assumes a $100 investment on December 31, 2020 in each of the Company's Class A common stock and in the Company's selected peer group, and that all dividends, if applicable, were reinvested. The shareholder return represents past performance and should not be considered an indication of future performance. (d)The S&P 500 Financials index, which is comprised of approximately 75 companies included in the S&P 500 that are classified as members of the Global Industry Classification Standard financials sector, was selected as the Company's peer group. (e)The dollar amounts reported represent the amount of net income reflected in our audited financial statements of the applicable fiscal year. The net income amounts for 2023 and 2022 have been updated to reflect the correction of immaterial errors we identified during fiscal 2024, as discussed in the Company's 2024 Annual Report on Form 10-K filed with the SEC on February 27, 2025. (f)Net income, excluding derivative market value adjustments, is a non-GAAP financial measure, and there is no comprehensive, authoritative guidance for the presentation of this measure. For information on how this measure is calculated from the Company’s financial statements, reconciliation to the most directly comparable financial measure for the respective years presented in this table under GAAP, and other information about this measure, please refer to Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations - Overview - GAAP Net Income and Non-GAAP Net Income, Excluding Adjustments on page 34 of the Company’s 2025 Annual Report on Form 10-K filed with the SEC on February 26, 2026 (for 2025 and 2024), page 40 of the Company's 2024 Annual Report on Form 10-K filed with the SEC on February 27, 2025 (for 2023), and page 39 of the Company's 2022 Annual Report on Form 10-K filed with the SEC on February 28, 2023 (for 2022 and 2021). Net income, excluding derivative market value adjustments, presented for 2022 and 2021 has not been restated for the effects of immaterial corrections to the financial statements referred to in footnote (e) above. The relationship between the compensation actually paid to the CEO and the average compensation actually paid to the non-CEO Named Executive Officers and the cumulative total shareholder return ("TSR") of the Company and the Peer Group (the S&P 500 Financials index) for 2025, 2024, 2023, 2022, and 2021 is represented by the graph below: The relationship between the compensation actually paid to the CEO and the average compensation actually paid to the non-CEO Named Executive Officers and the Company's net income for 2025, 2024, 2023, 2022, and 2021 is represented by the graph below: The relationship between the compensation actually paid to the CEO and the average compensation actually paid to the non-CEO Named Executive Officers and the Company's net income, excluding derivative market value adjustments, for 2025, 2024, 2023, 2022, and 2021 is represented by the graph below: Most important financial performance measures linked to Executive Compensation: •Net income, excluding derivative market value adjustments •Annual growth in Nelnet, Inc. per share book value (with dividends included)

  33. Potential Payments Upon Termination or Change-in-Control

    Potential Payments Upon Termination or Change-in-Control Other than with respect to provisions in restricted stock award agreements for certain grants of restricted stock to the Named Executive Officers whereby any unvested shares of restricted stock will become fully vested upon a termination of employment as a result of death, disability, or retirement after reaching the age of 65, which provisions are generally included in all agreements for restricted stock awards granted to employees, the Company does not have any contracts, agreements, plans, or arrangements with the Named Executive Officers that provide for payment in connection with any termination of employment or change-in-control of the Company. The summary information related to the outstanding shares of unvested restricted stock including the market value of such unvested shares as of December 31, 2025 can be found in the table above under "Outstanding Equity Awards at Fiscal Year-End Table (As of December 31, 2025)."

  34. Pay Ratio Disclosure

    Pay Ratio Disclosure As required by Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(u) of the SEC’s Regulation S-K, the Company is providing the following information about the relationship of the annual total compensation of the employees of the Company and its consolidated subsidiaries and the annual total compensation of Jeffrey R. Noordhoek, the Company’s CEO. For 2025, the Company’s last completed fiscal year: •the median of the annual total compensation of all employees of the Company and its consolidated subsidiaries (other than the CEO) was $62,738; and •the annual total compensation of the CEO, as disclosed above in the "Summary Compensation Table for Fiscal Years 2025, 2024, and 2023," was $2,243,420. Based on this information, for 2025 the ratio of the annual total compensation of the CEO to the median of the annual total compensation of all employees was 36 to 1. This ratio is a reasonable estimate calculated in a manner consistent with Item 402(u) of the SEC’s Regulation S-K. Given the different methodologies that various public companies may use to compute estimates of their pay ratios, the Company’s estimated pay ratio may not be comparable with the estimated pay ratios of other public companies. For purposes of the pay ratio disclosure, SEC rules permit registrants to identify the median employee once every three years, so long as there have not been significant changes in the registrant's employee population or employee compensation arrangements that the registrant reasonably believes would result in a significant change in the pay ratio disclosure. The Company most recently identified its median employee in 2024. The Company identified no significant changes to its employee population or employee compensation arrangements in 2025 compared to 2024, and as such, used the same median employee identified in 2024 for the 2025 pay ratio calculation. To determine the annual total compensation of the median employee and the CEO in 2025, the methodology and the material assumptions, adjustments, and estimates that the Company used were as follows: 1.Using the median employee identified as described above, the Company combined all of the elements of such employee’s compensation for 2025 in accordance with the requirements of Item 402(c)(x) of the SEC’s Regulation S-K, resulting in annual total compensation of $62,738. 2.With respect to the annual total compensation of the CEO, the Company used the amount disclosed in the “Total” column of the 2025 row for Mr. Noordhoek in the "Summary Compensation Table for Fiscal Years 2025, 2024, and 2023" included in this Proxy Statement.

  35. Policies and Procedures for Transactions with Related Parties

    •Ms. Butterfield - Ms. Butterfield is a significant shareholder of the Company, and is also a co-trustee of the Stephen F. Butterfield GST Non-Exempt Marital Trust (the "Butterfield GST Non-Exempt Marital Trust"), which is also a significant shareholder of the Company. As of February 27, 2026, Ms. Butterfield and the Butterfield GST Non-Exempt Marital Trust beneficially owned 7.5% and 4.9%, respectively, of the Company's outstanding common stock.