Form 4: Nelnet CEO's Stock Transactions: Tax Withholding & Restricted Grant

Nelnet CEO Jeffrey R. Noordhoek reported routine tax-related share disposals and a new restricted stock award on March 10, 2026.

Summary

• Jeffrey R. Noordhoek, Chief Executive Officer of Nelnet Inc. (NNI), reported changes in his beneficial ownership of Class A Common Stock.
• On March 10, 2026, a total of 2,422 shares were disposed of through tax withholding by the issuer to satisfy tax obligations from the vesting of previously granted shares.
• The per share value assigned for these tax withholdings was $131.23, based on the market closing price on March 10, 2026.
• On the same date, 7,527 restricted shares were awarded to Mr. Noordhoek pursuant to the issuer's Restricted Stock Plan.
• These restricted shares were awarded at a price of $0 and will vest equally over a five-year period, with one-fifth vesting annually on March 10 of each year.
• Following these transactions, Mr. Noordhoek directly beneficially owns 109,583 shares of Class A Common Stock, which includes 5,148 shares from the Employee Share Purchase Plan.
• Indirect beneficial ownership includes 311,008 shares held by The Jeffrey R. Noordhoek Amended and Restated Revocable Trust and 126,462 shares held by the Jeffrey Noordhoek Post Annuity Irrevocable Trust.

Sentiment

Score: 7

Explanation: StockSavvy.ai views this as a neutral to slightly positive event, reflecting standard executive compensation practices and continued alignment through new restricted stock grants, offset by routine tax-related disposals.

Positives

• The award of 7,527 restricted shares at a $0 price indicates a new long-term incentive for the CEO, aligning his interests with shareholder value over the next five years.
• The vesting schedule of the restricted shares over five years promotes executive retention and sustained performance.

Negatives

• The disposal of 2,422 shares was due to tax withholding, which is a routine event for equity compensation but represents a reduction in direct holdings.

Future Outlook

The newly awarded restricted shares will vest equally over a five-year period, with one-fifth vesting annually on March 10 of each year, indicating a long-term incentive structure for the CEO.

Industry Context

StockSavvy.ai notes that insider transactions, particularly restricted stock awards and tax-related disposals, are common components of executive compensation packages across various industries. These actions reflect standard practices designed to align executive interests with long-term shareholder value and manage tax obligations arising from equity grants.

Comparison to Industry Standards

• StockSavvy.ai observes that the grant of restricted stock vesting over five years is a standard long-term incentive mechanism, comparable to practices at companies like Sallie Mae (SLM) or Discover Financial Services (DFS) in the financial services sector, aiming to retain key executives and incentivize sustained performance.
• The tax-withholding transaction is a routine and expected event when equity compensation vests, consistent with practices seen at most publicly traded companies offering similar compensation structures.

Related Party Transactions

• 311,008 shares are indirectly held by The Jeffrey R. Noordhoek Amended and Restated Revocable Trust, dated August 9, 2016, where the reporting person is trustee, settlor, and a beneficiary.
• 126,462 shares are indirectly held by the Jeffrey Noordhoek Post Annuity Irrevocable Trust, dated August 29, 2003, where the reporting person's spouse and children are initial beneficiaries, and the reporting person disclaims beneficial ownership except for pecuniary interest.

Stakeholder Impact

• Shareholders: The new restricted stock award aligns the CEO's long-term financial interests with the company's performance, potentially benefiting shareholders through sustained strategic focus.
• Employees: The filing reflects standard executive compensation practices, which can influence overall compensation strategies within the company.

Next Steps

• One-fifth of the newly awarded restricted shares will vest annually on March 10 for the next five years.

Key Dates

Recommendation

This Form 4 details routine insider transactions related to executive compensation (tax withholding and a restricted stock grant) and does not provide new fundamental information to warrant a change in investment recommendation. It confirms the CEO's continued equity stake and alignment with shareholder interests, which is generally a positive but not a catalyst for a strong buy or sell.

Keywords

Nelnet, NNI, Form 4, insider transaction, CEO, Jeffrey R. Noordhoek, restricted stock, tax withholding, beneficial ownership, executive compensation