Form 4: Nelnet Director Adam K. Peterson Reports Acquisition of Phantom Stock and Increased Beneficial Ownership

Nelnet Inc. Director Adam K. Peterson reported the acquisition of 1,884 phantom stock units and an updated beneficial ownership of 1,678,448 shares, including indirect holdings through Magnolia Capital Fund, LP.

Summary

• Adam K. Peterson, a Director of Nelnet Inc. (NNI), reported the acquisition of 1,884 shares of phantom stock on June 16, 2025.
• These phantom stock units were granted under Nelnet's Directors Stock Compensation Plan and are convertible 1-for-1 into Class A Common Stock.
• The phantom stock will become payable in Class A Common Stock promptly after Mr. Peterson's termination of service as a director, either as a lump sum or in up to five annual installments, as elected by him.
• The reported price of the derivative security (phantom stock) was $95.58 per unit.
• Following this transaction, Mr. Peterson's total beneficial ownership, including direct and indirect holdings, stands at 1,678,448 shares.
• This total includes 1,668,976 shares directly owned by Magnolia Capital Fund, LP, where The Magnolia Group, LLC (TMG) is the general partner and investment manager, and Mr. Peterson is the managing member of TMG.
• Mr. Peterson directly holds 9,472 shares of phantom stock for his own account.
• The reported beneficial ownership also includes shares acquired through dividend reinvestment on September 13, 2024 (19 shares), December 16, 2024 (20 shares), March 14, 2025 (19 shares), and June 16, 2025 (19 shares), all under the Directors Stock Compensation Plan.

Sentiment

Score: 7

Explanation: The filing indicates a routine compensation event for a director, involving the grant of phantom stock and dividend reinvestment, which generally aligns director interests with shareholders and suggests stability in compensation practices. There are no negative implications.

Positives

• Director Adam K. Peterson received additional phantom stock as part of the company's Directors Stock Compensation Plan, aligning his interests with shareholders.
• The increase in beneficial ownership, including through dividend reinvestment, indicates continued confidence and long-term commitment from a key director.

Future Outlook

NA

Management Comments

• TMG and Mr. Peterson disclaim beneficial ownership except to the extent of their respective pecuniary interests therein of shares except the 9,472 shares Mr. Peterson directly owns, and this report shall not be deemed an admission of beneficial ownership of these securities for Section 16 or for any other purposes.

Industry Context

This Form 4 filing details an individual director's compensation and ownership changes, which is specific to Nelnet Inc. and does not directly reflect broader industry trends or competitive dynamics.

Related Party Transactions

• The transaction involves Adam K. Peterson, a director of Nelnet Inc., and entities he controls (Magnolia Capital Fund, LP and The Magnolia Group, LLC), which are considered related parties due to their significant beneficial ownership and Mr. Peterson's role.

Stakeholder Impact

• Shareholders: The grant of phantom stock and dividend reinvestment for a director aligns management's interests with shareholders, potentially fostering long-term value creation.

Next Steps

• Phantom stock units will become payable in Class A Common Stock promptly after the termination of Adam K. Peterson's service as a member of the issuer's Board of Directors.
• Payment can be a lump sum or up to five annual installments, as elected by Mr. Peterson.

Key Dates

Recommendation

Keywords

Nelnet Inc., NNI, SEC Form 4, Insider Trading, Beneficial Ownership, Phantom Stock, Director Compensation, Stock Compensation Plan, Adam K. Peterson, Magnolia Capital Fund, Magnolia Group, Dividend Reinvestment