Form 4: Nelnet Director Kimberly Rath Reports Acquisition of Phantom Stock

Nelnet Director Kimberly Kay Rath has reported the acquisition of 1,779 shares of phantom stock at a price of $95.58 per share, increasing her beneficial ownership to 63,058 shares.

Summary

• Kimberly Kay Rath, a Director of Nelnet Inc. (NNI), acquired 1,779 shares of phantom stock on June 16, 2025.
• The phantom stock was granted pursuant to the issuer's Directors Stock Compensation Plan.
• The acquisition price for the phantom stock was $95.58 per share.
• Following this transaction, Kimberly Kay Rath beneficially owns a total of 63,058 shares of phantom stock.
• The phantom stock is convertible on a 1-for-1 basis into Class A Common Stock.
• These shares will become payable in Class A Common Stock promptly after the termination of Ms. Rath's service on the Board of Directors, either in a lump sum or up to five annual installments as elected by her.
• The reported beneficial ownership includes an additional 610 shares acquired since June 18, 2024, through the dividend reinvestment feature of the Directors Stock Compensation Plan.

Sentiment

Score: 7

Explanation: The acquisition of phantom stock by a director is generally viewed positively as it aligns the director's financial interests with the long-term performance of the company, signaling confidence.

Positives

• The acquisition of phantom stock by a director indicates continued alignment of management interests with shareholder interests.
• The grant is part of a structured compensation plan, suggesting a stable and predictable approach to director remuneration.

Risks

• Phantom stock does not represent immediate ownership of actual shares, and its value is tied to the underlying Class A Common Stock, exposing the holder to market fluctuations.
• The payout of phantom stock is contingent upon the termination of the director's service, meaning the actual shares are not immediately liquid or transferable.

Future Outlook

The acquired phantom stock will become payable in shares of Class A Common Stock promptly after the termination of Kimberly Kay Rath's service as a member of Nelnet's Board of Directors, either as a lump sum or in up to five annual installments, as elected by her.

Industry Context

This filing is a routine insider transaction report related to director compensation, which is a standard practice across publicly traded companies to align director incentives with company performance and shareholder value. It does not provide broader industry trends or competitive insights.

Corporate Governance

Related Party Transactions

• The acquisition of phantom stock by Kimberly Kay Rath, a Director of Nelnet Inc., from the company itself constitutes a related party transaction as it involves a key management personnel and the issuer.

Stakeholder Impact

• Shareholders: The acquisition of phantom stock by a director can be seen as a positive signal, indicating confidence in the company's future and aligning the director's interests with shareholder value creation.
• Employees: No direct impact mentioned.

Next Steps

• Payout of phantom stock in Class A Common Stock upon termination of the reporting person's service on the Board of Directors, either in a lump sum or up to five annual installments.

Key Dates

Keywords

Nelnet, NNI, SEC Form 4, Insider Transaction, Phantom Stock, Director Compensation, Equity Grant, Beneficial Ownership