Form 4: Nelnet Director Rath Granted Phantom Stock

Nelnet Director Kimberly Kay Rath received a grant of 1,535 phantom stock units, increasing her beneficial ownership to 65,229 derivative securities.

Summary

• Kimberly Kay Rath, a Director at Nelnet, Inc. (NNI), was granted 1,535 shares of phantom stock on June 15, 2026.
• The phantom stock is convertible on a 1-for-1 basis into Nelnet Class A Common Stock.
• This grant was made pursuant to the issuer's Directors Stock Compensation Plan.
• The phantom stock will become payable in Class A Common Stock promptly after the termination of Rath's service as a director.
• Payment can be a lump sum or up to five annual installments, as elected by Rath.
• Following this transaction, Rath beneficially owns a total of 65,229 derivative securities (phantom stock).
• This total includes 636 shares acquired since June 18, 2025, through the dividend reinvestment feature of the Directors Stock Compensation Plan.
• The underlying Class A Common Stock was valued at $110.76 per share at the time of the grant.

Sentiment

Score: 6

Explanation: StockSavvy.ai views this as a moderately positive event, reflecting standard director compensation practices that align management incentives with shareholder interests, without indicating any significant operational or financial shifts.

Positives

• The grant of phantom stock aligns the director's interests with long-term shareholder value.
• The Directors Stock Compensation Plan encourages director retention and commitment to the company's performance.

Risks

• The Power of Attorney document explicitly states that neither the Company nor the Attorney-in-Fact assumes any liability for the undersigned's responsibility to comply with Section 13 or Section 16 of the Exchange Act or Rule 144.
• The Power of Attorney also clarifies that it does not relieve the undersigned from responsibility for compliance with their obligations under Section 13 or Section 16 of the Exchange Act, including reporting requirements and potential disgorgement of profits under Section 16(b).

Future Outlook

The phantom stock will become payable in Class A Common Stock promptly after the termination of Kimberly Kay Rath's service as a director, with payment options including a lump sum or up to five annual installments, as elected by the reporting person.

Industry Context

StockSavvy.ai notes that director compensation often includes equity components like phantom stock to align leadership incentives with long-term company performance, a common practice across various industries to foster commitment and shareholder value creation.

Corporate Governance

Related Party Transactions

• The grant of 1,535 shares of phantom stock to Kimberly Kay Rath, a director of Nelnet, Inc., under the issuer's Directors Stock Compensation Plan, constitutes a related party transaction as it involves compensation to a board member.

Stakeholder Impact

• Shareholders: The grant of phantom stock aligns the director's interests with shareholders, potentially fostering long-term value creation and strategic decision-making.
• Directors: Provides compensation and incentive for continued service and performance, contributing to board stability and experience.

Next Steps

• Payment of phantom stock in Class A Common Stock upon termination of Kimberly Kay Rath's service as a director, as per her election for lump sum or installments.

Key Dates

Keywords

Nelnet, NNI, Kimberly Kay Rath, Director Compensation, Phantom Stock, SEC Form 4, Insider Transaction, Stock Grant, Corporate Governance