NOORDHOEK JEFFREY R 4

What Happened

• Jeffrey R. Noordhoek, CEO of Nelnet, received a grant of 7,527 shares (no cash paid) on March 10, 2026. To satisfy tax withholding from the vesting, 2,422 shares were withheld/disposed at an assigned per‑share value of $131.23, producing proceeds of about $317,840. The award was issued at $0 cost to the reporting person (restricted/ESPP shares).

Key Details

• Transaction date: March 10, 2026; filing date: March 12, 2026 (timely Form 4).
• Withheld/disposed shares: 1,195 @ $131.23 = $156,820; 537 @ $131.23 = $70,471; 486 @ $131.23 = $63,778; 204 @ $131.23 = $26,771 — total 2,422 shares, $317,840.
• Award/acquired shares: 7,527 shares granted at $0.00 (reported acquisition).
• Per‑share value used for tax withholding: $131.23 (based on March 10 closing price).
• Shares owned after the transaction: not specified in this filing.
• Notable footnotes: shares were tax‑withheld by the issuer under Rule 16b‑3(d); the grant includes 5,148 shares from the Employee Share Purchase Plan and additional restricted shares that vest one‑fifth annually on March 10 over five years. Some shares are held in related trusts (see F5/F6) with standard beneficial‑ownership disclaimers.

Context

• This filing reflects a routine tax‑withholding event tied to a share award (not an open‑market sale). The withheld shares served to satisfy tax obligations from the vesting of previously granted shares (a common "cashless" tax withholding), so the disposals do not necessarily signal a voluntary sale decision by the insider.