Kruger James D 4

What Happened

• James D. Kruger, Chief Financial Officer of Nelnet, received two equity awards on March 10, 2026 totaling 16,183 shares (7,527 and 8,656 shares). At the same time, 5,310 shares were surrendered/withheld by the issuer to satisfy tax obligations arising from vesting/award events. The withheld shares were reported as dispositions (F) at per-share values of $131.23 and $132.87, totaling approximately $702,903.

Key Details

• Transaction date: March 10, 2026; Form 4 filed March 12, 2026 (timely).
• Awards (code A): 7,527 shares and 8,656 shares granted at $0.00 per share (compensation/vesting).
• Tax withholding (code F): 795, 356, 322, 135 and 3,702 shares withheld/disposed at $131.23 (first four) and $132.87 (last) to cover tax liabilities; total disposed = 5,310 shares / ~$702,903.
• Shares owned after transaction: not specified in the provided filing excerpt.
• Notable footnotes: withholding was done by the issuer to satisfy tax obligations (F1, F6); restricted shares vest over five years with annual vesting on March 10 (F4); 8,656 shares were a 2025 performance-based bonus paid in stock (F5). Several footnotes (F8–F15) note shares held in various trusts for family members and revocable trusts, with standard disclaimers of beneficial ownership except for pecuniary interest.

Context

• These transactions are routine equity compensation-related actions: Kruger received restricted/bonus stock awards and the company withheld a portion of shares to cover required taxes (a cashless-withholding mechanism). Such withholdings are common and do not necessarily signal a personal decision to sell shares on the open market.