HEIMES TERRY J 4
4 · NELNET INC · Filed Mar 12, 2026
Research Summary
AI-generated summary of this filing
Nelnet (NNI) COO Terry Heimes Receives Awards; Tax‑Withheld Shares
What Happened
Terry J. Heimes, Chief Operating Officer of Nelnet, was awarded 14,019 shares on March 10, 2026 (7,527 and 6,492-share awards). To satisfy tax obligations from the vesting/award, the issuer withheld and disposed of 5,274 shares (multiple tranches): 791, 356, 322, 135 and 3,670 shares. The withheld shares were valued by the issuer at the prices shown in the filing, resulting in total withholding proceeds of approximately $698,126. The awards were granted/vested under the company’s restricted stock and bonus plans.
Key Details
- Transaction date: March 10, 2026; Form 4 filed March 12, 2026 (timely filing).
- Awards (Acquired, code A): 7,527 shares @ $0.00 (restricted award) and 6,492 shares @ $0.00 (bonus award). Total acquired = 14,019 shares.
- Tax-withheld disposals (code F): 791 @ $131.23 = $103,803; 356 @ $131.23 = $46,718; 322 @ $131.23 = $42,256; 135 @ $131.23 = $17,716; 3,670 @ $132.87 = $487,633. Total disposed ≈ $698,126.
- Reason for disposals: shares were withheld by the issuer to satisfy the reporting person’s tax obligations arising from vesting/award (per-footnotes). These are tax-withholdings, not open-market sales by the insider.
- Vesting/award notes: restricted shares vest over five years (one-fifth annually on March 10 per footnote); one award was an annual performance-based bonus paid in stock. Valuation for withheld shares was assigned by the issuer (market close or average closing-price methods per footnotes).
- Trust/ownership notes: several footnotes indicate shares held in revocable trusts and trusts for family members; the reporting person disclaims beneficial ownership of trust-held shares except to the extent of pecuniary interest.
- Shares owned after transaction: not specified in the provided filing excerpt.
- Exhibit: Exhibit 24 — Power of Attorney included.
Context
This filing records stock awards granted/vested and routine tax-withholding by the company. Tax-withholding disposals (code F) are common when restricted stock or bonus shares vest and do not necessarily reflect a deliberate market sale by the insider. For retail investors, awards (acquisitions) show management compensation/ownership alignment, while withheld shares simply cover taxes and are not a directional bet.
Insider Transaction Report
Form 4
NELNET INCNNI
HEIMES TERRY J
Chief Operating Officer
Transactions
- Tax Payment
Class A Common Stock
[F1][F2][F3]2026-03-10$131.23/sh−791$103,803→ 18,387 total - Tax Payment
Class A Common Stock
[F1][F2]2026-03-10$131.23/sh−356$46,718→ 18,031 total - Tax Payment
Class A Common Stock
[F1][F2]2026-03-10$131.23/sh−322$42,256→ 17,709 total - Tax Payment
Class A Common Stock
[F1][F2]2026-03-10$131.23/sh−135$17,716→ 17,574 total - Award
Class A Common Stock
[F4]2026-03-10+7,527→ 25,101 total - Award
Class A Common Stock
[F5]2026-03-10+6,492→ 31,593 total - Tax Payment
Class A Common Stock
[F6][F7]2026-03-10$132.87/sh−3,670$487,633→ 27,923 total
Holdings
- 139,373(indirect: By Trust)
Class A Common Stock
[F8] - 5,247(indirect: By Spouse)
Class A Common Stock
- 50,000(indirect: By Trust)
Class A Common Stock
[F9] - 7,420(indirect: By Trust)
Class A Common Stock
[F10] - 7,420(indirect: By Trust)
Class A Common Stock
[F11] - 7,420(indirect: By Trust)
Class A Common Stock
[F12] - 7,420(indirect: By Trust)
Class A Common Stock
[F13]
Footnotes (13)
- [F1]These shares were tax-withheld by the issuer to satisfy the reporting person's tax obligation resulting from the vesting of a previously reported grant of shares pursuant to Rule 16b-3(d).
- [F10]Shares held by a trust for the benefit of a son of the reporting person. The reporting person continues to report beneficial ownership of all the shares held by the trust, but disclaims beneficial ownership of the shares held by the trust except to the extent of his pecuniary interest therein.
- [F11]Shares held by a trust for the benefit of another son of the reporting person. The reporting person continues to report beneficial ownership of all the shares held by the trust, but disclaims beneficial ownership of the shares held by the trust except to the extent of his pecuniary interest therein.
- [F12]Shares held by a trust for the benefit of another son of the reporting person. The reporting person continues to report beneficial ownership of all the shares held by the trust, but disclaims beneficial ownership of the shares held by the trust except to the extent of his pecuniary interest therein.
- [F13]Shares held by a trust for the benefit of the daughter of the reporting person. The reporting person continues to report beneficial ownership of all the shares held by the trust, but disclaims beneficial ownership of the shares held by the trust except to the extent of his pecuniary interest therein.
- [F2]Per share value assigned by the issuer to the tax withholding shares under the tax withholding arrangement, and based on the market closing price of the shares on March 10, 2026.
- [F3]The number of shares reflects shares contributed to a revocable trust as discussed in footnote (8) below.
- [F4]These restricted shares were awarded to the reporting person pursuant to the issuer's Restricted Stock Plan. The shares vest equally over a five-year period, with one-fifth of the amount vesting annually on March 10 of each year.
- [F5]These shares were issued to the reporting person pursuant to the issuer's Restricted Stock Plan, as the annual personal performance-based incentive bonus compensation for 2025 paid in stock, which the reporting person became entitled to receive on March 10, 2026.
- [F6]Shares that were tax-withheld by the issuer to satisfy the reporting person's tax obligation resulting from the March 10, 2026 award by the issuer of 6,492 shares of bonus compensation stock.
- [F7]Per share value assigned by the issuer to the tax withholding shares under the tax withholding arrangement, and based on the average market closing price of the shares for February 27, 2026 through March 5, 2026.
- [F8]Shares held by a revocable trust established by the reporting person, of which trust the reporting person is the sole trustee and sole lifetime beneficiary. On March 31, 2025, the reporting person contributed a total of 2,637 shares to the revocable trust.
- [F9]Shares held by a revocable trust established by the reporting person's spouse, of which trust the reporting person's spouse is the sole trustee and sole lifetime beneficiary.
Signature
/s/ Philip J. Morgan, Attorney-in-Fact for Terry J. Heimes|2026-03-12