Kruger James D 4
4 · NELNET INC · Filed Mar 12, 2026
Research Summary
AI-generated summary of this filing
Nelnet (NNI) CFO James Kruger Receives Awards; 5,310 Shares Withheld
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.
Insider Transaction Report
Form 4
NELNET INCNNI
Kruger James D
Chief Financial Officer
Transactions
- Tax Payment
Class A Common Stock
[F1][F2][F3]2026-03-10$131.23/sh−795$104,328→ 57,710 total - Tax Payment
Class A Common Stock
[F1][F2][F3]2026-03-10$131.23/sh−356$46,718→ 57,354 total - Tax Payment
Class A Common Stock
[F1][F2][F3]2026-03-10$131.23/sh−322$42,256→ 57,032 total - Tax Payment
Class A Common Stock
[F1][F2][F3]2026-03-10$131.23/sh−135$17,716→ 56,897 total - Award
Class A Common Stock
[F4][F3]2026-03-10+7,527→ 64,424 total - Award
Class A Common Stock
[F5][F3]2026-03-10+8,656→ 73,080 total - Tax Payment
Class A Common Stock
[F6][F7]2026-03-10$132.87/sh−3,702$491,885→ 69,378 total
Holdings
- 6,800(indirect: By GRAT)
Class A Common Stock
[F8] - 6,800(indirect: By GRAT)
Class A Common Stock
[F9] - 5,000(indirect: By Trust)
Class A Common Stock
[F10] - 10,000(indirect: By Trust)
Class A Common Stock
[F11] - 10,000(indirect: By Trust)
Class A Common Stock
[F12] - 45,192(indirect: By Trust)
Class A Common Stock
[F13] - 45,000(indirect: By Trust)
Class A Common Stock
[F14] - 8,200(indirect: By Spouse)
Class A Common Stock
[F15]
Footnotes (15)
- [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 an adult 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 adult 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 an adult 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.
- [F13]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.
- [F14]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.
- [F15]Includes 2,210 shares distributed to the reporting person's spouse by a GRAT as discussed in footnote (9) above.
- [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, 2025.
- [F3]Includes 4,538 shares issued pursuant to the issuer's Employee Share Purchase Plan. Also includes (i) 1,000 shares held jointly with spouse and (ii) 2,210 shares distributed to the reporting person by a grantor retained annuity trust ("GRAT") 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 8,656 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 GRAT established by the reporting person on September 1, 2021, which reflect an annuity distribution from the trust to the reporting person of 2,210 shares on September 2, 2025. 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.
- [F9]Shares held by a GRAT established by the reporting person's spouse on September 1, 2021, which reflect an annuity distribution from the trust to the reporting person's spouse of 2,210 shares on September 2, 2025. 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.
Signature
/s/ Philip J. Morgan, Attorney-in-Fact for James D. Kruger|2026-03-12