UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported)

~~January~~February 292, 2026

NELNET, INC.

(Exact name of registrant as specified in its charter)

Nebraska

001-31924

84-0748903

(State or other jurisdiction of incorporation)

(Commission File Number)

(I.R.S. Employer Identification No.)


121 South 13th Street, Suite 100
Lincoln,	Nebraska	68508
(Address of principal executive offices)		(Zip Code)

Registrant's telephone number, including area code (402) 458-2370

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act

(17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act

(17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol	Name of each exchange on which registered
Class A Common Stock, Par Value $0.01 per Share	NNI	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 78.01 ~~Regulation~~Other ~~FD Disclosure~~Events.

On ~~January 29~~February 2, 2026, Nelnet ~~Bank~~, Inc. (the ~~wholly-owned~~“Company”), ~~bank~~along ~~subsidiary~~with of Nelnet Canada, Inc. ("Nelnet Canada"), ~~filed~~a ~~its~~wholly ~~Consolidated~~owned ~~Reports~~subsidiary of ~~Condition~~the ~~and~~Company, ~~Income~~completed ~~for~~its apreviously ~~Bank~~announced ~~with~~acquisition ~~Domestic~~of ~~Offices~~Finastra ~~Only~~Holdings ~~and~~Limited's ~~Total~~Canadian ~~Assets~~student ~~Less~~loan ~~than~~servicing $5business ~~Billion - FFIEC 051,~~ for ~~the~~total ~~quarter~~consideration ~~ended~~of ~~December~~CAD ~~31,~~$130.5 ~~2025~~million (~~the~~approximately ~~"Call~~USD ~~Report"~~$95 million), ~~with~~in ~~the~~cash, ~~Federal~~subject ~~Deposit~~to ~~Insurance~~customary ~~Corporation~~adjustments, ~~("FDIC").~~pursuant ~~The~~to ~~publicly available portions of~~ the ~~Call~~definitive ~~Report~~and ~~may~~binding bepurchase ~~found~~agreement ondated ~~the~~October ~~FDIC's~~22, ~~website~~2025, atby ~~https://cdr.ffiec.gov/Public/.~~and ~~The~~between ~~contents~~Nelnet ofCanada ~~the~~and ~~FDIC’s~~DH ~~website~~Corporation, ~~are~~a ~~not~~wholly ~~incorporated~~owned bysubsidiary ~~reference~~of ~~into,~~Finastra ~~and~~Holdings ~~are~~Limited ~~not~~(the ~~otherwise~~"Acquisition ~~a part of, this report~~Agreement").

The ~~above~~entry ~~information~~into ~~shall not be deemed filed for purposes of Section 18 of~~ the ~~Securities~~Acquisition ~~Exchange~~Agreement ~~Act~~was ofpreviously ~~1934~~disclosed ~~(the “Exchange Act”), nor shall such information be deemed incorporated by reference~~ in ~~any~~the ~~filing~~Company’s ~~under~~Current ~~the~~Report ~~Securities~~on ~~Act~~Form of8‑K ~~1933~~filed oron ~~the~~October ~~Exchange Act~~23, ~~except as shall be expressly set forth by specific reference in such a filing~~2025.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

NELNET, INC.

Date: ~~January~~February 302, 2026 By: /s/ JAMES D. KRUGER

Name: James D. Kruger

Title: Chief Financial Officer

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