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NELNET INC

For the period ended May 14, 2026. Filed Apr 2, 2026.

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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.

May 14, 2026 · Filed Apr 2, 2026

NNI$130.53+2.8%Stored close · as of Nov 6, 2026
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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

(Amendment No._______)

Filed by the Registrant [X]

Filed by a Party other than the Registrant [ ]

Check the appropriate box:

[ ] Preliminary Proxy Statement

[ ] Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

[X] Definitive Proxy Statement

[ ] Definitive Additional Materials

[ ] Soliciting Material under §240.14a-12

(Name of Registrant as Specified in its Charter)

(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

[X] No fee required

[ ] Fee paid previously with preliminary materials

[ ] Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

121 SOUTH 13TH STREET, SUITE 100 LINCOLN, NE 68508

www.nelnetinc.com

April 2, 2026

Dear Shareholder:

On behalf of the Board of Directors, we are pleased to invite you to Nelnet, Inc.'s Annual Shareholders' Meeting to be held on Thursday, May 14, 2026 at 8:30 a.m. Central Time at the Nelnet Center Fountain Suites Event Studio, 121 South 13th Street, Lincoln, Nebraska. The notice of the meeting and proxy statement on the following pages contain information about the meeting.

Your participation in the Annual Meeting is important. We hope that you will be able to attend the meeting and encourage you to read our annual report and proxy statement. At the meeting, members of the Company's management team will discuss the Company's results of operations and business plans and will be available to answer your questions. Consistent with the prior Annual Meetings, we are offering a hybrid virtual meeting format whereby shareholders may attend, participate in, and vote at the Annual Meeting online athttp://www.virtualshareholdermeeting.com/NNI2026. Regardless of whether you plan to attend, we urge you to vote your proxy at your earliest convenience.

Thank you for your support of Nelnet, Inc.

Sincerely,

Michael S. Dunlap

Executive Chairman of the Board of Directors

121 South 13 th Street, Suite 100, Lincoln, Nebraska 68508

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

April 2, 2026

DATE

Thursday, May 14, 2026

TIME

8:30 a.m., Central Time

PLACE

Nelnet Center

Fountain Suites Event Studio

121 South 13th Street

Lincoln, Nebraska 68508

In addition to shareholders attending in person, we are offering a hybrid virtual meeting format whereby shareholders may attend, participate in, and vote at the meeting online athttp://www.virtualshareholdermeeting.com/NNI2026.

ITEMS OF BUSINESS

(1)To elect three Class III directors nominated by the Board of Directors to serve for three-year terms until the 2029 Annual Meeting of Shareholders

(2)To ratify the appointment of KPMG LLP as the Company's independent registered public accounting firm for 2026

(3)To approve amendments to the Directors Stock Compensation Plan

(4)To conduct an advisory vote to approve the Company's executive compensation

(5)To transact such other business as may be properly introduced

RECORD DATE

You can vote if you were a shareholder as of the close of business on March 23, 2026.

OTHER INFORMATION

The Letter to Shareholders from the Chief Executive Officer and our 2025 Annual Report on Form 10-K, which are not part of the proxy soliciting materials, are enclosed.

PROXY VOTING

The Board of Directors solicits your proxy and asks you to vote your proxy at your earliest convenience to be sure your vote is received and counted. Instructions on how to vote are contained in our proxy statement and in the Notice of Internet Availability of Proxy Materials. Whether or not you plan to attend the meeting, we ask you to vote over the Internet as described in those materials as promptly as possible in order to make sure that your shares will be voted in accordance with your wishes at the meeting. Alternatively, if you requested a copy of the proxy/voting instruction card by mail, you may mark, sign, date, and return the proxy/voting instruction card in the envelope provided. The Board of Directors encourages you to attend the meeting virtually or in person. If you attend the meeting virtually or in person, you may vote by proxy or you may revoke your proxy and cast your vote virtually or in person, respectively. We recommend you vote by proxy even if you plan to attend the meeting.

By Order of the Board of Directors,

William J. Munn

Corporate Secretary

2026 PROXY STATEMENT

TABLE OF CONTENTS

PROXY STATEMENT1
General Information1
VOTING2
PROPOSAL 1 - ELECTION OF DIRECTORS5
Class III Director Nominees to Hold Office for a Term Expiring at the 2029 Annual Meeting of Shareholders6
Class I Directors Continuing in Office for a Term Expiring at the 2027 Annual Meeting of Shareholders7
Class II Directors Continuing in Office for a Term Expiring at the 2028 Annual Meeting of Shareholders9
CORPORATE GOVERNANCE9
Code of Business Conduct and Ethics for Directors, Officers, and Employees9
Board Composition and Director Independence9
Family Relationships10
Governance Guidelines of the Board10
Shareholder Communications with the Board10
The Board's Role in Risk Oversight10
Board Leadership Structure11
Board Committees11
Meetings of the Board13
Attendance at Annual Meetings of Shareholders13
Director Compensation Overview14
Director Compensation Elements14
Other Compensation14
Director Compensation Table for Fiscal Year 202515
Share Ownership Guidelines for Board Members15
EXECUTIVE OFFICERS16
EXECUTIVE COMPENSATION17
Compensation Discussion and Analysis17
People Development and Compensation Committee Report24
Summary Compensation Table for Fiscal Years 2025, 2024, and 202325
Grants of Plan-Based Awards Table for Fiscal Year 202526
Outstanding Equity Awards at Fiscal Year-End Table (As of December 31, 2025)27
Stock Vested Table for Fiscal Year 202527
Pay Versus Performance28
Stock Option, Stock Appreciation Right, Long-Term Incentive, and Defined Benefit Plans31
Potential Payments Upon Termination or Change-in-Control31
Pay Ratio Disclosure31
SECURITY OWNERSHIP OF DIRECTORS, EXECUTIVE OFFICERS, AND PRINCIPAL SHAREHOLDERS32
Stock Ownership32
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS42
AUDIT COMMITTEE REPORT47
PROPOSAL 2 - RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM49
Independent Accountant Fees and Services49
PROPOSAL 3 - APPROVAL OF AMENDMENTS TO THE DIRECTORS STOCK COMPENSATION PLAN50
PROPOSAL 4 - ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION55
OTHER SHAREHOLDER MATTERS56
Householding56
Other Business56
Shareholder Proposals for 2027 Annual Meeting56
MISCELLANEOUS57
DIRECTORS STOCK COMPENSATION PLANA-1

121 South 13 th Street

Suite 100

Lincoln, Nebraska 68508

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The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.