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
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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._______)
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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)
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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 STATEMENT | 1 |
|---|---|
| General Information | 1 |
| VOTING | 2 |
| PROPOSAL 1 - ELECTION OF DIRECTORS | 5 |
| Class III Director Nominees to Hold Office for a Term Expiring at the 2029 Annual Meeting of Shareholders | 6 |
| Class I Directors Continuing in Office for a Term Expiring at the 2027 Annual Meeting of Shareholders | 7 |
| Class II Directors Continuing in Office for a Term Expiring at the 2028 Annual Meeting of Shareholders | 9 |
| CORPORATE GOVERNANCE | 9 |
| Code of Business Conduct and Ethics for Directors, Officers, and Employees | 9 |
| Board Composition and Director Independence | 9 |
| Family Relationships | 10 |
| Governance Guidelines of the Board | 10 |
| Shareholder Communications with the Board | 10 |
| The Board's Role in Risk Oversight | 10 |
| Board Leadership Structure | 11 |
| Board Committees | 11 |
| Meetings of the Board | 13 |
| Attendance at Annual Meetings of Shareholders | 13 |
| Director Compensation Overview | 14 |
| Director Compensation Elements | 14 |
| Other Compensation | 14 |
| Director Compensation Table for Fiscal Year 2025 | 15 |
| Share Ownership Guidelines for Board Members | 15 |
| EXECUTIVE OFFICERS | 16 |
| EXECUTIVE COMPENSATION | 17 |
| Compensation Discussion and Analysis | 17 |
| People Development and Compensation Committee Report | 24 |
| Summary Compensation Table for Fiscal Years 2025, 2024, and 2023 | 25 |
| Grants of Plan-Based Awards Table for Fiscal Year 2025 | 26 |
| Outstanding Equity Awards at Fiscal Year-End Table (As of December 31, 2025) | 27 |
| Stock Vested Table for Fiscal Year 2025 | 27 |
| Pay Versus Performance | 28 |
| Stock Option, Stock Appreciation Right, Long-Term Incentive, and Defined Benefit Plans | 31 |
| Potential Payments Upon Termination or Change-in-Control | 31 |
| Pay Ratio Disclosure | 31 |
| SECURITY OWNERSHIP OF DIRECTORS, EXECUTIVE OFFICERS, AND PRINCIPAL SHAREHOLDERS | 32 |
| Stock Ownership | 32 |
| CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS | 42 |
| AUDIT COMMITTEE REPORT | 47 |
| PROPOSAL 2 - RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM | 49 |
| Independent Accountant Fees and Services | 49 |
| PROPOSAL 3 - APPROVAL OF AMENDMENTS TO THE DIRECTORS STOCK COMPENSATION PLAN | 50 |
| PROPOSAL 4 - ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION | 55 |
| OTHER SHAREHOLDER MATTERS | 56 |
| Householding | 56 |
| Other Business | 56 |
| Shareholder Proposals for 2027 Annual Meeting | 56 |
| MISCELLANEOUS | 57 |
| DIRECTORS STOCK COMPENSATION PLAN | A-1 |
121 South 13 th Street
Suite 100
Lincoln, Nebraska 68508
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