Form 8-K NELNET INC For: May 14

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May 18, 2026 4:20 PM EDT

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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)

May 14, 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 5.07 Submission of Matters to a Vote of Security Holders.

Nelnet, Inc. (the "Company") held its 2026 annual meeting of shareholders on May 14, 2026. At the meeting, the following proposals were submitted to a vote of our shareholders, with the voting results indicated below:

Proposal 1: Election of Directors. Our shareholders elected the following three Class III directors to hold office until the 2029 annual meeting of shareholders and until their successors have been duly elected or appointed.


	For	Against	Abstain	Broker Non-Votes
Kathleen A. Farrell	119,552,837	4,143,228	6,492	1,665,285
David S. Graff	123,079,587	615,710	7,260	1,665,285
Thomas E. Henning	123,276,581	418,684	7,292	1,665,285

Proposal 2: Ratification of the appointment of KPMG LLP. Our shareholders ratified the appointment of KPMG LLP as our independent registered public accounting firm for the year ending December 31, 2026.


For	Against	Abstain	Broker Non-Votes
125,269,425	79,209	19,208	—

Proposal 3: Approval of amendments to the Directors Stock Compensation Plan. Our shareholders approved amendments to the Directors Stock Compensation Plan to allow directors of Nelnet Bank Inc. and it successors to participate in the plan.


For	Against	Abstain	Broker Non-Votes
123,605,335	67,904	29,318	1,665,285

Proposal 4: Advisory vote on executive compensation. Our shareholders approved, by an advisory vote, the compensation of our named executive officers as disclosed in the proxy statement for the annual meeting.


For	Against	Abstain	Broker Non-Votes
123,485,112	184,566	32,879	1,665,285

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits. The following exhibits are filed as part of this report:


Exhibit No.						Description

10.1						Nelnet, Inc. Directors Stock Compensation Plan, as amended through May 14, 2026.

104						Cover Page Interactive Data File (formatted as Inline XBRL and included as Exhibit 101).

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: May 18, 2026 By: /s/ JAMES D. KRUGER

Name: James D. Kruger

Title: Chief Financial Officer

ATTACHMENTS / EXHIBITS

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