NELNET INCNNI

NELNET INC Stock Compensation Disclosure

10-KFiled Feb 26, 20263 min read
Stock Based Compensation Plans
Restricted Stock Plan
The following table summarizes restricted stock activity:
Year ended December 31,
202520242023
Number of RSUsWeighted- Average Grant-Date Fair ValueNumber of RSUsWeighted- Average Grant-Date Fair ValueNumber of RSUsWeighted- Average Grant-Date Fair Value
Non-vested shares at beginning of year690,065 $82.77 786,762 $77.52 752,622 $70.84 
Granted179,325 120.10146,045 98.69 239,041 91.50 
Vested(165,464)78.66(168,187)72.99 (156,569)66.81 
Canceled(64,318)91.06(74,555)80.55 (48,332)77.40 
Non-vested shares at end of year639,608 93.47690,065 82.77 786,762 77.52 
As of December 31, 2025, there was $30.9 million of unrecognized compensation cost included in equity on the consolidated balance sheet related to restricted stock, which is expected to be recognized as compensation expense in future periods as shown in the table below.
2026$11,261 
20277,135 
20284,621 
20293,056 
20301,991 
2031 and thereafter2,869 
$30,933 
For the years ended December 31, 2025, 2024, and 2023, the Company recognized compensation expense of $12.9 million, $11.7 million, and $16.2 million, respectively, related to shares issued under the restricted stock plan, which is included in "salaries and benefits" on the consolidated statements of income.
Employee Share Purchase Plan
The Company has an employee share purchase plan pursuant to which employees are entitled to purchase Class A common stock from payroll deductions at a 15% discount from market value up to a maximum purchase price of $25,000. During the years ended December 31, 2025, 2024, and 2023, the Company recognized compensation expense of $0.1 million, $0.2 million, and $0.1 million, respectively, in connection with issuing 22,287 shares, 26,884 shares, and 26,585 shares, respectively, under this plan, which is included in "salaries and benefits" on the consolidated statements of income.
Directors Compensation Plan
The Company has a compensation plan for directors pursuant to which directors can elect to receive their annual retainer fees in the form of cash or Class A common stock. If a director elects to receive Class A common stock, the number of shares of Class A common stock that are awarded is equal to the amount of the annual retainer fee otherwise payable in cash divided by 85% of the fair market value of a share of Class A common stock on the date the fee is payable. Directors who choose to receive Class A common stock may also elect to defer receipt of the Class A common stock until termination of their service on the board of directors. The following table presents the number of shares awarded under this plan for the years ended December 31, 2025, 2024, and 2023:
Shares issued -
not deferred		Shares issued-
deferred		Total
Year ended December 31, 20256,018 8,800 14,818 
Year ended December 31, 20246,919 10,023 16,942 
Year ended December 31, 20236,782 10,022 16,804 
As of December 31, 2025, a cumulative amount of 173,774 shares have been deferred by directors and will be issued upon the termination of their service on the board of directors. These shares are included in the Company's weighted-average shares outstanding calculation.
For the years ended December 31, 2025, 2024, and 2023, the Company recognized $1.6 million, $1.6 million, and $1.7 million, respectively, of expense related to this plan (which includes fees paid in both cash and stock), which is included in "other expenses" on the consolidated statements of income.

Historical Timeline

Fiscal YearFiled
2025Feb 26, 2026Showing above
2024Feb 27, 2025
2023Feb 27, 2024
2022Feb 28, 2023
2021Feb 28, 2022

About Stock Compensation Disclosures

Stock-based compensation disclosures detail the equity awards granted to employees and executives — including stock options, restricted stock units (RSUs), and performance shares — along with the valuation methods and assumptions used to expense them. This section reveals the true cost of talent retention and the alignment between management incentives and shareholder interests.

Key signals: total unrecognized compensation expense and its expected recognition period signal future earnings headwinds from already-granted awards. For stock options, examine Black-Scholes assumptions — expected volatility, risk-free rate, and expected term — as understating any of these reduces reported compensation expense. Compare stock compensation expense as a percentage of revenue against peers to assess dilution cost. Watch vesting schedules for acceleration clauses tied to change-of-control events. Performance-based awards with undemanding targets may indicate weak governance. Add back stock compensation to operating cash flow to calculate a more conservative free cash flow figure.

Other Available Disclosures

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