X0306 4 2019-03-15 0001258602 NELNET INC NNI 0001269813 NOORDHOEK JEFFREY R 121 SOUTH 13TH STREET SUITE 100 LINCOLN NE 68508 1 Chief Executive Officer Class A Common Stock 2019-03-15 4 A 0 18882 0 A 82132 D Class A Common Stock 2019-03-15 4 F 0 5613 54.52 D 76519 D Class A Common Stock 294582 I By Trust Class A Common Stock 126462 I By Trust Class A Common Stock 15650 I By Trust These shares were issued to the reporting person pursuant to the issuer's Restricted Stock Plan, as the annual personal performance-based incentive bonus compensation for 2018 paid in stock, which the reporting person became entitled to receive on March 15, 2019. Includes 5,019 shares issued pursuant to the issuer's Employee Share Purchase Plan, which number of shares reflects the acquisition of a total of 27 shares under the issuer's Employee Share Purchase Plan since March 13, 2018. Also includes 1,043 shares distributed to the reporting person by The Noordhoek Charitable Remainder Unitrust I on December 31, 2018 as discussed in footnote (7) below. These shares were tax-withheld by the issuer to satisfy the reporting person's tax obligation resulting from the March 15, 2019 award by the issuer of 18,882 shares of bonus compensation stock. Per share value assigned by the issuer to the tax withholding shares under the tax withholding arrangement, and based on the average market closing price of the shares for February 28, 2019 through March 6, 2019. Shares held by The Jeffrey R. Noordhoek Amended And Restated Revocable Trust, dated August 9, 2016, which is a revocable trust with respect to which the reporting person is the trustee and settlor, and the reporting person, his spouse and children are beneficiaries. Shares held by the Jeffrey Noordhoek Post Annuity Irrevocable Trust dated August 29, 2003, of which the reporting person's spouse and children are initial beneficiaries. The reporting person continues to report beneficial ownership of all the shares held by the trust, but disclaims beneficial ownership of the shares held by the trust except to the extent of his pecuniary interest therein. Shares held by The Noordhoek Charitable Remainder Unitrust I (of which the reporting person is the sole noncharitable beneficiary), which reflect a distribution and transfer from the trust to the reporting person of 1,043 shares on December 31, 2018. The reporting person continues to report beneficial ownership of all the shares held by the trust, but disclaims beneficial ownership of the shares held by the trust except to the extent of his pecuniary interest therein. /s/ Audra Hoffschneider, Attorney-in-Fact for Jeffrey R. Noordhoek 2019-03-19