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Stock Repurchases
−Removed: The following table summarizes the repurchases of Class A common stock during the third quarter of 2021 by the Company or any “affiliated purchaser” of the Company, as defined in Rule 10b-18(a)(3) under the Securities Exchange Act of 1934.
+Added: The following table summarizes the repurchases of Class A common stock during the first quarter of 2022 by the Company or any “affiliated purchaser” of the Company, as defined in Rule 10b-18(a)(3) under the Securities Exchange Act of 1934.
+Added: Certain share repurchases included in the table below were made pursuant to a trading plan adopted by the Company in accordance with Rule 10b5-1 under the Securities Exchange Act of 1934.
Period Total number of shares purchased (a) Average price paid per share Total number of shares purchased as part of publicly announced plans or programs (b) Maximum number of shares that may yet be purchased under the plans or programs (b)
−Removed: July 1 - July 31, 2021 — $ — — 3,246,732
−Removed: August 1 - August 31, 2021 337,717 73.46 337,717 2,909,015
−Removed: September 1 - September 30, 2021 3,377 80.04 — 2,909,015
+Added: January 1 - January 31, 2022 142,619 $ 90.39 142,619 2,429,061
+Added: February 1 - February 28, 2022 12,952 87.24 12,952 2,416,109
+Added: March 1 - March 31, 2022 224,482 84.09 193,250 2,222,859
Total 380,053 $ 86.56 348,821
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and (ii) shares owned and tendered by employees to satisfy tax withholding obligations upon the vesting of restricted shares.
−Removed: Shares purchased pursuant to the applicable stock repurchase program discussed in footnote (b) below during August consisted of a total of 337,717 shares of Class A common stock purchased from a certain significant shareholder in a privately negotiated transaction on August 10, 2021.
−Removed: Shares of Class A common stock tendered by employees to satisfy tax withholding obligations included 3,377 shares in September 2021.
+Added: Shares of Class A common stock tendered by employees to satisfy tax withholding obligations included 31,232 shares in March 2022.
Unless otherwise indicated, shares owned and tendered by employees to satisfy tax withholding obligations were purchased at the closing price of the Company's shares on the date of vesting.
−Removed: (b) On May 8, 2019, the Company announced that its Board of Directors authorized a stock repurchase program to repurchase up to a total of five million shares of the Company's Class A common stock during the three-year period ending May 7, 2022.
+Added: (b) On May 8, 2019, the Company announced that its Board of Directors authorized a stock repurchase program to repurchase up to a total of five million shares of the Company's Class A common stock during the three-year period ended May 7, 2022.
+Added: On May 9, 2022, the Company announced that its Board of Directors authorized a new stock repurchase program to repurchase up to a total of five million shares of the Company's Class A common stock during the three-year period ending May 8, 2025.
+Added: The five million shares authorized under the new program include the remaining unpurchased shares from the prior program, which the new program replaces.
+Added: As of March 31, 2022, 2,222,859 shares remained authorized for repurchase under the Company's prior program.
Working capital and dividend restrictions/limitations
The Company's $495.0 million unsecured line of credit, which is available through September 22, 2026, imposes restrictions on the payment of dividends through covenants requiring a minimum consolidated net worth and a minimum level of unencumbered cash, cash equivalent investments, and available borrowing capacity under the line of credit.
−Removed: In addition, trust indentures and other financing agreements governing debt issued by the Company's lending subsidiaries generally have limitations on the amounts of funds that can be transferred to the Company by its subsidiaries through cash dividends at certain times.
+Added: In addition, trust indentures and other financing agreements governing debt issued by the Company's lending subsidiaries generally have limitations on the amounts of funds that can be transferred to the Company by its subsidiaries through cash dividends at certain
Further, Nelnet Bank is subject to laws and regulations that restrict the ability of Nelnet Bank to pay dividends to the Company, and authorize regulatory authorities to prohibit or limit the payment of dividends by Nelnet Bank to the Company.
These provisions do not currently materially limit the Company's ability to pay dividends, and, based on the Company's current financial condition and recent results of operations, the Company does not currently anticipate that these provisions will materially limit the future payment of dividends.
−Removed: 10.1# Third Amended and Restated Credit Agreement dated as of September 22 , 2021, among Nelnet, Inc., U.S.
−Removed: Bank National Association, as Administrative Agent;
−Removed: Wells Fargo Bank, National Association, as Syndication Agent, Royal Bank of Canada, as Documentation Agent, U.S.
−Removed: Bank National Association and Wells Fargo Securities, LLC, as Joint Lead Arrangers and Joint Book Runners;
−Removed: and various lender parties thereto, filed as Exhibit 10.1 to the registrant's Current Report on Form 8-K filed on September 22 , 2021 and incorporated herein by reference.
−Removed: 10.2 Third Amended and Restated Guaranty dated as of September 22, 2021, by each of the subsidiaries of Nelnet, Inc.
−Removed: signatories thereto, in favor of U.S.
−Removed: Bank National Association, as Administrative Agent, filed as Exhibit 10.2 to the registrant's Current Report on Form 8-K filed on September 22, 2021 and incorporated herein by reference.
−Removed: 10.3 Form of Modification of Contract entered into on September 24, 2021 for Student Loan Servicing Contract between the United States Department of Education and Nelnet Servicing, LLC, filed as Exhibit 10.1 to the registrant's Current Report on Form 8-K filed on September 27, 2021 and incorporated herein by reference.
−Removed: 10.4 Form of Modification of Contract entered into on September 24, 2021 for Student Loan Servicing Contract between the United States Department of Education and Great Lakes Educational Loan Services, Inc., filed as Exhibit 10.2 to the registrant's Current Report on Form 8-K filed on September 27, 2021 and incorporated herein by reference.
31.1* Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 of Chief Executive Officer Jeffrey R.
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** Furnished herewith
−Removed: # Certain schedules to this exhibit have been omitted pursuant to Item 601(a)(5) of Regulation S-K
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 thereunto duly authorized.
−Removed: November 8, 2021 By:
+Added: May 9, 2022 By:
/s/ JEFFREY R.
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Principal Executive Officer
−Removed: November 8, 2021 By:
+Added: May 9, 2022 By:
Chief Financial Officer
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Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.