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Stock Repurchases
−Removed: The following table summarizes the repurchases of Class A common stock during the third 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.
−Removed: 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.
+Added: The following table summarizes the repurchases of Class A common stock during the first quarter of 2023 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.
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, 2022 76,211 $ 85.79 76,211 4,607,626
−Removed: August 1 - August 31, 2022 23,058 85.74 23,058 4,584,568
−Removed: September 1 - September 30, 2022 70,591 81.84 66,632 4,517,936
+Added: January 1 - January 31, 2023 — $ — — 4,467,021
+Added: February 1 - February 28, 2023 — — — 4,467,021
+Added: March 1 - March 31, 2023 36,513 90.43 — 4,467,021
Total 36,513 $ 90.43 —
−Removed: (a) The total number of shares includes:
−Removed: (i) shares repurchased pursuant to the stock repurchase program discussed in footnote (b) below;
−Removed: and (ii) shares owned and tendered by employees to satisfy tax withholding obligations upon the vesting of restricted shares.
−Removed: Shares of Class A common stock tendered by employees to satisfy tax withholding obligations included 3,959 shares in September 2022.
+Added: (a) The total number of shares includes shares owned and tendered by employees to satisfy tax withholding obligations upon the vesting of restricted shares.
+Added: Shares of Class A common stock tendered by employees to satisfy tax withholding obligations included 36,513 shares in March 2023.
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.
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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
+Added: limitations on the amounts of funds that can be transferred to the Company by its subsidiaries through cash dividends at certain times.
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.
+Added: 10.1 Form of Modification of Contract dated effective as of April 1, 2023 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 March 30, 2023 and incorporated herein by reference.
+Added: 10.2 Form of Modification of Contract dated effective as of April 1, 2023 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 March 30, 2023 and incorporated herein by reference.
+Added: 10.3# Student Loan Servicing Contract between the United States Department of Education and Nelnet Diversified Solutions, LLC, filed as Exhibit 10.1 to the registrant's Current Report on Form 8-K filed on April 25, 2023 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
+Added: # Certain portions of this exhibit have been omitted pursuant to Item 601(b)(10)(iv) 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 7, 2022 By:
+Added: May 8, 2023 By:
/s/ JEFFREY R.
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Principal Executive Officer
−Removed: November 7, 2022 By:
+Added: May 8, 2023 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.