Item 9A. Controls and Procedures
ITEM 9A. CONTROLS AND PROCEDURES
Disclosure Controls and Procedures
The Company’s management, with the participation of the Company's principal executive and principal financial officers, evaluated the effectiveness of the Company's disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934) as of December 31, 2025. Based on this evaluation, the Company’s principal executive and principal financial officers concluded that the Company's disclosure controls and procedures were effective as of December 31, 2025.
Changes in Internal Control over Financial Reporting
There were no changes in the Company's internal control over financial reporting during the fiscal quarter ended December 31, 2025 that have materially affected, or are reasonably likely to materially affect, the Company's internal control over financial reporting.
Management's Report on Internal Control over Financial Reporting
Management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rule 13a-15(f) under the Securities Exchange Act of 1934) for the Company. The Company's internal control system is designed to provide reasonable assurance to the Company's management and board of directors regarding the reliability of financial reporting and the preparation and fair presentation of published financial statements in accordance with U.S. generally accepted accounting principles.
Management assessed the effectiveness of the Company's internal control over financial reporting as of December 31, 2025 based on the criteria for effective internal control described in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on this assessment, management believes that, as of December 31, 2025, the Company's internal control over financial reporting is effective.
The effectiveness of the Company's internal control over financial reporting as of December 31, 2025 has been audited by KPMG LLP, the Company's independent registered public accounting firm, as stated in their report included herein.
Inherent Limitations on Effectiveness of Internal Controls
The Company's management, including the chief executive and chief financial officers, understands that the disclosure controls and procedures and internal control over financial reporting are subject to certain limitations, including the exercise of judgment in designing, implementing, and evaluating the controls and procedures, the assumptions used in identifying the likelihood of future events, and the inability to eliminate misconduct completely. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Report of Independent Registered Public Accounting Firm
To the Shareholders and Board of Directors
Nelnet, Inc.:
Opinion on Internal Control Over Financial Reporting
We have audited Nelnet, Inc. and subsidiaries' (the Company) internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 2025 and 2024, the related consolidated statements of income, comprehensive income, shareholders’ equity, and cash flows for each of the years in the three-year period
68
ended December 31, 2025, and the related notes (collectively, the consolidated financial statements), and our report dated February 26, 2026 expressed an unqualified opinion on those consolidated financial statements.
Basis for Opinion
The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management's Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audit also included performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
Definition and Limitations of Internal Control Over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
/s/ KPMG LLP
Lincoln, Nebraska
February 26, 2026
ITEM 9B. OTHER INFORMATION
During the fourth quarter of 2025, no information was required to be disclosed in a report on Form 8-K, but not reported.
Rule 10b5-1 Trading Plans
During the fourth quarter of 2025, none of the Company's officers or directors adopted or terminated any contract, instruction, or written plan for the purchase or sale of the Company's securities that was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c), referred to as Rule 10b5-1 trading plans, or any non-Rule 10b5-1 trading arrangement.
ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS
Not applicable.
PART III
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE
The information required by this Item will be included in the Company’s definitive Proxy Statement to be filed on Schedule 14A with the SEC, no later than 120 days after the end of the Company's fiscal year, relating to the Company's 2026 Annual Meeting of Shareholders scheduled to be held on May 14, 2026 (the “Proxy Statement”), and is incorporated herein by reference.
69
ITEM 11. EXECUTIVE COMPENSATION
The information required by this Item will be included in the Proxy Statement and is incorporated herein by reference.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
The following table summarizes information about compensation plans under which equity securities are authorized for issuance:
Equity Compensation Plan Information
As of December 31, 2025
Plan category Number of shares to be issued upon exercise of outstanding options, warrants, and rights (a) Weighted-average exercise price of outstanding options, warrants, and rights (b) Number of shares remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) (c)
Equity compensation plans approved by shareholders
— — 1,054,003 (1)
Equity compensation plans not approved by shareholders
— — —
Total — — 1,054,003
(1) Includes 608,055, 178,979, and 266,969 shares of Class A Common Stock remaining available for future issuance under the Nelnet, Inc. Restricted Stock Plan, Nelnet, Inc. Directors Stock Compensation Plan, and Nelnet, Inc. Employee Share Purchase Plan, respectively.
The remaining information required by this Item will be included in the Proxy Statement and is incorporated herein by reference.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
The information required by this Item will be included in the Proxy Statement and is incorporated herein by reference.
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
The information required by this Item will be included in the Proxy Statement and is incorporated herein by reference.
PART IV
ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
(a) 1. Consolidated Financial Statements
The following consolidated financial statements of Nelnet, Inc. and its subsidiaries and the Report of Independent Registered Public Accounting Firm thereon are included in Item 8 above:
Page
Report of Independent Registered Public Accounting Firm
F- 2
Consolidated Balance Sheets as of December 31, 2025 and 2024
F- 4
Consolidated Statements of Income for the years ended December 31, 2025, 2024, and 2023
F- 5
Consolidated Statements of Comprehensive Income for the years ended December 31, 2025, 2024, and 2023
F- 6
Consolidated Statements of Shareholders' Equity for the years ended December 31, 2025, 2024, and 2023
F- 7
Consolidated Statements of Cash Flows for the years ended December 31, 2025, 2024, and 2023
F- 8
Notes to Consolidated Financial Statements
F- 10
2 . Financial Statement Schedules
All schedules are omitted because they are not applicable or the required information is shown in the consolidated financial statements or notes thereto.
70
3. Exhibits
The exhibits listed in the accompanying index to exhibits are filed, furnished, or incorporated by reference as part of this report.
(b) Exhibits
Exhibit Index
Exhibit No. Description
3.1 Composite Third Amended and Restated Articles of Incorporation of Nelnet, Inc., as amended through August 8, 2022, filed as Exhibit 3.2 to the registrant's Quarterly Report on Form 10-Q for the quarter ended June 30, 2022 and incorporated herein by reference.
3.2 Ninth Amended and Restated Bylaws of Nelnet, Inc., as amended as of May 24, 2018, filed as Exhibit 3.2 to the registrant's Current Report on Form 8-K filed on May 24, 2018 and incorporated herein by reference.
4.1 Description of Securities Registered Under Section 12 of the Securities Exchange Act of 1934, filed as Exhibit 4.1 to the registrant's Annual Report on Form 10-K for the year ended December 31, 2022 and incorporated herein by reference.
4.2 Form of Class A Common Stock Certificate of Nelnet, Inc., filed on November 24, 2003 as Exhibit 4.1 to the registrant’s Registration Statement on Form S-1 (Registration No. 333-108070) and incorporated herein by reference.
4.3 Certain instruments, including indentures of trust, defining the rights of holders of long-term debt of the registrant and its consolidated subsidiaries, none of which instruments authorizes a total amount of indebtedness thereunder in excess of 10% of the total assets of the registrant and its subsidiaries on a consolidated basis, are omitted from this Exhibit Index pursuant to Item 601(b)(4)(iii)(A) of Regulation S-K. Certain of such instruments have been previously filed with the Securities and Exchange Commission, and the registrant hereby agrees to furnish a copy of any such instrument to the Commission upon request.
4.4 Registration Rights Agreement, dated as of December 16, 2003, by and among Nelnet, Inc. and the shareholders of Nelnet, Inc. signatory thereto, filed on November 24, 2003 as Exhibit 4.11 to the registrant’s Registration Statement on Form S-1 (Registration No. 333-108070) and incorporated herein by reference.
10.1 Composite Form of Amended and Restated Participation Agreement, dated as of June 1, 2001, between NELnet, Inc. (subsequently renamed National Education Loan Network, Inc.) and Union Bank and Trust Company, as amended by the First Amendment thereto dated as of December 19, 2001 through the Cancellation of the Fifteenth Amendment thereto dated as of March 16, 2011 (such Participation Agreement and each amendment through the Cancellation of the Fifteenth Amendment thereto have been previously filed as set forth in the Exhibit Index for the registrant’s Annual Report on Form 10-K for the year ended December 31, 2012, and are incorporated herein by reference), filed as Exhibit 10.1 to the registrant's Annual Report on Form 10-K for the year ended December 31, 2013 and incorporated herein by reference.
10.2 Sixteenth Amendment of Amended and Restated Participation Agreement, dated as of March 23, 2012, by and between Union Bank and Trust Company and National Education Loan Network, Inc., filed as Exhibit 10.3 to the registrant's Quarterly Report on Form 10-Q for the quarter ended March 31, 2012 and incorporated herein by reference.
10.3 Seventeenth Amendment of Amended and Restated Participation Agreement, dated as of August 1, 2019, by and between Union Bank and Trust Company and National Education Loan Network, Inc., filed as Exhibit 10.2 to the registrant's Quarterly Report on Form 10-Q for the quarter ended September 30, 2019 and incorporated herein by reference.
10.4 Amendment of Agreements dated as of February 4, 2005, by and between National Education Loan Network, Inc. and Union Bank and Trust Company, filed as Exhibit 10.1 to the registrant’s Current Report on Form 8-K filed on February 10, 2005 and incorporated herein by reference.
10.5+ Nelnet, Inc. Employee Share Purchase Plan, as amended through March 17, 2011, filed as Exhibit 10.4 to the registrant's Quarterly Report on Form 10-Q for the quarter ended March 31, 2011 and incorporated herein by reference.
10.6+ Nelnet, Inc. Restricted Stock Plan, as amended and restated through May 16, 2024, filed as Exhibit 10.1 to the registrant's Current Report on Form 8-K filed on May 21, 2024 and incorporated herein by reference.
10.7+ Nelnet, Inc. Directors Stock Compensation Plan, as amended and restated as of May 18, 2023, filed as Exhibit 10.1 to the registrant’s Current Report on Form 8-K filed on May 22, 2023 and incorporated herein by reference.
71
10.8+ Nelnet, Inc. Executive Officers Incentive Compensation Plan, as amended and restated as of May 18, 2023, filed as Exhibit 10.2 to the registrant’s Current Report on Form 8-K filed on May 22, 2023 and incorporated herein by reference.
10.9++ 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.
10.10 Form of Modification of Contract dated effective as of October 10, 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 Quarterly Report on Form 10-Q for the quarter ended September 30, 2023 and incorporated herein by reference.
10.11 Form of Modification of Contract dated effective as of October 11, 2023 for Student Loan Servicing Contract between the United States Department of Education and Nelnet Servicing, LLC, filed as Exhibit 10.2 to the registrant’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2023 and incorporated herein by reference.
10.12 Form of Modification of Contract dated effective as of December 15, 2023 for Student Loan Servicing Contract between the United States Department of Education and Nelnet Servicing, LLC, filed as Exhibit 10.29 to the registrant's Annual Report on Form 10-K for the year ended December 31, 2023 and incorporated herein by reference.
10.13 Form of Modification of Contract dated effective as of December 15, 2023 for Student Loan Servicing Contract between the United States Department of Education and Nelnet Servicing, LLC, filed as Exhibit 10.30 to the registrant's Annual Report on Form 10-K for the year ended December 31, 2023 and incorporated herein by reference.
10.14 Form of Modification of Contract dated effective as of December 15, 2023 for Student Loan Servicing Contract between the United States Department of Education and Nelnet Servicing, LLC, filed as Exhibit 10.31 to the registrant's Annual Report on Form 10-K for the year ended December 31, 2023 and incorporated herein by reference.
10.15 Form of Modification of Contract dated effective as of December 15, 2023 for Student Loan Servicing Contract between the United States Department of Education and Nelnet Servicing, LLC, filed as Exhibit 10.32 to the registrant's Annual Report on Form 10-K for the year ended December 31, 2023 and incorporated herein by reference.
10.16 Modification of Contract dated effective as of March 26, 2024 for Student Loan Servicing Contract between the United States Department of Education and Nelnet Servicing, LLC, filed as Exhibit 10.2 to the registrant's Quarterly Report on Form 10-Q for the quarter ended June 30, 2024 and incorporated herein by reference.
10.17# Third Amended and Restated Credit Agreement dated as of September 22, 2021, among Nelnet, Inc., U.S. Bank National Association, as Administrative Agent; Wells Fargo Bank, National Association, as Syndication Agent, Royal Bank of Canada, as Documentation Agent, U.S. Bank National Association and Wells Fargo Securities, LLC, as Joint Lead Arrangers and Joint Book Runners; 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.
10.18 Amendment No. 1 to Third Amended and Restated Credit Agreement dated as of June 22, 2023, among Nelnet, Inc., the various lender parties thereto, and U.S. Bank National Association, as Administrative Agent, filed as Exhibit 10.3 to the registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2023 and incorporated herein by reference.
10.19 Form of Trust/Custodial/Safekeeping Agreement by and between National Education Loan Network, Inc., as Principal, and Union Bank and Trust Company, as Trustee, filed as Exhibit 10.55 to the registrant's Annual Report on Form 10-K for the year ended December 31, 2017 and incorporated herein by reference.
10.20 Form of Special Investment Directions by National Education Loan Network, Inc. and its affiliates, as Principal under the Form of Trust/Custodial/Safekeeping Agreement between Principal and Union Bank and Trust Company, as Trustee, filed as Exhibit 10.56 to the registrant's Annual Report on Form 10-K for the year ended December 31, 2017 and incorporated herein by reference.
10.21 First Amended and Restated Loan Participation Agreement dated as of June 21, 2018 between Union Bank and Trust Company and Union Bank and Trust Company as trustee for National Education Loan Network, Inc. , filed as Exhibit 10.25 to the registrant’s Annual Report on Form 10-K for the year ended December 31, 2024 and incorporated herein by reference.
72
10.22±± Amended and Restated Trust Agreement, dated effective as of January 11, 2019, by and among Nelnet Private Student Loan Financing Corporation, as Depositor, Union Bank and Trust Company, as Trustee, National Education Loan Network, Inc., as Administrator, and U.S. Bank Trust National Association, as Delaware Trustee, filed as Exhibit 10.1 to the registrant's Quarterly Report on Form 10-Q for the quarter ended June 30, 2019 and incorporated herein by reference.
10.23 SLABS Participation Agreement, dated effective as of May 5, 2020, by and between National Education Loan Network, Inc., and Union Bank and Trust Company, as Trustee, filed as Exhibit 10.1 to the registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2020 and incorporated herein by reference.
10.24 First Amendment of SLABS Participation Agreement, dated effective as of October 1, 2021, by and between National Education Loan Network, Inc., and Union Bank and Trust Company, as Trustee, filed as Exhibit 10.77 to the registrant’s Annual Report on Form 10-K for the year ended December 31, 2021 and incorporated herein by reference.
10.25 Parent Company Agreement, dated as of June 26, 2020, by and among the Federal Deposit Insurance Corporation, Nelnet, Inc., Michael Dunlap, and Nelnet Bank, filed as Exhibit 10.2 to the registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2020 and incorporated herein by reference.
10.26 Capital and Liquidity Maintenance Agreement, dated as of June 26, 2020, by and among the Federal Deposit Insurance Corporation, Nelnet, Inc., Michael Dunlap, and Nelnet Bank, filed as Exhibit 10.3 to the registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2020 and incorporated herein by reference.
10.27±± Form of Amended & Restated Limited Liability Company Operating Agreement for solar energy investments managed by a subsidiary of Nelnet, Inc. and in which certain parties referred to therein with other relationships with Nelnet, Inc. have participated, filed as Exhibit 10.83 to the registrant’s Annual Report on Form 10-K for the year ended December 31, 2021 and incorporated herein by reference.
10.28±± Form of Management Agreement for solar energy investments managed by a subsidiary of Nelnet, Inc. and in which certain parties referred to therein with other relationships with Nelnet, Inc. have participated, filed as Exhibit 10.84 to the registrant’s Annual Report on Form 10-K for the year ended December 31, 2021 and incorporated herein by reference.
10.29 Membership Unit Redemption Agreement dated as of April 18, 2025 by and among ALLO Holdings LLC, Nelnet Inc., SDC Allo Holdings, LLC, and Museum of American Speed, filed as Exhibit 10.1 to the registrant's Current Report on Form 8-K filed on April 21, 2025 and incorporated herein by reference.
19* Nelnet, Inc. Securities Trading Policy dated January 29, 2026.
21.1* Subsidiaries of Nelnet, Inc.
23.1* Consent of KPMG LLP, Independent Registered Public Accounting Firm.
31.1* Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 of Chief Executive Officer Jeffrey R. Noordhoek.
31.2* Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 of Chief Financial Officer James D. Kruger.
32** Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
97* Nelnet, Inc. Incentive Compensation Clawback Policy, amended as of November 5, 2025.
101.INS* Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
101.SCH* Inline XBRL Taxonomy Extension Schema Document
101.CAL* Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF* Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB* Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE* Inline XBRL Taxonomy Extension Presentation Linkbase Document
104* Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).
* Filed herewith
** Furnished herewith
73
+ Indicates a management contract or compensatory plan or arrangement contemplated by Item 15(a)(3) of Form 10-K.
++ Pursuant to Item 601(a)(5) of Regulation S-K, certain schedules and similar attachments to the exhibit have been omitted. The exhibit is not intended to be, and should not be relied upon as, including disclosures regarding any facts and circumstances relating to the registrant or any of its subsidiaries or affiliates. The exhibit contains representations and warranties by the registrant and the other parties that were made only for purposes of the agreement set forth in the exhibit and as of specified dates. The representations, warranties, and covenants in the agreement were made solely for the benefit of the parties to the agreement, may be subject to limitations agreed upon by the contracting parties (including being qualified by confidential disclosures made for the purposes of allocating contractual risk between the parties to the agreement instead of establishing these matters as facts), and may apply contractual standards of materiality or material adverse effect that generally differ from those applicable to investors. In addition, information concerning the subject matter of the representations, warranties, and covenants may change after the date of the agreement, which subsequent information may or may not be fully reflected in the registrant's public disclosures.
±± Certain portions of this exhibit have been omitted pursuant to Item 601(b)(10)(iv) of Regulation S-K.
# Schedules, exhibits, and similar attachments to this exhibit have been omitted pursuant to Item 601(a)(5) of Regulation S-K.
ITEM 16. FORM 10-K SUMMARY
The Company has elected not to include an optional summary of information required by Form 10-K.
74
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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.
Dated: February 26, 2026
NELNET, INC.
By: /s/ JEFFREY R. NOORDHOEK
Name: Jeffrey R. Noordhoek
Title: Chief Executive Officer
(Principal Executive Officer)
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated:
Signature Title Date
/s/ JEFFREY R. NOORDHOEK Chief Executive Officer (Principal Executive Officer) February 26, 2026
Jeffrey R. Noordhoek
/s/ JAMES D. KRUGER Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer) February 26, 2026
James D. Kruger
/s/ MICHAEL S. DUNLAP Executive Chairman February 26, 2026
Michael S. Dunlap
/s/ PREETA D. BANSAL Director February 26, 2026
Preeta D. Bansal
/s/ MATTHEW W. DUNLAP Director February 26, 2026
Matthew W. Dunlap
/s/ KATHLEEN A. FARRELL Director February 26, 2026
Kathleen A. Farrell
/s/ DAVID S. GRAFF Director February 26, 2026
David S. Graff
/s/ THOMAS E. HENNING Director February 26, 2026
Thomas E. Henning
/s/ ADAM K. PETERSON Director February 26, 2026
Adam K. Peterson
/s/ KIMBERLY K. RATH Director February 26, 2026
Kimberly K. Rath
/s/ JONA M. VAN DEUN Director February 26, 2026
Jona M. Van Deun
75
NELNET, INC. AND SUBSIDIARIES
Index to Consolidated Financial Statements
Page
Report of Independent Registered Public Accounting Firm
F- 2
Consolidated Balance Sheets as of December 31, 2025 and 2024
F- 4
Consolidated Statements of Income for the years ended December 31, 2025, 2024, and 2023
F- 5
Consolidated Statements of Comprehensive Income for the years ended December 31, 2025, 2024, and 2023
F- 6
Consolidated Statements of Shareholders' Equity for the years ended December 31, 2025, 2024, and 2023
F- 7
Consolidated Statements of Cash Flows for the years ended December 31, 2025, 2024, and 2023
F- 8
Notes to Consolidated Financial Statements
F- 10
F - 1
Report of Independent Registered Public Accounting Firm
To the Shareholders and Board of Directors
Nelnet, Inc.:
Opinion on the Consolidated Financial Statements
We have audited the accompanying consolidated balance sheets of Nelnet Inc. and subsidiaries (the Company) as of December 31, 2025 and 2024, the related consolidated statements of income, comprehensive income, shareholders’ equity, and cash flows for each of the years in the three-year period ended December 31, 2025, and the related notes (collectively, the consolidated financial statements). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and the results of its operations and its cash flows for each of the years in the three-year period ended December 31, 2025, in conformity with U.S. generally accepted accounting principles.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission, and our report dated February 26, 2026 expressed an unqualified opinion on the effectiveness of the Company’s internal control over financial reporting.
Basis for Opinion
These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matter
The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of a critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.
Assessment for the allowance for loan losses on loans evaluated on a collective basis
As discussed in Notes 2 and 4 to the consolidated financial statements, the Company’s allowance for loan losses as of December 31, 2025, was $132,078 thousand, a substantial portion of which relates to federally insured and private education loans and certain consumer loans (the collective ALL). The ALL is the measure of expected credit losses on a pooled basis for those loans that share similar risk characteristics based on a collective assessment using a combination of measurement models and management judgment. The Company estimated the collective ALL using an undiscounted cash flow model for its federally insured and private education loans and a remaining life methodology for its consumer loans. For the undiscounted cash flow models, the expected credit losses are the product of multiplying the Company’s estimates of probability of default (PD), loss given default (LGD), and the exposure at default over the expected life of the loans. For the remaining life method, the expected credit losses are the product of multiplying the Company’s estimated net loss rate by the exposure at default over the expected life of the loans. The Company’s methodology is based on relevant available information, from internal and external sources, relating to past events, current conditions, and reasonable and supportable forecasts. The undiscounted cash flow model and remaining life methodology incorporate probability weighted economic forecast scenarios and macroeconomic assumptions over the reasonable and supportable forecast period. After the reasonable and supportable forecast period, the Company
F - 2
reverts on a straight-line basis over the reversion period to its historical loss rates, evaluated over the historical observation period, for the remaining life of the loans. A portion of the collective ALL is comprised of qualitative adjustments to historical loss experience.
We identified the assessment of the collective ALL as a critical audit matter. A high degree of audit effort, including specialized skills and knowledge, and subjective and complex auditor judgment was involved in the assessment due to significant measurement uncertainty. Specifically, the assessment encompassed the evaluation of the collective ALL methodology, including the methods, models, and significant assumptions used to estimate the PD, LGD, and estimated net loss rate. Such assumptions included the economic forecast scenario and macroeconomic assumptions, and the reasonable and supportable forecast period. The assessment also included an evaluation of the conceptual soundness and performance of the PD and LGD models and the performance of the estimated net loss rate. In addition, auditor judgment was required to evaluate the sufficiency of audit evidence obtained.
The following are the primary procedures we performed to address this critical audit matter. We evaluated the design and tested the operating effectiveness of certain internal controls related to the Company’s measurement of the collective ALL estimate, including controls over the:
• development of the collective ALL methodology
• continued use and appropriateness of changes made to PD and LGD models and the estimated net loss rate method
• identification and determination of the significant assumptions used in the PD and LGD models and the estimated net loss rate method
• conceptual soundness and performance monitoring of the PD and LGD models and performance monitoring of the estimated net loss rate method
• analysis of the collective ALL results, trends, and ratios.
We evaluated the Company’s process to develop the collective ALL estimate by testing certain sources of data, factors, and assumptions that the Company used, and considered the relevance and reliability of such data, factors, and assumptions. In addition, we involved credit risk professionals with specialized skills and knowledge, who assisted in:
• evaluating the Company’s collective ALL methodology for compliance with U.S. generally accepted accounting principles
• evaluating judgments made by the Company relative to the development and performance testing of the PD and LGD models and the estimated net loss rate method by comparing them to relevant Company-specific metrics and trends and the applicable industry practices
• assessing the conceptual soundness of the PD and LGD models by inspecting the model documentation to determine whether the models are suitable for their intended use
• evaluating the selection of the economic forecast scenarios and macroeconomic assumptions and the reasonable and supportable forecast period by comparing it to the Company’s business environment and relevant industry practices
We also assessed the cumulative results of the procedures performed to assess the sufficiency of the audit evidence obtained related to the collective ALL estimate by evaluating the:
• cumulative results of the audit procedures
• qualitative aspects of the Company’s accounting practices
• potential bias in the accounting estimates.
/s/ KPMG LLP
We have served as the Company’s auditor since 1998.
Lincoln, Nebraska
February 26, 2026
F - 3
NELNET, INC. AND SUBSIDIARIES
Consolidated Balance Sheets
As of December 31, 2025 and 2024
2025 2024
(Dollars in thousands, except share data)
Assets:
Loans and accrued interest receivable (net of allowance for loan losses of $ 132,078 and
$ 114,890 , respectively)
$ 10,006,695 9,992,744
Cash and cash equivalents:
Cash and cash equivalents - not held at a related party 128,142 48,838
Cash and cash equivalents - held at a related party 167,841 145,680
Total cash and cash equivalents 295,983 194,518
Investments and notes receivable:
Investments at fair value 1,414,636 1,160,320
Other investments and notes receivable, net 933,335 1,040,376
Total investments and notes receivable 2,347,971 2,200,696
Restricted cash 357,639 332,100
Restricted cash - due to customers 319,924 404,402
Accounts receivable (net of allowance for doubtful accounts of $ 2,758 and $ 2,877 , respectively)
193,453 159,934
Goodwill 158,029 158,029
Intangible assets, net 29,283 36,328
Property and equipment, net 75,532 95,185
Other assets 279,274 203,817
Total assets $ 14,063,783 13,777,753
Liabilities:
Bonds and notes payable $ 7,780,927 8,309,797
Accrued interest payable 20,426 21,046
Bank deposits 1,669,173 1,186,131
Other liabilities 558,184 483,193
Due to customers 457,844 478,469
Total liabilities 10,486,554 10,478,636
Commitments and contingencies
Equity:
Nelnet, Inc. shareholders' equity:
Preferred stock, $ 0.01 par value. Authorized 50,000,000 shares; no shares issued or outstanding
— —
Common stock:
Class A, $ 0.01 par value. Authorized 600,000,000 shares; issued and outstanding 25,259,718
shares and 25,634,748 shares, respectively
253 256
Class B, convertible, $ 0.01 par value. Authorized 60,000,000 shares; issued and outstanding
10,616,675 shares and 10,658,604 shares, respectively
106 107
Additional paid-in capital 1,481 7,389
Retained earnings 3,681,333 3,340,540
Accumulated other comprehensive earnings, net 2,619 1,470
Total Nelnet, Inc. shareholders' equity 3,685,792 3,349,762
Noncontrolling interests ( 108,563 ) ( 50,645 )
Total equity 3,577,229 3,299,117
Total liabilities and equity $ 14,063,783 13,777,753
Supplemental information - assets and liabilities of consolidated education and other lending variable-interest entities:
Loans and accrued interest receivable $ 8,780,878 9,122,609
Restricted cash 326,281 287,389
Bonds and notes payable ( 8,112,424 ) ( 8,452,614 )
Accrued interest payable and other liabilities ( 133,502 ) ( 88,200 )
Net assets of consolidated education and other lending variable-interest entities $ 861,233 869,184
See accompanying notes to consolidated financial statements.
F - 4
NELNET, INC. AND SUBSIDIARIES
Consolidated Statements of Income
Years ended December 31, 2025, 2024, and 2023
2025 2024 2023
(Dollars in thousands, except share data)
Interest income:
Loan interest $ 686,085 787,498 931,945
Investment interest 165,374 185,901 177,855
Total interest income 851,459 973,399 1,109,800
Interest expense on bonds and notes payable and bank deposits 496,950 680,537 845,091
Net interest income 354,509 292,862 264,709
Less provision for loan losses 67,851 54,607 8,115
Less provision for beneficial interests 11,311 39,491 —
Net interest income after provision 275,347 198,764 256,594
Other income (expense):
Loan servicing and systems revenue 509,089 482,408 517,954
Education technology services and payments revenue 507,150 486,962 463,311
Reinsurance premiums earned 107,502 62,923 20,067
Solar construction revenue 14,371 56,569 31,669
Other, net 97,587 59,959 ( 91,989 )
Gain on partial redemption of ALLO investment 175,044 — —
Derivative market value adjustments and derivative settlements, net ( 6,398 ) 16,258 ( 16,701 )
Total other income (expense), net 1,404,345 1,165,079 924,311
Cost of services and expenses:
Loan servicing contract fulfillment and acquisition costs 7,555 1,889 —
Cost to provide education technology services and payments 176,907 172,763 171,183
Cost to provide solar construction services 41,810 77,673 48,576
Total cost of services 226,272 252,325 219,759
Salaries and benefits 558,786 576,931 591,537
Depreciation and amortization 33,571 58,116 79,118
Reinsurance losses and underwriting expenses 93,551 55,246 16,781
Impairment expense 29,612 3,138 31,925
Other expenses 211,568 189,503 173,070
Total operating expenses 927,088 882,934 892,431
Income before income taxes 526,332 228,584 68,715
Income tax expense ( 127,986 ) ( 52,669 ) ( 19,385 )
Net income 398,346 175,915 49,330
Net loss attributable to noncontrolling interests 30,128 8,130 40,496
Net income attributable to Nelnet, Inc. $ 428,474 184,045 89,826
Earnings per common share:
Net income attributable to Nelnet, Inc. shareholders - basic and diluted $ 11.79 5.02 2.40
Weighted-average common shares outstanding - basic and diluted
36,341,197 36,642,533 37,416,621
See accompanying notes to consolidated financial statements.
F - 5
NELNET, INC. AND SUBSIDIARIES
Consolidated Statements of Comprehensive Income
Years ended December 31, 2025, 2024, and 2023
2025 2024 2023
(Dollars in thousands)
Net income $ 398,346 175,915 49,330
Other comprehensive income:
Net changes related to foreign currency translation adjustments $ ( 187 ) 11 ( 10 )
Net changes related to available-for-sale debt securities:
Unrealized holding gains arising during period, net 4,130 33,479 18,379
Reclassification of (gains) losses recognized in net income, net ( 2,109 ) ( 4,534 ) 3,504
Amortization of net unrealized loss on securities transferred from available-for-sale to held-to-maturity 164 779 202
Income tax effect ( 524 ) 1,661 ( 7,134 ) 22,590 ( 5,301 ) 16,784
Net changes related to cash flow hedges:
Fair value adjustments during period, net ( 484 ) — —
Income tax effect 117 ( 367 ) — — — —
Net changes related to equity method investee's other comprehensive income:
Gain (loss) on cash flow hedge 55 ( 1,331 ) 622
Income tax effect ( 13 ) 42 319 ( 1,012 ) ( 149 ) 473
Other comprehensive income 1,149 21,589 17,247
Comprehensive income 399,495 197,504 66,577
Comprehensive loss attributable to noncontrolling interests 30,128 8,130 40,496
Comprehensive income attributable to Nelnet, Inc. $ 429,623 205,634 107,073
See accompanying notes to consolidated financial statements.
F - 6
NELNET, INC. AND SUBSIDIARIES
Consolidated Statements of Shareholders' Equity
Years ended December 31, 2025, 2024, and 2023
Nelnet, Inc. Shareholders
Preferred stock shares Common stock shares Preferred stock Class A common stock Class B common stock Additional paid-in capital Retained earnings Accumulated other comprehensive (loss) earnings Noncontrolling interests Total equity
Class A Class B
(Dollars in thousands, except share data)
Balance as of December 31, 2022 — 26,461,651 10,668,460 $ — 265 107 1,109 3,227,680 ( 37,366 ) ( 8,596 ) 3,183,199
Net income (loss) — — — — — — — 89,826 — ( 40,496 ) 49,330
Other comprehensive income — — — — — — — — 17,247 — 17,247
Issuance of noncontrolling interests — — — — — — — — — 101,237 101,237
Distribution to noncontrolling interests — — — — — — — — — ( 105,789 ) ( 105,789 )
Cash dividends on Class A and Class B common stock - $ 1.06 per share
— — — — — — — ( 39,419 ) — — ( 39,419 )
Issuance of common stock, net of forfeitures — 270,550 — — 3 — 6,165 — — — 6,168
Compensation expense for stock based awards — — — — — — 16,162 — — — 16,162
Repurchase of common stock — ( 336,943 ) — — ( 4 ) — ( 20,340 ) ( 7,684 ) — — ( 28,028 )
Conversion of common stock — 5,372 ( 5,372 ) — — — — — — — —
Balance as of December 31, 2023 — 26,400,630 10,663,088 — 264 107 3,096 3,270,403 ( 20,119 ) ( 53,644 ) 3,200,107
Net income (loss) — — — — — — — 184,045 — ( 8,130 ) 175,915
Other comprehensive income — — — — — — — — 21,589 — 21,589
Issuance of noncontrolling interests — — — — — — — — — 84,770 84,770
Distribution to noncontrolling interests — — — — — — — — — ( 75,734 ) ( 75,734 )
Cash dividends on Class A and Class B common stock - $ 1.12 per share
— — — — — — — ( 40,836 ) — — ( 40,836 )
Issuance of common stock, net of forfeitures — 123,742 — — 1 — 5,140 — — — 5,141
Compensation expense for stock based awards — — — — — — 11,702 — — — 11,702
Repurchase of common stock — ( 894,108 ) — — ( 9 ) — ( 12,549 ) ( 70,732 ) — — ( 83,290 )
Conversion of common stock — 4,484 ( 4,484 ) — — — — — — — —
Acquisition of remaining 20 % of GRNE Solar, net of tax
— — — — — — — ( 2,340 ) — 2,093 ( 247 )
Balance as of December 31, 2024 — 25,634,748 10,658,604 — 256 107 7,389 3,340,540 1,470 ( 50,645 ) 3,299,117
Net income (loss) — — — — — — — 428,474 — ( 30,128 ) 398,346
Other comprehensive income — — — — — — — — 1,149 — 1,149
Issuance of noncontrolling interests — — — — — — — — — 205,246 205,246
Distribution to noncontrolling interests — — — — — — — — — ( 227,653 ) ( 227,653 )
Cash dividends on Class A and Class B common stock - $ 1.19 per share
— — — — — — — ( 42,993 ) — — ( 42,993 )
Issuance of common stock, net of forfeitures — 149,616 — — 2 — 3,950 — — — 3,952
Compensation expense for stock based awards — — — — — — 12,941 — — — 12,941
Repurchase of common stock — ( 566,575 ) — — ( 6 ) — ( 22,799 ) ( 46,541 ) — — ( 69,346 )
Conversion of common stock — 41,929 ( 41,929 ) — 1 ( 1 ) — — — — —
Acquisition of remaining 20 % of NextGen, net of tax
— — — — — — — 1,853 — ( 5,383 ) ( 3,530 )
Balance as of December 31, 2025 — 25,259,718 10,616,675 $ — 253 106 1,481 3,681,333 2,619 ( 108,563 ) 3,577,229
See accompanying notes to consolidated financial statements.
F - 7
NELNET, INC. AND SUBSIDIARIES
Consolidated Statements of Cash Flows
Years ended December 31, 2025, 2024, and 2023
2025 2024 2023
(Dollars in thousands)
Net income attributable to Nelnet, Inc. $ 428,474 184,045 89,826
Net loss attributable to noncontrolling interests ( 30,128 ) ( 8,130 ) ( 40,496 )
Net income 398,346 175,915 49,330
Adjustments to reconcile net income to net cash provided by operating activities, net of acquisitions:
Depreciation and amortization, including debt discounts and loan premiums and deferred origination costs 90,622 132,527 145,393
Loan discount and deferred lender fees accretion ( 107,279 ) ( 54,053 ) ( 30,813 )
Provision for loan losses 67,851 54,607 8,115
Provision for beneficial interests 11,311 39,491 —
Derivative market value adjustments 9,098 ( 10,124 ) 41,773
Proceeds from termination of derivative instruments — — 164,079
(Payments to) proceeds from clearinghouse - initial and variation margin, net ( 5,910 ) 2,374 ( 213,923 )
Gain on partial redemption of ALLO investment ( 175,044 ) — —
Loss on sale of loans, net 1,720 1,643 17,662
(Gain) loss on investments, net ( 24,558 ) ( 7,952 ) 122,492
Deferred income tax benefit ( 4,307 ) ( 21,621 ) ( 52,331 )
Non-cash compensation expense 13,274 12,045 16,476
Impairment expense 29,612 3,138 29,539
Other 7,997 163 326
Changes in operating assets and liabilities:
Decrease in loan and investment accrued interest receivable 40,674 220,938 47,217
(Increase) decrease in accounts receivable ( 33,371 ) 36,106 ( 1,356 )
Decrease in other assets 57,703 64,816 3,640
Decrease in the carrying amount of ROU asset 3,747 3,864 4,881
Decrease in accrued interest payable ( 4,942 ) ( 14,536 ) ( 658 )
Increase in other liabilities 51,806 27,356 85,537
Decrease in the carrying amount of lease liability ( 5,365 ) ( 3,807 ) ( 5,352 )
Total adjustments 24,639 486,975 382,697
Net cash provided by operating activities 422,985 662,890 432,027
Cash flows from investing activities, net of acquisitions:
Purchases and originations of loans, including cash paid for student loan trusts,
net of cash and restricted cash acquired ( 5,335,216 ) ( 869,744 ) ( 735,003 )
Purchases of loans from a related party ( 686,045 ) ( 104,198 ) ( 467,554 )
Net proceeds from loan repayments, claims, and capitalized interest 5,448,255 3,179,752 2,559,384
Proceeds from sale of loans 240,525 115,657 495,534
Proceeds from sale of loans to a related party 949,093 578,593 57,484
Purchases of available-for-sale securities ( 552,861 ) ( 603,552 ) ( 581,522 )
Proceeds from sales of available-for-sale securities 289,001 445,946 963,117
Proceeds from beneficial interest in loan securitizations 77,550 52,234 32,149
Purchases of other investments and issuance of notes receivable ( 591,835 ) ( 483,714 ) ( 344,918 )
Proceeds from other investments and repayments of notes receivable 533,038 97,884 42,257
Purchases of held-to-maturity debt securities ( 295 ) — ( 12,425 )
Redemption of held-to-maturity debt securities 11,432 24,778 4,579
Purchases of property and equipment ( 26,238 ) ( 20,903 ) ( 74,052 )
Net cash provided by investing activities $ 356,404 2,412,733 1,939,030
F - 8
NELNET, INC. AND SUBSIDIARIES
Consolidated Statements of Cash Flows (Continued)
Years ended December 31, 2025, 2024, and 2023
2025 2024 2023
(Dollars in thousands)
Cash flows from financing activities, net of acquisitions:
Payments on bonds and notes payable $ ( 2,615,918 ) ( 3,644,658 ) ( 3,606,160 )
Proceeds from issuance of bonds and notes payable 1,393,200 30,652 761,182
Payments of debt issuance costs ( 7,821 ) ( 2,327 ) ( 5,744 )
Increase in bank deposits, net 483,042 442,532 52,277
(Decrease) increase in due to customers ( 20,686 ) 52,999 77,182
Dividends paid ( 42,993 ) ( 40,836 ) ( 39,419 )
Repurchases of common stock ( 69,346 ) ( 83,290 ) ( 28,028 )
Proceeds from issuance of common stock 1,882 1,946 1,780
Acquisition of noncontrolling interest ( 3,944 ) ( 325 ) —
Issuance of noncontrolling interests 153,025 79,625 88,389
Distribution to noncontrolling interests ( 7,579 ) ( 5,975 ) ( 4,657 )
Net cash used in financing activities ( 737,138 ) ( 3,169,657 ) ( 2,703,198 )
Effect of exchange rate changes on cash and restricted cash 275 ( 437 ) 16
Net increase (decrease) in cash, cash equivalents, and restricted cash 42,526 ( 94,471 ) ( 332,125 )
Cash, cash equivalents, and restricted cash, beginning of period 931,020 1,025,491 1,357,616
Cash, cash equivalents, and restricted cash, end of period $ 973,546 931,020 1,025,491
Supplemental disclosures of cash flow information:
Cash disbursements made for interest $ 472,257 651,471 781,307
Cash disbursements made for income taxes, net of refunds and credits received (a) $ 68,863 15,238 47,589
Cash disbursements made for operating leases $ 5,168 4,795 6,550
Non-cash operating, investing, and financing activity:
ROU assets obtained in exchange for lease obligations $ 6,584 1,331 18,860
Receipt of beneficial interest in consumer loan securitizations as consideration from sale of loans $ 28,137 12,493 89,130
Receipt of asset-backed investment securities as consideration from sale of loans $ 2,370 — 66,546
Student loans and other assets acquired $ 672,601 121,634 —
Borrowings and other liabilities assumed in acquisition of student loans $ 706,534 54,662 —
Distribution to noncontrolling interests $ 220,074 69,759 101,132
Issuance of noncontrolling interests $ 52,221 5,145 12,848
(a) The Company utilized $ 98.6 million, $ 53.8 million, and $ 104.6 million of federal and state tax credits related primarily to renewable energy during 2025, 2024, and 2023, respectively.
The following table presents a reconciliation of cash, cash equivalents, and restricted cash reported in the consolidated balance sheets to the total of the amounts reported in the consolidated statements of cash flows:
As of As of As of As of
December 31, 2025 December 31, 2024 December 31, 2023 December 31, 2022
Total cash and cash equivalents $ 295,983 194,518 168,112 118,146
Restricted cash 357,639 332,100 488,723 945,159
Restricted cash - due to customers 319,924 404,402 368,656 294,311
Cash, cash equivalents, and restricted cash $ 973,546 931,020 1,025,491 1,357,616
See accompanying notes to consolidated financial statements.
F - 9
NELNET, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(Dollars in thousands, except share amounts, unless otherwise noted)
1. Description of Business
Nelnet, Inc. and its subsidiaries (“Nelnet” or the “Company”) is an operating holding company with primary businesses in consumer lending, loan servicing, payments, and technology-enabled services, many of which are focused on serving customers in the education sector. The Company conducts these activities both directly and through its wholly owned and majority-owned subsidiaries, and actively manages and operates its businesses on an integrated basis. Nelnet’s largest operating and technology platforms support loan servicing and education-related technology and payment solutions. A significant portion of the Company’s revenue is derived from net interest income earned on a portfolio of federally insured student loans, a substantial portion of which is serviced by the Company.
The Company has also broadened its operating business mix both within and beyond its historical education-focused activities. These businesses include banking and other financial services conducted through the Company’s bank and other subsidiaries, asset management and related customer-facing servicing, real estate development and management, reinsurance operations, renewable energy development, and selected strategic interests in early-stage, emerging growth, and other operating enterprises. The Company actively manages such businesses and holds interests in them for strategic and operational purposes.
The Company earns substantially all of its revenue from external customers in the United States, and substantially all of its long-lived assets are located in the United States.
The Company was formed as a Nebraska corporation in 1978 to service federal student loans for two local banks. The Company built on this initial foundation as a servicer to become a leading originator, holder, and servicer of federal student loans, principally consisting of loans originated under the Federal Family Education Loan Program (FFELP or “FFEL Program”) of the U.S. Department of Education (the “Department”).
The Health Care and Education Reconciliation Act of 2010 (the “Reconciliation Act of 2010”) discontinued new loan originations under the FFEL Program, effective July 1, 2010, and requires all new federal student loan originations be made directly by the Department through the Federal Direct Loan Program. This law does not alter or affect the terms and conditions of existing FFELP loans.
Subsequent to the Reconciliation Act of 2010, the Company no longer originates FFELP loans. However, a significant portion of the Company's income continues to be derived from its existing FFELP student loan portfolio. Interest income on the Company's existing FFELP loan portfolio will decline over time as the portfolio is paid down. To reduce its reliance on interest income from FFELP loans, the Company has expanded its services and products. This expansion has been accomplished through internal growth and innovation as well as acquisitions. The Company is also actively expanding its private education and consumer loan portfolios, or residual interests therein, and as part of this strategy launched Nelnet Bank in 2020. In addition, the Company has been servicing federally owned student loans for the Department since 2009.
The Company's reportable operating segments include:
• Loan Servicing and Systems (LSS)
• Education Technology Services and Payments (ETSP)
• Asset Generation and Management (AGM), part of the Nelnet Financial Services (NFS) division
• Nelnet Bank, part of the NFS division
A description of each reportable operating segment is included below. See note 16 for additional information on the Company's segment reporting.
Loan Servicing and Systems
The primary service offerings of the Loan Servicing and Systems reportable operating segment (referred to as Nelnet Diversified Services (NDS)) include:
• Servicing federally owned student loans for the Department
• Servicing FFELP loans
• Servicing private education and consumer loans
• Providing backup servicing for private education and consumer loans
• Providing student loan servicing software and other information technology products and services
• Providing outsourced services including contact center, processing, and administrative services
F - 10
NELNET, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(Dollars in thousands, except share amounts, unless otherwise noted)
LSS provides for the servicing of the Company's student loan portfolio and the portfolios of third parties. The loan servicing activities include loan conversion activities, application processing, borrower updates, customer service, payment processing, due diligence procedures, funds management reconciliations, and claim processing. These activities are performed internally for the Company's portfolio, in addition to generating external fee revenue when performed for third-party clients. In addition, LSS provides backup servicing to third parties, which allows a transfer of the customer’s servicing volume to the Company’s platform and becoming a full servicing customer if their existing servicer cannot perform their duties.
Nelnet Servicing, LLC (“Nelnet Servicing”), a subsidiary of the Company, is one of the current five private sector entities that have student loan servicing contracts with the Department to service loans that include Federal Direct Loan Program loans originated directly by the Department and FFEL Program loans purchased by the Department.
LSS also provides student loan servicing software, which is used internally and licensed to third-party student loan holders and servicers. These software systems have been adapted so that they can be offered as hosted servicing software solutions usable by third parties to service various types of student loans, including Federal Direct Loan Program loans.
This segment also provides business process outsourcing primarily specializing in contact center management. The contact center solutions and services include taking inbound calls, helping with outreach campaigns and sales, interacting with customers through multi-channels, and processing and administrative services.
Education Technology Services and Payments
The Education Technology Services and Payments reportable operating segment (referred to as Nelnet Business Services (NBS)) provides education and payment technology and services for K-12 schools, higher education institutions, and businesses in the United States and internationally. NBS provides service and technology under four divisions as described below.
FACTS provides solutions that elevate the educational experience in the K-12 private and faith-based markets for school administrators, teachers, and families. FACTS offers a comprehensive suite of services and technology in the following categories: (i) financial management, including tuition payment plans, incidental billing, payment forms, advanced accounting, financial aid management (grant and aid), and a donation platform; (ii) education technology, including a school management platform and application and enrollment services; and (iii) education services.
Nelnet Campus Commerce delivers payment technology to higher education institutions. Nelnet Campus Commerce solutions include (i) tuition management, including tuition payment plans and service and technology for student billings, payments, and refunds; and (ii) integrated commerce, including solutions for in-person, online, and mobile payment experiences on campus.
Nelnet Payment Services provides secure payment processing technology and services, including credit card and electronic transfers, to the other divisions of NBS and Nelnet in addition to other industries and software platforms across the United States.
Nelnet International provides its services and technology internationally, primarily in Australia, New Zealand, and the Asia-Pacific region. Nelnet International serves customers in the education, local government, and health care industries. Nelnet International’s suite of services include (i) an integrated commerce payment platform, financial management and tuition payment plan services, and (ii) a school management platform that provides administrative, information management, financial management, and communication functions for K-12 schools.
Nelnet Financial Services
Nelnet Financial Services is a division of the Company that includes the following reportable operating segments:
• Asset Generation and Management
• Nelnet Bank
Asset Generation and Management
The Company's Asset Generation and Management reportable operating segment includes the acquisition, management, and ownership of the Company's loan assets (excluding loan assets held by Nelnet Bank). The majority of loan assets included in this segment are student loans originated under the FFEL Program, including the Stafford Loan Program, the PLUS Loan program, and loans that reflect the consolidation into a single loan of certain previously separate borrower obligations (“consolidation” loans). AGM also acquires private education, consumer, and other loans, or residual interests therein. AGM generates a substantial portion of its earnings from the spread, referred to as loan spread, between the yield it receives on its
F - 11
NELNET, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(Dollars in thousands, except share amounts, unless otherwise noted)
loan portfolio and the associated costs to finance such portfolio. The loan assets are primarily held in a series of lending subsidiaries and associated securitization trusts designed specifically for this purpose. In addition to the loan spread earned on its portfolio, all costs and activity associated with managing the portfolio, such as servicing of the assets, debt maintenance, and administration costs, are included in this segment. AGM also derives revenue by providing loan administration services to third-party loan portfolio owners.
In addition to ownership of loan assets, AGM has partial ownership in consumer, private education, and federally insured student loan third-party securitizations. These residual interests were acquired by AGM or have been received in consideration of AGM selling portfolios of loans to unrelated third parties who securitized such loans. AGM’s partial ownership percentage in each loan securitization grants AGM the right to receive the corresponding percentage of cash flows generated by the securitization. Income generated by these residual interests is included in “investment interest income” on the consolidated statements of income and is not a component of the Company’s loan interest income.
Nelnet Bank
Nelnet Bank operates as an internet Utah-chartered industrial bank franchise with a home office in Salt Lake City, Utah. Nelnet Bank is focused on the private education and unsecured consumer loan marketplace.
NFS Other Operating Segments
NFS’s other operating segments that are not reportable include the operating results of:
• Nelnet Insurance Services, which primarily includes multiple reinsurance treaties on property and casualty policies
• Whitetail Rock Capital Management, LLC (WRCM), the Company's U.S. Securities and Exchange Commission (SEC)-registered investment advisor subsidiary
• The Company’s ownership and activities in real estate
• The Company’s ownership and management of its bond portfolio (primarily student loan and other asset-backed securities)
Corporate and Other Activities
Other business activities and operating segments that are not reportable and not part of the NFS division are combined and included in Corporate and Other Activities (“Corporate”). Corporate includes the following items:
• Shared service activities related to human resources, accounting, legal, enterprise risk management, information technology, occupancy, and marketing. These costs are allocated to each operating segment based on estimated use of such activities and services
• Corporate costs and overhead functions not allocated to operating segments, including executive management, innovation initiatives, and other holding company organizational costs
• The operating results of the Company’s participation in renewable energy solar developments through tax equity structures and administrative and management services provided by the Company on solar tax equity investments made by third parties
• The operating results of Nelnet Renewable Energy, the Company’s solar engineering, procurement, and construction business. The Company sold its ownership interest in Nelnet Renewable Energy during the fourth quarter of 2025.
• The operating results of certain of the Company’s investment activities, including its ownership in ALLO Holdings LLC, a holding company for ALLO Communications LLC (collectively referred to as “ALLO”) and early-stage and emerging growth companies (venture capital)
• Interest income earned on cash balances held at the corporate level and interest expense incurred on unsecured corporate related debt transactions
• Other product and service offerings that are not considered reportable operating segments
F - 12
NELNET, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(Dollars in thousands, except share amounts, unless otherwise noted)
2. Summary of Significant Accounting Policies and Practices
Consolidation
The consolidated financial statements include the accounts of Nelnet, Inc. and its consolidated subsidiaries. In addition, the accounts of all variable interest entities (VIEs) of which the Company has determined that it is the primary beneficiary are included in the consolidated financial statements. Amounts for noncontrolling interests reflect the share of membership interest (equity) and net income attributable to the holders of noncontrolling membership interests of non-wholly owned consolidated subsidiaries. All significant intercompany balances and transactions have been eliminated in consolidation.
Reclassifications
Certain amounts previously reported in the Company’s consolidated statements of income have been reclassified to conform to the current period presentation. Specifically, impairment expenses and the provision for beneficial interests, which were previously presented on a combined basis, are now reported as separate line items and included as part of “total operating expenses” and “net interest income after provision,” respectively.
Variable Interest Entities
The Company assesses its partnerships and joint ventures to determine if the entity meets the qualifications of a VIE. The Company performs a qualitative assessment of each identified VIE to determine if it is the primary beneficiary. The primary beneficiary is the entity which has both: (1) the power to direct the activities of the VIE that most significantly impact the VIE’s economic performance, and (2) the obligation to absorb losses or receive benefits of the entity that could potentially be significant to the VIE. The Company examines specific criteria and uses judgment when determining whether an entity is a VIE and whether it is the primary beneficiary. The Company performs this review initially at the time it enters into a partnership or joint venture agreement and reassess upon reconsideration events.
VIEs - Consolidated
The Company is required to consolidate VIEs in which it has determined it is the primary beneficiary.
The Company's education and other lending subsidiaries are engaged in the securitization of finance assets. These lending subsidiaries hold beneficial interests in eligible loans, subject to creditors with specific interests. The liabilities of the Company's lending subsidiaries are not the direct obligations of Nelnet, Inc. or any of its other subsidiaries. Each lending subsidiary is structured to be bankruptcy remote, meaning that it should not be consolidated in the event of bankruptcy of the parent company or any other subsidiary. The Company is generally the administrator and master servicer of the securitized assets held in its lending subsidiaries and owns the residual interest of the securitization trusts. For accounting purposes, the transfers of loans to the securitization trusts do not qualify as sales. Accordingly, all the financial activities and related assets and liabilities, including debt, of the securitizations are reflected in the Company's consolidated financial statements and are summarized as supplemental information on the balance sheet.
VIEs - Not consolidated
The Company is not required to consolidate VIEs in which it has determined it is not the primary beneficiary. VIEs not consolidated by the Company include its partial ownership in ALLO, solar development projects, certain third-party loan securitizations, and certain other funds and partnerships.
ALLO
As of December 31, 2025, the Company owned 27 % of the economic rights of ALLO and had a disproportionate 20 % of the voting rights related to all operating decisions for ALLO's business. ALLO provides pure fiber optic service to homes and businesses for internet, television, and telephone services. See note 7 for the Company’s carrying value of its voting and preferred membership interests in ALLO, which is the Company’s maximum exposure to loss.
Renewable Energy Solar Developments
The Company makes solar tax equity contributions in entities that promote renewable energy sources. The Company’s contributions in these entities generate a return primarily through the realization of federal income tax credits, operating cash flows, and other tax benefits, such as tax deductions from operating losses of these partnerships, over specified time periods. The ownership of these developments are included in "other investments and notes receivable, net" on the consolidated balance
F - 13
NELNET, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(Dollars in thousands, except share amounts, unless otherwise noted)
sheets. As of December 31, 2025, the Company has contributed a total of $ 355.6 million and its third-party partners have invested $ 416.0 million in tax equity that remain outstanding in renewable energy solar partnerships that support the development and operations of solar, fuel cell, and battery storage projects throughout the country. The carrying value of these assets is reduced by tax credits earned when the solar project is placed in service. The Company’s unfunded capital and other commitments related to these unconsolidated VIEs are accrued when the solar project is placed in service and are included in “other liabilities” on the consolidated balance sheets.
The Company’s maximum exposure to loss from these unconsolidated VIEs include the equity contributed, unfunded capital commitments, and previously recorded tax credits which remain subject to recapture by taxing authorities based on compliance features required to be met at the project level. The tax credit recapture period ratably decreases over 5 years from when the project is placed in service. While the Company believes potential losses from these partnerships are remote, the maximum exposure was determined by assuming a scenario where the energy-producing projects completely fail and do not meet certain government compliance requirements resulting in recapture of the related tax credits.
The following table presents a summary of solar development project VIEs that the Company has not consolidated, excluding all third-party partner impacts:
As of December 31,
2025 2024
Solar development project carrying amount $ ( 109,592 ) ( 87,853 )
Tax credits subject to recapture 220,069 173,822
Unfunded capital and other commitments 53,594 55,662
Company’s maximum exposure to loss $ 164,071 141,631
As of December 31, 2025, the Company is committed to fund an additional $ 112.7 million on new tax equity investments, of which $ 59.1 million is expected to be provided by syndication partners.
Beneficial Interest in Loan Securitizations
As described above, AGM has partial ownership in consumer, private education, and federally insured student loan third-party securitizations that are classified as “beneficial interest in loan securitizations” and included in “other investments and notes receivable, net” on the Company’s consolidated balance sheets. These residual interests were acquired by AGM or have been received in consideration of AGM selling portfolios of loans to unrelated third parties who securitized such loans. For certain transactions, the Company is the sponsor and as sponsor, is required to provide a certain level of risk retention. To satisfy this requirement, the Company has purchased bonds issued in the securitizations, which are classified as available-for-sale investments, with a carrying value and fair value of $ 7.2 million at December 31, 2025. See note 7 for the Company’s carrying value of its beneficial interest in loan securitization investments. The carrying value of its beneficial interest in loan securitization investments and bonds held as risk retention is the Company’s maximum exposure to loss.
Funds and Partnerships
The Company has an equity interest in certain funds and partnerships, with an aggregate carrying value of $ 131.9 million at December 31, 2025. The ownership of these items are classified within “venture capital, funds, and other” in note 7, and are included in “other investments and notes receivable, net” on the Company’s consolidated balance sheets. The Company’s maximum exposure to loss related to the ownership of these entities are its current carrying value plus the Company’s unfunded commitment to certain funds of $ 8.6 million.
Use of Estimates
The preparation of the consolidated financial statements in conformity with U.S. generally accepted accounting principles (GAAP) requires management to make a number of estimates and assumptions that affect the reported amounts of assets and liabilities, reported amounts of revenues and expenses, and other disclosures. Actual results may differ from those estimates.
Loans Receivable
Loans consist of federally insured student, private education, consumer, and other loans, including financing receivables. If the Company has the ability and intent to hold loans for the foreseeable future, such loans are held for investment and carried at amortized cost. Amortized cost includes the unamortized premium or discount and capitalized origination costs and fees, all of
F - 14
NELNET, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(Dollars in thousands, except share amounts, unless otherwise noted)
which are amortized to interest income. Loans which are held for investment also have an allowance for loan loss as needed. Any loans the Company has the ability and intent to sell are classified as held for sale and are carried at the lower of cost or fair value. Loans which are held for sale do not have the associated premium or discount and origination costs and fees amortized into interest income and there is also no related allowance for loan losses. In addition, once a loan is classified as held for sale, any allowance for loan losses that existed immediately prior to the reclassification to held for sale is reversed through provision. There were no loans classified as held for sale as of December 31, 2025 and 2024.
Federally insured loans were originated under the FFEL Program by certain eligible lenders as defined by the Higher Education Act of 1965, as amended (the “Higher Education Act”). These loans, including related accrued interest, are guaranteed at their maximum level permitted under the Higher Education Act by an authorized guaranty agency, which has a contract of reinsurance with the Department. The terms of the loans, which vary on an individual basis, generally provide for repayment in monthly installments of principal and interest. Generally, Stafford and PLUS loans have repayment periods between five and ten years . Consolidation loans have repayment periods of twelve to thirty years . FFELP loans do not require repayment while the borrower is in-school, and during the grace period immediately upon leaving school. Under the Higher Education Act, a borrower may also be granted a deferment or forbearance for a period of time based on need, during which time the borrower is not considered to be in repayment. Interest continues to accrue on loans in the in-school, deferment, and forbearance program periods. In addition, eligible borrowers may qualify for income-driven repayment plans offered by the Department. These plans determine the borrower's payment amount based on their discretionary income and may extend their repayment period. Interest rates on federally insured student loans may be fixed or variable, dependent upon the type of loan, terms of the loan agreements, and date of origination.
Substantially all FFELP loan principal and related accrued interest is guaranteed as provided by the Higher Education Act. These guarantees are subject to the performance of certain loan servicing due diligence procedures stipulated by applicable Department regulations. If these due diligence requirements are not met, affected student loans may not be covered by the guarantees in the event of borrower default. Such student loans are subject to “cure” procedures and reinstatement of the guarantee under certain circumstances.
Loans also include private education, consumer, and other loans, including financing receivables. Private education loans are loans to students or their families that are non-federal loans and loans not insured or guaranteed under the FFEL Program. These loans are used primarily to bridge the gap between the cost of higher education and the amount funded through financial aid, federal loans, or borrowers' personal resources. The terms of the private education loans, which vary on an individual basis, generally provide for repayment in monthly installments of principal and interest over a period of up to thirty years . The private education loans are not covered by a guarantee or collateral in the event of borrower default. Consumer loans are unsecured loans to an individual for personal, family, or household purposes. The terms of the consumer loans, which vary on an individual basis, generally provide for repayment in weekly or monthly installments of principal and interest over a period of up to six years . Other loans consist of home equity lines of credit and small business loans. Home equity loans are made to an individual primarily for debt consolidation purposes using equity in the borrower’s home as security in the form of primarily second liens. These loans typically have a revolving draw period of five years and a repayment period at the end of the draw period of five to ten years . Principal and interest payments are generally required to be made during the draw and repayment periods. Small business loans have no stated coupon rate but the borrower is charged a one-time lender fee that is accreted to interest income over the estimated life of the loan. Minimum payments on such loans are due every 60 days. Financing receivables include Pay Later receivables which enable consumers to purchase goods or services at the time of the transaction and split their purchase into installment payments. There are typically four installment payments made over approximately 60 days. The Company purchases Pay Later receivables at a discount via a forward flow agreement from an unrelated third party and accretes the discount into interest income over the estimated life of the receivable.
For loan modifications, the Company evaluates whether a loan modification represents a new loan or a continuation of an existing loan. Modifications of federally insured loans are driven by the Higher Education Act; thus, the Company does not consider these events as part of its loan modification programs. Administrative forbearances (e.g. bankruptcy, military service, death and disability, and disaster forbearance) are required by law and therefore are also not considered as part of the Company's loan modification programs. The Company does offer payment delays in the form of deferments or forbearances on certain private education and consumer loan programs for short-term periods. The Company generally considers payment delays to be insignificant when the delay is 3 months or less. The amortized cost of the Company’s private education and consumer loans in which the borrower is experiencing financial difficulty and the financial effect of such loan modifications is not material.
F - 15
NELNET, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(Dollars in thousands, except share amounts, unless otherwise noted)
Allowance for Loan Losses
The Company accounts for the evaluation and estimate of probable losses on loans under the current expected credit loss (CECL) methodology. The CECL methodology utilizes a lifetime “expected credit loss” measurement objective for the recognition of credit losses for financial assets measured at amortized cost at the time the financial asset is originated or acquired. The expected credit losses are adjusted each period for changes in expected lifetime credit losses.
The allowance for loan losses is a valuation account that is deducted from the loans’ amortized cost basis to present the net amount expected to be collected on the loans as of the balance sheet date. Such allowance is based on the credit losses expected to arise over the life of the asset which includes consideration of prepayments. Loans are charged off when management determines the loan is uncollectible. Charge-offs are recognized as a reduction to the allowance for loan losses. Expected recoveries of amounts previously charged off, not to exceed the aggregate of the amount previously charged off, are included in the estimate of the allowance for loan losses at the balance sheet date.
The Company determines its estimated credit losses for the following financial assets as follows:
Loans receivable
The Company aggregates loans with similar risk characteristics into pools to estimate its expected credit losses. The Company evaluates such pooling decisions each quarter and makes adjustments as risk characteristics change. Management has determined that the federally insured, private education, and consumer and other financing receivables portfolios each meet the definition of a portfolio segment, which is defined as the level at which an entity develops and documents a systematic method for determining its allowance for loan losses. Accordingly, the portfolio segment disclosures are presented on this basis in note 4 for each of these portfolios. The Company does not disaggregate its portfolio segment loan portfolios into classes of financing receivables.
The Company utilizes an undiscounted cash flow methodology in determining its lifetime expected credit losses on its federally insured and private education loan portfolios and a remaining life methodology for its consumer and other financing receivables portfolios. For the undiscounted cash flow models, the expected credit losses are the product of multiplying the Company’s estimates of probability of default and loss given default and the exposure of default over the expected life of the loans. For the remaining life method, the expected credit losses are the product of multiplying the Company’s estimated net loss rate by the exposure at default over the expected life of the loans. Management estimates the allowance balance using relevant available information, from internal and external sources, relating to past events, current economic conditions, and reasonable and supportable forecasts. The Company has determined that, for modeling current expected credit losses, the Company can reasonably estimate expected losses that incorporate current economic conditions and forecasted probability weighted economic scenarios up to a one-year period. Macroeconomic factors used in the models include such variables as unemployment rates, gross domestic product, and consumer price index. After the "reasonable and supportable" period, the Company reverts to its actual long-term historical loss experience in the historical observation period. The Company uses a straight-line reversion method over two years . Historical credit loss experience provides the basis for the estimation of expected credit losses. A portion of the allowance is comprised of qualitative adjustments to historical loss experience.
Qualitative adjustments consider the following factors, as applicable, for each of the Company’s loan portfolios: student loans in repayment versus those in non-paying status; delinquency status; type of private education, consumer, or other loan program; trends in defaults in the portfolio based on Company and industry data; past experience; trends in federally insured student loan claims rejected for payment by guarantors; changes in federal student loan programs; and other relevant qualitative factors.
The federal government guarantees 97% of the principal of and the interest on federally insured student loans disbursed on and after July 1, 2006 (and 98% for those loans disbursed on and after October 1, 1993 and prior to July 1, 2006), which limits the Company’s loss exposure on the outstanding balance of the Company’s federally insured portfolio. Federally insured student loans disbursed prior to October 1, 1993 are fully insured. Private education, consumer, and other loans, including financing receivables, are unsecured, with neither a government nor a private insurance guarantee. Accordingly, the Company bears the full risk of loss on these loans if the borrower and co-borrower, if applicable, default. The Company places private education, consumer, and other loans on nonaccrual status when the collection of principal and interest is 90 days past due and charges off the loan when the collection of principal and interest is 120 days or 180 days past due, depending on type of loan program. Collections, if any, are reflected as a recovery through the allowance for loan losses.
F - 16
NELNET, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(Dollars in thousands, except share amounts, unless otherwise noted)
Purchased Loans Receivable with Credit Deterioration (PCD)
The Company has purchased loans that have experienced more than insignificant credit deterioration since origination. A variety of factors are considered when identifying PCD loans, including, but not limited to delinquency, status, FICO scores, and other qualitative factors. These PCD loans are recorded at the amount paid. An allowance for loan losses is determined using the same methodology as for other loans held for investment. The sum of the loans’ purchase price and allowance for loan losses becomes its initial amortized cost basis. The difference between the initial amortized cost basis and the par value of the loan is a noncredit discount or premium, which is amortized or accreted into interest income over the life of the loan. Subsequent changes to the allowance for credit losses are recorded through provision expense.
Loan Accrued Interest Receivable
Accrued interest receivable on loans is combined and presented with the loans receivable amortized cost balance on the Company’s consolidated balance sheets.
For the Company’s federally insured loan portfolio, the Company records an allowance for credit losses for accrued interest receivables. For federally insured loans, accrued interest receivable is typically charged-off when the contractual payment of principal or interest has become greater than 270 days past due. Charge-offs of accrued interest receivable are recognized as a reduction to the allowance for loan losses.
For the Company’s private education, consumer, and other loan portfolios, the Company does not measure an allowance for credit losses for accrued interest receivables. For private education, consumer, and other loans, the accrual of interest is discontinued when the contractual payment of principal or interest has become 90 days past due. Charge-offs of accrued interest receivable are recognized by reversing interest income.
Cash and Cash Equivalents
The Company considers all investments with original maturities of three months or less to be cash equivalents. Cash and cash equivalents include amounts due to Nelnet Bank from the Federal Reserve Bank of $ 14.1 million and $ 30.5 million as of December 31, 2025 and 2024, respectively.
Investments
The Company accounts for purchases and sales of Non-Nelnet Bank debt securities on a settlement-date basis and Nelnet Bank debt securities on a trade-date basis. When an investment is sold, the cost basis is determined through specific identification of the security sold. The Company classifies its debt securities as either available-for-sale or held-to-maturity. Securities classified as available-for-sale are carried at fair value, with the changes in fair value, net of taxes, carried as a separate component of accumulated other comprehensive earnings in the consolidated statements of shareholders’ equity. The amortized cost of debt securities in this classification is adjusted for amortization of premiums and accretion of discounts, which are amortized using the effective interest rate method. For available-for-sale debt securities where fair value is less than amortized cost, credit-related impairment, if any, is recognized through an allowance for credit losses and adjusted each period for changes in credit risk. Securities in which the Company has the intent and ability to hold until maturity are classified as held-to-maturity. These securities are carried at amortized cost, with expected future credit losses, if any, recognized through an allowance for credit losses.
The Company classifies its residual interest in consumer, private education, and federally insured student loan securitizations as held-to-maturity beneficial interest investments. The Company measures accretable yield initially as the excess of all cash flows expected to be collected attributable to the beneficial interest estimated at the acquisition/transaction date over the initial investment and recognizes interest income over the life of the beneficial interest using the effective interest method. The Company continues to update, over the life of the beneficial interest, the expectation of cash flows to be collected. Beneficial interest investments are evaluated for impairment by comparing the carrying value of the investment to the present value of the cash flows expected to be collected at the current financial reporting date. If the carrying value is less than the present value of cash flows expected to be collected and the Company determines a credit loss has occurred, the Company records an allowance for credit losses for the difference. Subsequent favorable changes, if any, decrease the allowance for credit losses.
Equity investments with readily determinable fair values are measured at fair value, with changes in the fair value recognized through net income. For equity investments without readily determinable fair values, the Company uses the measurement alternative of cost minus impairment, if any, plus or minus changes resulting from observable price changes in orderly
F - 17
NELNET, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(Dollars in thousands, except share amounts, unless otherwise noted)
transactions for the identical or a similar investment of the same issuer. The Company uses qualitative factors to identify impairment on its measurement alternative investments.
The Company accounts for equity investments over which it has significant influence but not a controlling financial interest using the equity method of accounting. Equity method investments are recorded at cost and subsequently increased or decreased by the amount of the Company’s proportionate share of the net earnings or losses and other comprehensive income of the investee. Equity method investments are evaluated for other-than-temporary impairment using certain impairment indicators such as a series of operating losses of an investee or other factors. These factors may indicate that a decrease in value of the investment has occurred that is other-than-temporary and shall be recognized.
The Company accounts for its qualifying equity contributions to solar development partnerships under the proportional amortization method (PAM). The Company evaluates each solar tax equity contribution to determine if it meets the qualifications to apply the PAM. For qualifying contributions, the Company uses the flow-through method of accounting to account for the related tax credit. The flow-through method requires a partner to amortize its contributions through income tax expense (or benefit) as an offset to the nonrefundable income tax credits and other income tax benefits, such as tax deductions from operating losses of the partnership.
The Company accounts for its non-qualifying PAM solar development partnerships and certain other entities in which it has partial ownership (including, but not limited to, ALLO and real estate partnerships) under the Hypothetical Liquidation at Book Value (HLBV) method of accounting. The HLBV method of accounting is used by the Company for equity method investments when the liquidation rights and priorities as defined by an equity investment agreement differ from what is reflected by the underlying percentage ownership or voting interests. The Company applies the HLBV method using a balance sheet approach. A calculation is prepared at each balance sheet date to determine the amount that the Company would receive if an equity investment entity were to liquidate its net assets and distribute that cash to the investors based on the contractually defined liquidation priorities. The difference between the calculated liquidation distribution amounts at the beginning and the end of the reporting period, after adjusting for capital contributions and distributions, is the amount the Company recognizes for its share of the earnings or losses from the equity investment for the period.
Notes Receivable
Notes receivable exchanged for cash are recorded at amortized cost. Discounts, if any, upon issuance are accreted to income over the contractual life of the issued note, and interest income is accounted for on an accrual basis. The Company records an allowance for expected credit losses, if any, to present the net amount expected to be collected on the receivable as of the balance sheet date.
Restricted Cash and Restricted Investments
Restricted cash primarily includes amounts for student loan securitizations and other secured borrowings. This cash must be used to make payments related to trust obligations. Amounts on deposit in these accounts are primarily the result of timing differences between when principal and interest is collected on the loans held as trust assets and when principal and interest is paid on the trust's asset-backed debt securities. Restricted cash also includes collateral deposits with derivative counterparties and third-party clearinghouses.
In accordance with local insurance regulations, Nelnet Insurance Service’s consolidated captive insurance companies are required to hold collateral in third-party trusts related to its reinsurance treaties primarily consisting of property and casualty policies. The cash and investments in such trusts are classified by the Company as restricted. Restricted investments include student loan and other asset-backed securities classified as available-for-sale. In addition, Nelnet Insurance Services retains cash it collects on behalf of its third party to which it has retroceded a portion of its exposure.
Restricted Cash - Due to Customers
As a servicer of student loans, the Company collects student loan remittances and subsequently disburses these remittances to the appropriate lending entities. As part of the Company's Education Technology Services and Payments operating segment, the Company collects tuition payments and subsequently remits these payments to the appropriate schools. Cash collected for customers and the related liability are included in the consolidated balance sheets.
A portion of cash collected for customers in the Company's Education Technology Services and Payments operating segment are held at Nelnet Bank, in which Nelnet Bank can use these cash deposits for general operating purposes and is no longer
F - 18
NELNET, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(Dollars in thousands, except share amounts, unless otherwise noted)
considered restricted. As of December 31, 2025 and 2024, $ 49.0 million and $ 22.5 million, respectively, of cash collected for customers is held at Nelnet Bank.
Accounts Receivable
Accounts receivable are presented at their net realizable values, which include allowances for doubtful accounts. Allowance estimates are based upon expected loss considering individual customer experience, as well as the age of receivables and likelihood of collection.
Business Combinations
The Company uses the acquisition method in accounting for acquired businesses. Under the acquisition method, the financial statements reflect the operations of an acquired business starting from the completion of the acquisition. The assets acquired and liabilities assumed are recorded at their respective estimated fair values at the date of acquisition, with the exception of contract assets or liabilities generated from contracts with customers, which are measured as if the Company had originated the acquired contract. Any excess of the purchase price over the estimated fair values of the identifiable net assets acquired is recorded as goodwill. All contingent consideration is measured at fair value on the acquisition date and included in the consideration transferred in the acquisition. Contingent consideration classified as a liability is remeasured to fair value at each reporting date until the contingency is resolved, and changes in fair value are recognized in earnings.
Goodwill
The Company reviews goodwill for impairment annually (as of November 30) and whenever triggering events or changes in circumstances indicate its carrying value may not be recoverable. Goodwill is tested for impairment using a fair value approach at the reporting unit level. A reporting unit is the operating segment, or a business one level below that operating segment if discrete financial information is prepared and regularly reviewed by segment management. However, components are aggregated as a single reporting unit if they have similar economic characteristics.
The Company tests goodwill for impairment in accordance with applicable accounting guidance. The guidance provides an entity the option to first assess qualitative factors to determine whether the existence of events or circumstances leads to a determination that it is more likely than not (more than 50%) that the estimated fair value of a reporting unit is less than its carrying amount. If an entity elects to perform a qualitative assessment and determines that an impairment is more likely than not, the entity is then required to perform a quantitative impairment test. If the qualitative assessment determines that an impairment is not more likely than not, no further analysis is required. An entity also may elect not to perform the qualitative assessment and, instead, proceed directly to the quantitative impairment test.
For the 2025, 2024, and 2023 annual reviews of goodwill, the Company assessed qualitative factors, with the exception of one reporting unit in 2023, and concluded it was not more likely than not that the fair value of its reporting units was less than their carrying amount. As such, except for the one reporting unit in 2023, no further impairment analysis was required. For the one reporting unit in 2023 that the Company concluded it was more likely than not that the fair value was less than its carrying amount, the Company performed a quantitative impairment test and concluded there was an impairment. See note 11 for additional information.
Intangible Assets
The Company uses estimates to determine the fair value of acquired assets to allocate the purchase price to acquired intangible assets. Such estimates are generally based on estimated future cash flows or cost savings associated with particular assets and are discounted to present value using an appropriate discount rate. The estimates of future cash flows associated with intangible assets are generally prepared using a cost savings method, a lost income method, or an excess return method, as appropriate. In utilizing such methods, management must make certain assumptions about the amount and timing of estimated future cash flows and other economic benefits from the assets, the remaining economic useful life of the assets, and general economic factors concerning the selection of an appropriate discount rate. The Company may also use replacement cost or market comparison approaches to estimate fair value if such methods are determined to be more appropriate.
Intangible assets with finite lives are amortized over their estimated lives. Such assets are amortized using a method of amortization that reflects the pattern in which the economic benefits of the intangible asset are consumed or otherwise used up. If that pattern cannot be reliably determined, the Company uses a straight-line amortization method. The Company evaluates the estimated remaining useful lives of purchased intangible assets and whether events or changes in circumstances warrant a revision to the remaining periods of amortization.
F - 19
NELNET, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(Dollars in thousands, except share amounts, unless otherwise noted)
Property and Equipment
Property and equipment are carried at cost, net of accumulated depreciation. Maintenance and repairs are charged to expense as incurred, and major improvements, including leasehold improvements, are capitalized. Gains and losses from the sale of property and equipment are included in determining net income. The Company uses the straight-line method for recording depreciation over the estimated useful life of the asset. Leasehold improvements are amortized straight-line over the shorter of the lease term or estimated useful life of the asset. The Company evaluates the estimated remaining useful lives of property and equipment and whether events or changes in circumstances warrant a revision to the remaining periods of depreciation.
Leases
When the Company leases assets from others, it records right-of-use (ROU) assets and lease liabilities. The Company determines if the arrangement is, or contains, a lease at the inception of an arrangement and records the lease in the consolidated financial statements upon lease commencement, which is the date when the underlying asset is made available by the lessor. The Company primarily leases office and data center space and accounts for lease and non-lease components in these contracts together as a single, combined lease component. Leases with an initial term of 12 months or less are not recorded on the balance sheet. The lease expense for these leases is recognized on a straight-line basis over the lease term. All other ROU assets and lease liabilities are recognized based on the present value of lease payments over the lease term at the commencement date. The Company classifies each lease as operating or financing, with the income statement reflecting lease expense for operating leases and amortization/interest expense for financing leases. When the discount rate implicit in the lease cannot be readily determined, the Company uses its incremental borrowing rate.
Leases may include one or more options to renew, with renewal terms that can be extended. The exercise of lease renewal options for the majority of leases is at the Company's discretion. Renewal options that the Company is reasonably certain to exercise are included in the lease term. Certain leases include escalating rental payments or rental payments adjusted periodically for inflation. None of the lease agreements include any residual value guarantees, a transfer of title, or a purchase option that is reasonably certain to be exercised.
Impairment of Long-Lived Assets
The Company reviews its long-lived assets, such as property and equipment, purchased intangibles subject to amortization, and ROU assets, for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to estimated undiscounted future cash flows expected to be generated by the asset. If the carrying amount of an asset exceeds its estimated future cash flows, an impairment charge is recognized by the amount by which the carrying amount of the asset exceeds the fair value of the asset.
Assumptions and estimates about future cash flows generated by, remaining useful lives of, and fair values of the Company's intangible and other long-lived assets are complex and subjective. They can be affected by a variety of factors, including external factors such as industry and economic trends, and internal factors such as changes in the Company's business strategy and internal forecasts. Although the Company believes the historical assumptions and estimates used are reasonable and appropriate, different assumptions and estimates could materially impact the reported financial results.
Fair Value Measurements
The Company uses estimates of fair value in applying various accounting standards for its financial statements.
Fair value is defined as the price to sell an asset or transfer a liability in an orderly transaction between willing and able market participants. In general, the Company's policy in estimating fair values is to first look at observable market prices for identical assets and liabilities in active markets, where available. When these are not available, other inputs are used to model fair value, such as prices of similar instruments, yield curves, volatilities, prepayment speeds, default rates, and credit spreads, relying first on observable data from active markets. Depending on current market conditions, additional adjustments to fair value may be based on factors such as liquidity, credit, and bid/offer spreads. In some cases, fair values are based on estimates using present value or other valuation techniques. Those techniques are significantly affected by the assumptions used, including the discount rate and estimates of future cash flows. Transaction costs are not included in the determination of fair value. When possible, the Company seeks to validate the model's output to market transactions. Depending on the availability of observable inputs and prices, different valuation models could produce materially different fair value estimates. The values presented may not represent future fair values and may not be realizable. Additionally, there may be inherent weaknesses in any calculation
F - 20
NELNET, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(Dollars in thousands, except share amounts, unless otherwise noted)
technique, and changes in the underlying assumptions used, including discount rates and estimates of future cash flows, could significantly affect the estimates of current or future values.
The Company categorizes its fair value estimates based on a hierarchical framework associated with three levels of price transparency utilized in measuring assets and liabilities at fair value. Classification is based on the lowest level of input that is significant to the fair value of the instrument. The three levels include:
• Level 1: Quoted prices for identical instruments in active markets. The types of financial instruments included in Level 1 are highly liquid instruments with quoted prices.
• Level 2: Quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model-derived valuations whose inputs are observable or whose primary value drivers are observable.
• Level 3: Instruments whose primary value drivers are unobservable . Inputs are developed based on the best information available; however, significant judgment is required by management in developing the inputs.
Revenue Recognition
The Company applies the provisions of ASC Topic 606 , Revenue from Contracts with Customers ("Topic 606") , to its fee-based operating segments. The majority of the Company’s revenue earned in its NFS Division, including loan interest and derivative activity earned in its Asset Generation and Management and Nelnet Bank operating segments and reinsurance premiums earned in its Nelnet Insurance Services operating segment, is explicitly excluded from the scope of Topic 606. The Company recognizes revenue under the core principle of Topic 606 to depict the transfer of control of products and services to the Company’s customers in an amount reflecting the consideration to which the Company expects to be entitled. In order to achieve that core principle, the Company applies the following five-step approach: (1) identify the contract with a customer, (2) identify the performance obligations in the contract, (3) determine the transaction price, (4) allocate the transaction price to the performance obligations in the contract, and (5) recognize revenue when a performance obligation is satisfied. The Company’s contracts with customers often include promises to transfer multiple products and services to a customer. Determining whether products and services are considered distinct performance obligations that should be accounted for separately versus together may require significant judgment.
Timing of revenue recognition may differ from the timing of invoicing to customers. The Company records deferred revenue when revenue is received or receivable in advance of the delivery of service. For multi-year contracts, the Company generally invoices customers annually at the beginning of each annual coverage period. Payment terms and conditions vary by contract type, although terms generally include a requirement of payment within 30 to 60 days. In instances where the timing of revenue recognition differs from the timing of invoicing, the Company has determined its contracts do not include a significant financing component.
The Company recognizes an asset for the incremental costs of obtaining and/or fulfilling a contract with a customer if it expects the benefit of those costs to be longer than one year. Capitalized costs of obtaining and/or fulfilling a contract are amortized over the estimated life of the customer.
See note 17 for additional information related to the Company's fee-based operating segments. Additional information related to revenue earned in its Asset Generation and Management, Nelnet Bank, and Nelnet Insurance Services operating segments is provided below.
Loan interest income - The Company recognizes loan interest income as earned, net of amortization of loan premiums and deferred origination costs and the accretion of loan discounts and lender fees. Loan interest income is recognized based upon the expected yield of the loan after giving effect to interest rate reductions resulting from borrower utilization of incentives such as timely payments ("borrower benefits") and other yield adjustments. Loan premiums or discounts, deferred origination costs, lender fees, and borrower benefits are amortized/accreted over the estimated life of the loans, which includes an estimate of forecasted payments in excess of contractually required payments (the constant prepayment rate).
Loan interest on federally insured student loans is paid by the Department or the borrower, depending on the status of the loan at the time of the accrual. The Department makes quarterly interest subsidy payments on certain qualified FFELP loans until the student is required under the provisions of the Higher Education Act to begin repayment. Borrower repayment of FFELP loans normally begins within six months after completion of the borrower's course of study, leaving school, or ceasing to carry at least one-half the normal full-time academic load, as determined by the educational institution. Borrower repayment of PLUS
F - 21
NELNET, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(Dollars in thousands, except share amounts, unless otherwise noted)
and consolidation loans normally begins within 60 days from the date of loan disbursement. Borrower repayment of private education loans typically begins six months following the borrower's graduation from a qualified institution, and the interest is either paid by the borrower or capitalized annually or at repayment. Repayment of consumer and other loans typically starts upon origination of the loan.
The Department provides a special allowance to lenders participating in the FFEL Program. The special allowance rate is accrued based upon either the daily fiscal quarter average of the 13-week Treasury Bill auction rate, the daily fiscal quarter average of the three-month financial commercial paper rate, or the daily fiscal quarter average of the 30-day Average Secured Overnight Financing Rate (SOFR), relative to the yield of the student loan.
The constant prepayment rate currently used by the Company to amortize/accrete federally insured loan premiums/discounts is 6 % for both federally insured consolidation and Stafford loans. The Company periodically evaluates the assumptions used to estimate the life of the loans and prepayment rates. In instances where there are changes to the assumptions, amortization/accretion is adjusted on a cumulative basis to reflect the change since the acquisition of the loan. During the second quarter of 2024, the Company changed its estimate of the constant prepayment rate on its consolidation loans from 5 % to 6 %, which resulted in a $ 0.8 million increase to the Company’s net loan discount balance and a corresponding decrease to interest income.
The Company also pays the Department an annual 105 basis point rebate fee on Consolidation loans. These rebate fees are netted against loan interest income.
Reinsurance premiums earned and related expenses - The Company earns reinsurance premiums primarily on prospective property and casualty reinsurance contracts over the loss exposure or coverage period in proportion to the level of protection provided. Reinsurance premiums are recognized as income, net of amounts ceded to reinsurers, over the terms of the related contracts and polices, which is generally pro rata over a policy period of 12 months. Unearned premiums represent the portion of premiums written related to the unexpired terms of contracts and policies in force.
Acquisition costs are incurred when a contract or policy is issued and only the direct incremental costs related to the successful acquisition of new and renewal contract or policies are deferred and amortized over the same period in which the related premiums are earned. Acquisition costs consist principally of commissions and brokerage expenses and are shown net of commissions and brokerage expenses earned on ceded reinsurance.
The reserve for claims and claim expenses includes estimates for unpaid claims and claim expenses on reported losses as well as an estimate of losses incurred but not reported. The reserve is based on individual claims, case reserves, and other reserve estimates reported by insureds and ceding companies, and represents the estimated ultimate payment amounts. Inherent in the estimates of ultimate losses are expected trends in claim severity and frequency and other factors which could vary significantly as claims are settled. The reserves are adjusted regularly based upon experience. The Company performs a continuing review of its claims and claim expenses, including its reserving techniques and the impact of retroceded risk. Retrocession reinsurance treaties do not relieve the Company of its obligation to direct writing companies. The reserves are also reviewed regularly by qualified actuaries employed or contracted by the Company. Since the reserves are based on estimates, the ultimate liability may be more or less than such reserves. The effects of changes in such estimated reserves are included in the consolidated statements of income in the period in which the estimates are changed. Such changes in estimates could occur in a future period and may be material to the Company’s results of operations and financial position in such period.
Deposits and Interest Expense
Deposits are interest-bearing deposits and primarily consist of brokered certificates of deposit (CDs), retail and other savings deposits and CDs, and intercompany deposits. Retail and other savings deposits include deposits from Educational 529 College Savings plans, Health Savings plans, retirement savings plans, Short Term Federal Investment Trust (STFIT), and FDIC sweep deposits. CDs are accounts that have a stipulated maturity and interest rate. For savings accounts, the depositor may be required to give written notice of any intended withdrawal no less than seven days before the withdrawal is made. Generally, early withdrawal of brokered CDs is prohibited (except in the case of death or legal incapacity). Union Bank and Trust Company (“Union Bank”), a related party, is the program manager for the Educational 529 College Savings plans and trustee for the STFIT.
Nelnet Bank has intercompany deposits from Nelnet, Inc. and its subsidiaries. All intercompany deposits held at Nelnet Bank are eliminated for consolidated financial reporting purposes.
F - 22
NELNET, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(Dollars in thousands, except share amounts, unless otherwise noted)
For bonds and notes payable, interest expense is based upon contractual interest rates, adjusted for the amortization of debt issuance costs and the accretion of discounts. The amortization of debt issuance costs and accretion of discounts are recognized using the effective interest method.
Transfer of Financial Assets and Extinguishments of Liabilities
The Company accounts for loan sales and debt repurchases in accordance with applicable accounting guidance. If a transfer of loans qualifies as a sale, the Company derecognizes the loan and recognizes a gain or loss as the difference between the carrying basis of the loan sold and the consideration received. The Company from time to time repurchases its outstanding debt and records a gain or loss on the early extinguishment of debt based upon the difference between the carrying amount of the debt and the amount paid to the third party.
Derivative Accounting
All over-the-counter derivative contracts are cleared post-execution at the Chicago Mercantile Exchange (CME), a regulated clearinghouse. Clearing is a process by which a third party, the clearinghouse, steps in between the original counterparties and guarantees the performance of both, by requiring that each post liquid collateral on an initial (initial margin) and mark-to-market (variation margin) basis to cover the clearinghouse’s potential future exposure in the event of default.
The CME legally characterizes variation margin payments for over-the-counter derivatives they clear as settlements of the derivatives’ exposure rather than collateral against the exposure. For accounting and presentation purposes, the Company considers variation margin and the corresponding derivative instrument as a single unit of account. As such, variation margin payments are considered in determining the fair value of the centrally cleared derivative portfolio (“settled-to-market”). The Company records settled-to-market derivative contracts on its balance sheet with a fair value of zero due to the payment or receipt of variation margin between the Company and the CME settling the outstanding mark-to-market exposure on such derivatives to a balance of zero on a daily basis, and records the underlying daily changes in the market value of such derivative contracts that result in such receipts or payments on its income statement as realized derivative market value adjustments in “derivative market value adjustments and derivative settlements, net” on the consolidated statements of income.
The Company records derivative instruments that are not required to be cleared at a clearinghouse (non-centrally cleared derivatives) in the consolidated balance sheets on a gross basis as either an asset or liability measured at its fair value. Certain non-centrally cleared derivatives are subject to right of offset provisions with counterparties. For these derivatives, the Company does not offset fair value amounts executed with the same counterparty under a master netting arrangement. In addition, the Company does not offset fair value amounts recognized for derivative instruments with respect to the right to reclaim cash collateral (a receivable) or the obligation to return cash collateral (a payable). The Company determines the fair value for its non-centrally cleared derivative instruments using either pricing models that consider current market conditions and the contractual terms of the derivative instrument; or counterparty valuations. The factors that impact the fair value of the Company’s derivatives include interest rates, time value, the forward interest rate curve, and volatility assumptions.
Management has structured all of the Company's derivative transactions with the intent that each is economically effective; however, the majority of the Company's derivative instruments do not qualify for hedge accounting in the consolidated financial statements. As a result, the change in market value of derivative instruments is reported in current period earnings. Changes or shifts in the forward yield curve can significantly impact the valuation of the Company’s derivatives, and therefore impact the results of operations of the Company. The changes in fair value of derivative instruments, as well as the settlement payments made on such derivatives, are included in “derivative market value adjustments and derivative settlements, net” on the consolidated statements of income.
Certain derivative instruments have been designated as cash flow hedges. These hedges are used to manage exposure to variability in forecasted cash flows related to interest payments on variable-rate third-party deposits. For qualifying cash flow hedges, changes in the fair value are recognized in other comprehensive income in the consolidated financial statements and reclassified into earnings in the same period during which the hedged forecasted transaction affects earnings, which are included in “interest expense on bonds and notes payable and bank deposits”. The Company formally documents the hedging relationships, including the risk management objective and strategy for undertaking the hedge, the hedged item, the hedging instrument, and the nature of the risk being hedge. This process includes linking all derivatives that are designated as cash flow hedges to specific forecasted transactions. The Company formally assesses, both at inception and on an ongoing quarterly basis, whether the derivatives that are used in hedging transactions are highly effective in offsetting cash flows of hedged items.
F - 23
NELNET, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(Dollars in thousands, except share amounts, unless otherwise noted)
The Company discontinues hedge accounting prospectively if it is determined that the derivative is no longer effective in offsetting changes in cash flows of the hedged item; the derivative expires or is sold, terminated, or exercised; it is unlikely that a forecasted transaction will occur; or management determines that designation of the derivative as a hedging instrument is no longer appropriate.
Income Taxes
Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carry forwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. Unless an investment qualifies for proportional amortization, the Company uses the deferred method of accounting for its credits related to state tax incentives and investments that generate investment tax credits. The investment tax credits are recognized as a reduction to the related asset.
Income tax expense includes deferred tax expense, which represents a portion of the net change in the deferred tax asset or liability balance during the year, plus any change made in the valuation allowance, and current tax expense, which represents the amount of tax currently payable to or receivable from a tax authority plus amounts for expected tax deficiencies.
During the ordinary course of business, there are many transactions and calculations for which the ultimate tax determination is uncertain. As required by the ASC Topic 740, Income Taxes , the Company recognizes in the consolidated financial statements only those tax positions determined to be more likely than not of being sustained upon examination, based on the technical merits of the positions. It further requires that a change in judgment related to the expected ultimate resolution of uncertain tax positions be recognized in earnings in the period of such change. For unrecognized tax benefits that are expected to be settled using available tax credit carryforwards, the amounts are presented on the balance sheet as a reduction of deferred tax assets.
Compensation Expense for Stock Based Awards
The Company has a restricted stock plan that is intended to provide incentives to attract, retain, and motivate employees in order to achieve long term growth and profitability objectives. The restricted stock plan provides for the grant to eligible employees of awards of restricted shares of Class A common stock. The fair value of restricted stock awards is determined on the grant date based on the Company's stock price and is amortized to compensation cost over the related vesting periods, which range up to ten years . For those awards with only service conditions that have graded vesting schedules, the Company recognizes compensation expense on a straight-line basis over the requisite service period for each separately vesting portion of the award, as if the award was, in substance, multiple awards. Holders of restricted stock are entitled to receive dividends from the date of grant whether or not vested. The Company accounts for forfeitures as they occur.
The Company also has a directors stock compensation plan pursuant to which directors can elect to receive their annual retainer fees in the form of fully vested shares of Class A common stock, and also elect to defer receipt of such shares until the termination of their service on the board of directors. The fair value of grants under this plan is determined on the grant date based on the Company's stock price and is expensed over the board member's annual service period.
Restructuring Activities
From time to time, the Company may implement plans to restructure the business. In conjunction with these restructuring plans, involuntary benefit arrangements, and certain other costs that are incremental and incurred as a direct result of the restructuring plans, are recognized as restructuring charges.
Translation of Foreign Currencies
The Company’s foreign subsidiaries use the local currency of the countries in which they are located as their functional currency. Accordingly, assets and liabilities are translated into U.S. dollars (the Company’s reporting currency) using the exchange rates in effect on the consolidated balance sheet dates. Equity accounts are translated at historical rates, except for the change in retained earnings during the year, which is the result of the income statement translation process. Revenue and expense accounts are translated using the weighted-average exchange rate during the period. The cumulative translation adjustments associated with the net assets of foreign subsidiaries are recorded in accumulated other comprehensive earnings in the consolidated statements of shareholders’ equity.
F - 24
NELNET, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(Dollars in thousands, except share amounts, unless otherwise noted)
3. Partial Redemption of ALLO Investment
Nelnet had both voting and preferred membership interest ownership in ALLO. In June 2025, ALLO executed a financing transaction that resulted in gross proceeds to ALLO of $ 500 million (the “Financing”). In conjunction with the Financing, Nelnet, ALLO, and certain other ALLO members entered into a Membership Unit Redemption Agreement pursuant to which ALLO agreed to redeem certain of its membership interests from certain members of ALLO, including Nelnet (the “Transaction”). As part of the Transaction, ALLO redeemed all of Nelnet's outstanding preferred membership interest that was outstanding on June 4, 2025, including the preferred return accrued on such membership interest through the Transaction's closing date. In addition, ALLO redeemed more than 50 % of Nelnet’s voting membership interest in ALLO.
Upon closing, Nelnet received cash proceeds of $ 410.9 million from ALLO related to these redemptions and recognized a pre-tax gain of $ 175.0 million, attributable to the redemption of the voting membership interest. The gain is included in "gain on partial redemption of ALLO investment" on the Company's consolidated statements of income.
Following the closing of the Transaction, Nelnet maintains a significant voting equity interest in ALLO. Nelnet’s ownership of voting membership interest in ALLO decreased from 45 % to 27 %. The Company continues to account for its remaining 27 % voting membership interest in ALLO under the HLBV method of accounting, with the carrying value of such interest remaining at $ 0 .
F - 25
NELNET, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(Dollars in thousands, except share amounts, unless otherwise noted)
4. Loans and Accrued Interest Receivable and Allowance for Loan Losses
Loans and accrued interest receivable consisted of the following:
As of As of
December 31, 2025 December 31, 2024
Non-Nelnet Bank:
Federally insured loans:
Stafford and other $ 1,772,172 2,108,960
Consolidation 5,665,071 6,279,604
Total 7,437,243 8,388,564
Private education loans 139,209 221,744
Consumer loans and other financing receivables (a) 1,122,717 345,560
Non-Nelnet Bank loans 8,699,169 8,955,868
Nelnet Bank:
Federally insured loans:
Stafford and other 23,960 —
Consolidation 148,360 —
Total 172,320 —
Private education loans 518,634 482,445
Consumer and other loans 266,608 162,152
Nelnet Bank loans 957,562 644,597
Accrued interest receivable 528,936 549,283
Loan discount and deferred lender fees, net of unamortized loan premiums and deferred origination costs ( 46,894 ) ( 42,114 )
Allowance for loan losses:
Non-Nelnet Bank:
Federally insured loans ( 42,080 ) ( 49,091 )
Private education loans ( 6,894 ) ( 11,130 )
Consumer loans and other financing receivables ( 57,360 ) ( 38,468 )
Non-Nelnet Bank allowance for loan losses ( 106,334 ) ( 98,689 )
Nelnet Bank:
Federally insured loans ( 676 ) —
Private education loans ( 12,932 ) ( 10,086 )
Consumer and other loans ( 12,136 ) ( 6,115 )
Nelnet Bank allowance for loan losses ( 25,744 ) ( 16,201 )
$ 10,006,695 9,992,744
(a) Included in "consumer loans and other financing receivables" in the above table are Pay Later receivables that the Company began to purchase in the third quarter of 2025. As of December 31, 2025, the balance of Pay Later receivables was $ 744.2 million.
F - 26
NELNET, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(Dollars in thousands, except share amounts, unless otherwise noted)
The following table summarizes the allowance for loan losses as a percentage of the ending loan balance for each of the Company's loan portfolios:
As of As of
December 31, 2025 December 31, 2024
Non-Nelnet Bank:
Federally insured loans (a) 0.57 % 0.59 %
Private education loans 4.95 % 5.02 %
Consumer loans and other financing receivables (b) 5.11 % 11.13 %
Nelnet Bank:
Federally insured loans (a) 0.39 % —
Private education loans 2.49 % 2.09 %
Consumer and other loans 4.55 % 3.77 %
(a) The allowance for loan losses as a percent of the risk sharing component of federally insured student loans not covered by the federal guaranty for Non-Nelnet Bank was 19.3 % and 20.6 % as of December 31, 2025 and December 31, 2024, respectively, and for Nelnet Bank was 17.3 % as of December 31, 2025.
(b) In the third quarter of 2025, the Company began to purchase Pay Later receivables that have lower allowance rates.
Consumer Loan Sales
During 2025, 2024, and 2023, the Company sold $ 203.7 million, $ 148.0 million, and $ 670.7 million of consumer loans, respectively, and recognized net losses from such transactions of $ 2.7 million, $ 1.6 million, and $ 17.7 million, respectively. Consumer loans sold by the Company during these periods were to non-affiliated third parties who securitized such loans. As partial consideration received for the loans sold, the Company received residual interests in the loan securitizations that are included in "other investments and notes receivable, net" on the Company's consolidated balance sheets.
F - 27
NELNET, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(Dollars in thousands, except share amounts, unless otherwise noted)
Activity in the Allowance for Loan Losses
The following table presents the activity in the allowance for loan losses by portfolio segment:
Balance at beginning of period Provision (negative provision) for loan losses Charge-offs Recoveries Initial allowance on loans purchased with credit deterioration Loan sales Balance at end of period
Year ended December 31, 2025
Non-Nelnet Bank:
Federally insured loans $ 49,091 6,992 ( 13,741 ) — — ( 262 ) 42,080
Private education loans 11,130 ( 2,761 ) ( 2,397 ) 922 — — 6,894
Consumer loans and other financing receivables 38,468 45,030 ( 27,708 ) 1,570 — — 57,360
Nelnet Bank:
Federally insured loans — 482 ( 68 ) — — 262 676
Private education loans 10,086 8,696 ( 8,015 ) 1,105 1,060 — 12,932
Consumer and other loans 6,115 8,979 ( 3,304 ) 346 — — 12,136
$ 114,890 67,418 ( 55,233 ) 3,943 1,060 — 132,078
Year ended December 31, 2024
Non-Nelnet Bank:
Federally insured loans $ 68,453 ( 917 ) ( 18,445 ) — — — 49,091
Private education loans 15,750 ( 392 ) ( 5,045 ) 817 — — 11,130
Consumer loans and other financing receivables 11,742 29,000 ( 11,033 ) 1,349 — 7,410 38,468
Nelnet Bank:
Private education loans 3,347 7,830 ( 3,084 ) 762 1,231 — 10,086
Consumer and other loans 5,351 18,918 ( 11,091 ) 347 — ( 7,410 ) 6,115
$ 104,643 54,439 ( 48,698 ) 3,275 1,231 — 114,890
Year ended December 31, 2023
Non-Nelnet Bank:
Federally insured loans $ 83,593 4,303 ( 19,593 ) — 6 144 68,453
Private education loans 15,411 2,865 ( 3,306 ) 780 — — 15,750
Consumer loans and other financing receivables 30,263 ( 7,528 ) ( 12,467 ) 1,474 — — 11,742
Nelnet Bank:
Federally insured loans 170 ( 14 ) ( 12 ) — — ( 144 ) —
Private education loans 2,390 2,171 ( 1,214 ) — — — 3,347
Consumer and other loans — 6,245 ( 1,775 ) 881 — — 5,351
$ 131,827 8,042 ( 38,367 ) 3,135 6 — 104,643
During the periods presented above, the primary item impacting provision for loan losses was the establishment of an initial allowance for loans originated and acquired during the periods. Provision for loan losses was also impacted by the reversal of provision for consumer loans sold. Once a loan is classified as held for sale, any allowance for loan losses that existed immediately prior to the reclassification to held for sale is reversed through provision.
F - 28
NELNET, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(Dollars in thousands, except share amounts, unless otherwise noted)
The following table presents the reduction to provision for loan losses as a result of consumer loan sales during the periods presented:
Provision for current period Reduction to provision - loan sales Provision
(negative provision) for loan losses
Year ended December 31, 2025
Non-Nelnet Bank
Consumer loans and other financing receivables $ 74,016 ( 28,986 ) 45,030
Year ended December 31, 2024
Non-Nelnet Bank
Consumer loans and other financing receivables $ 42,529 ( 13,529 ) 29,000
Year ended December 31, 2023
Non-Nelnet Bank
Consumer loans and other financing receivables $ 49,807 ( 57,335 ) ( 7,528 )
The following table summarizes annualized net charge-offs as a percentage of average loans for each of the Company's loan portfolios:
Year ended December 31,
2025 2024 2023
Non-Nelnet Bank:
Federally insured loans 0.16 % 0.18 % 0.15 %
Private education loans 0.87 % 1.70 % 0.99 %
Consumer loans and other financing receivables (a) 4.61 % 7.58 % 5.67 %
Nelnet Bank:
Federally insured loans 0.06 % — 0.02 %
Private education loans 1.35 % 0.60 % 0.34 %
Consumer and other loans (b) 1.41 % 6.69 % 2.64 %
(a) In the third quarter of 2025, the Company began to purchase Pay Later receivables that have lower charge-off rates.
(b) Decrease in net charge-offs as a percentage of average loans in 2025 compared with 2024 was due to a change in mix of consumer loan portfolios that resulted in a portfolio of loans with an overall higher credit quality in 2025 compared with 2024 and Nelnet Bank exiting a consumer loan program in December 2024 that had previously incurred significant charge-offs.
Unfunded Loan Commitments
As of December 31, 2025 and 2024, Nelnet Bank had a liability of approximately $ 760,000 and $ 326,000 , respectively, related to $ 76.5 million and $ 40.7 million, respectively, of unfunded private education, consumer, and other loan commitments. When a new loan commitment is made, the Company records an allowance that is included in "other liabilities" on the consolidated balance sheet by recording a provision for loan losses. When the loan is funded, the Company transfers the liability to the allowance for loan losses. Below is a reconciliation of the provision for loan losses reported in the consolidated statements of income:
Year ended December 31,
2025 2024 2023
Provision for loan losses from allowance activity table above $ 67,418 54,439 8,042
Provision for unfunded loan commitments 433 168 73
Provision for loan losses reported in consolidated statements of income $ 67,851 54,607 8,115
F - 29
NELNET, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(Dollars in thousands, except share amounts, unless otherwise noted)
Key Credit Quality Indicators
Loan Status and Delinquencies
Key credit quality indicators for the Company’s federally insured, private education, consumer, and other loan portfolios are loan status, including delinquencies. The impact of changes in loan status is incorporated into the allowance for loan losses calculation. Delinquencies have the potential to adversely impact the Company’s earnings through increased servicing and collection costs and account charge-offs. Loans in repayment include loans on which borrowers are making interest only or fixed payments, as well as loans that have entered full principal and interest repayment status after any applicable grace period. The following table presents the Company’s loan status and delinquency amounts:
As of December 31,
2025 2024 2023
Federally insured loans - Non-Nelnet Bank:
Loans in-school/grace/deferment (a) $ 336,749 4.5 % $ 376,765 4.5 % $ 522,304 4.5 %
Loans in forbearance (b) 493,277 6.6 586,412 7.0 979,588 8.4
Loans in repayment status:
Loans current 5,701,660 86.3 % 6,374,897 85.9 % 8,416,624 82.6 %
Loans delinquent 31-60 days (c) 234,259 3.5 243,348 3.3 377,108 3.7
Loans delinquent 61-90 days (c) 147,645 2.2 166,474 2.2 254,553 2.5
Loans delinquent 91-120 days (c) 94,765 1.4 113,838 1.5 187,145 1.9
Loans delinquent 121-270 days (c) 280,899 4.3 380,823 5.1 685,829 6.7
Loans delinquent 271 days or greater (c)(d) 147,989 2.3 146,007 2.0 263,056 2.6
Total loans in repayment 6,607,217 88.9 100.0 % 7,425,387 88.5 100.0 % 10,184,315 87.1 100.0 %
Total federally insured loans 7,437,243 100.0 % 8,388,564 100.0 % 11,686,207 100.0 %
Accrued interest receivable 506,943 540,272 757,713
Loan discount, net of unamortized premiums and deferred origination costs ( 23,513 ) ( 21,513 ) ( 28,963 )
Allowance for loan losses ( 42,080 ) ( 49,091 ) ( 68,453 )
Total federally insured loans and accrued interest receivable, net of allowance for loan losses $ 7,878,593 $ 8,858,232 $ 12,346,504
Private education loans - Non-Nelnet Bank:
Loans in-school/grace/deferment (a) $ 3,094 2.2 % $ 5,997 2.7 % $ 9,475 3.4 %
Loans in forbearance (b) 3,049 2.2 2,089 0.9 2,529 0.9
Loans in repayment status:
Loans current 130,018 97.7 % 206,825 96.8 % 257,639 97.1 %
Loans delinquent 31-60 days (c) 1,253 0.9 3,424 1.6 3,395 1.3
Loans delinquent 61-90 days (c) 515 0.4 1,275 0.6 1,855 0.7
Loans delinquent 91 days or greater (c) 1,280 1.0 2,134 1.0 2,427 0.9
Total loans in repayment 133,066 95.6 100.0 % 213,658 96.4 100.0 % 265,316 95.7 100.0 %
Total private education loans 139,209 100.0 % 221,744 100.0 % 277,320 100.0 %
Accrued interest receivable 1,120 2,019 2,653
Loan discount, net of unamortized premiums ( 4,317 ) ( 6,350 ) ( 8,037 )
Allowance for loan losses ( 6,894 ) ( 11,130 ) ( 15,750 )
Total private education loans and accrued interest receivable, net of allowance for loan losses $ 129,118 $ 206,283 $ 256,186
F - 30
NELNET, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(Dollars in thousands, except share amounts, unless otherwise noted)
As of December 31,
2025 2024 2023
Consumer loans and other financing receivables - Non-Nelnet Bank:
Loans in forbearance (b) $ 1,698 0.2 % $ 150 0.0 % $ 146 0.2 %
Loans in repayment status:
Loans current 1,085,883 96.9 % 335,355 97.1 % 81,195 94.6 %
Loans delinquent 31-60 days (c) 13,723 1.2 3,667 1.1 2,035 2.4
Loans delinquent 61-90 days (c) 10,797 1.0 2,143 0.6 1,189 1.4
Loans delinquent 91 days or greater (c) 10,616 0.9 4,245 1.2 1,370 1.6
Total loans in repayment 1,121,019 99.8 100.0 % 345,410 100.0 100.0 % 85,789 99.8 100.0 %
Total consumer loans and other financing receivables 1,122,717 100.0 % 345,560 100.0 % 85,935 100.0 %
Accrued interest receivable 1,497 1,868 861
Loan discount and deferred lender fees, net of unamortized premiums ( 17,845 ) ( 10,713 ) ( 2,474 )
Allowance for loan losses ( 57,360 ) ( 38,468 ) ( 11,742 )
Total consumer loans and other financing receivables and accrued interest receivable, net of allowance for loan losses $ 1,049,009 $ 298,247 $ 72,580
Federally insured loans - Nelnet Bank (e):
Loans in-school/grace/deferment (a) $ 6,162 3.6 %
Loans in forbearance (b) 8,787 5.1
Loans in repayment status:
Loans current 141,357 89.9 %
Loans delinquent 30-59 days (c) 5,686 3.6
Loans delinquent 60-89 days (c) 2,703 1.7
Loans delinquent 90-119 days (c) 980 0.6
Loans delinquent 120-270 days (c) 4,844 3.1
Loans delinquent 271 days or greater (c)(d) 1,801 1.1
Total loans in repayment 157,371 91.3 100.0 %
Total federally insured loans 172,320 100.0 %
Accrued interest receivable 10,939
Loan premium 910
Allowance for loan losses ( 676 )
Total federally insured loans and accrued interest receivable, net of allowance for loan losses $ 183,493
Private education loans - Nelnet Bank (e):
Loans in-school/grace/deferment (a) $ 56,667 10.9 % $ 31,674 6.6 % $ 19,089 5.3 %
Loans in forbearance (b) 1,684 0.3 3,061 0.6 1,285 0.4
Loans in repayment status:
Loans current 451,221 98.0 % 439,569 98.2 % 338,448 99.5 %
Loans delinquent 30-59 days (c) 4,001 0.9 4,327 1.0 839 0.2
Loans delinquent 60-89 days (c) 2,327 0.5 1,497 0.3 253 0.1
Loans delinquent 90 days or greater (c) 2,734 0.6 2,317 0.5 606 0.2
Total loans in repayment 460,283 88.8 100.0 % 447,710 92.8 100.0 % 340,146 94.3 100.0 %
Total private education loans 518,634 100.0 % 482,445 100.0 % 360,520 100.0 %
Accrued interest receivable 6,599 4,103 2,023
Loan discount, net of unamortized premiums and deferred origination costs ( 5,686 ) ( 4,581 ) 5,608
Allowance for loan losses ( 12,932 ) ( 10,086 ) ( 3,347 )
Total private education loans and accrued interest receivable, net of allowance for loan losses $ 506,615 $ 471,881 $ 364,804
F - 31
NELNET, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(Dollars in thousands, except share amounts, unless otherwise noted)
As of December 31,
2025 2024 2023
Consumer and other loans - Nelnet Bank (e):
Loans in deferment $ 10,006 3.8 % $ 5,186 3.2 % $ 103 0.1 %
Loans in repayment status:
Loans current 254,448 99.2 % 155,772 99.2 % 69,584 96.3 %
Loans delinquent 30-59 days (c) 1,225 0.5 803 0.5 1,075 1.5
Loans delinquent 60-89 days (c) 560 0.2 243 0.2 941 1.3
Loans delinquent 90 days or greater (c) 369 0.1 148 0.1 649 0.9
Total loans in repayment 256,602 96.2 100.0 % 156,966 96.8 100.0 % 72,249 99.9 100.0 %
Total consumer and other loans 266,608 100.0 % 162,152 100.0 % 72,352 100.0 %
Accrued interest receivable 1,838 1,021 575
Loan premium, net of unaccreted discount 3,557 1,043 ( 6 )
Allowance for loan losses ( 12,136 ) ( 6,115 ) ( 5,351 )
Total consumer and other loans and accrued interest receivable, net of allowance for loan losses $ 259,867 $ 158,101 $ 67,570
(a) Loans for borrowers who still may be attending school or engaging in other permitted educational activities and are not yet required to make payments on the loans, e.g. , residency periods for medical students or a grace period for bar exam preparation for law students.
(b) Loans for borrowers who have temporarily ceased making full payments due to hardship or other factors, according to a schedule approved by the servicer consistent with the established loan program servicing procedures and policies.
(c) The period of delinquency is based on the number of days scheduled payments are contractually past due and relate to repayment loans, that is, receivables not charged off, and not in-school, grace, deferment, or forbearance.
(d) A portion of loans included in loans delinquent 271 days or greater includes loans in claim status, which are loans that have gone into default and have been submitted to the guaranty agency for reinsurance.
(e) For the periods presented for Nelnet Bank, the delinquency bucket periods conform with the delinquency bucket periods reflected in Nelnet Bank's Call Reports filed with the Federal Deposit Insurance Corporation.
FICO Scores
An additional key credit quality indicator for Nelnet Bank private education and consumer loans is FICO scores at the time of origination or purchase. The following tables highlight the gross principal balance of Nelnet Bank's portfolios, by year of origination, stratified by FICO score at the time of origination or purchase:
Nelnet Bank Private Education Loans
Loan balance as of December 31, 2025
2025 2024 2023 2022 2021 Prior years Total Percent of total
FICO at origination or purchase:
Less than 705 $ 5,540 2,788 2,909 4,061 3,519 18,772 37,589 7.2 %
705 - 734 9,056 4,795 7,480 17,048 6,565 14,410 59,354 11.4
735 - 764 12,256 5,534 7,073 26,369 11,066 21,511 83,809 16.2
765 - 794 16,293 6,471 5,035 40,851 20,858 26,025 115,533 22.3
Greater than 794 23,370 14,017 11,819 57,404 40,529 68,618 215,757 41.6
No FICO score available or required (a) — 2,275 4,317 — — — 6,592 1.3
$ 66,515 35,880 38,633 145,733 82,537 149,336 518,634 100.0 %
F - 32
NELNET, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(Dollars in thousands, except share amounts, unless otherwise noted)
Loan balance as of December 31, 2024
2024 2023 2022 2021 2020 Prior years Total Percent of total
FICO at origination or purchase:
Less than 705 $ 2,566 3,578 4,759 4,182 331 15,485 30,901 6.4 %
705 - 734 3,736 8,874 19,666 7,531 426 12,349 52,582 10.9
735 - 764 4,398 8,629 29,918 12,775 1,286 17,920 74,926 15.5
765 - 794 4,600 6,115 46,340 24,073 1,105 23,867 106,100 22.0
Greater than 794 9,971 15,471 67,454 49,408 4,406 63,258 209,968 43.5
No FICO score available or required (a) 2,476 5,492 — — — — 7,968 1.7
$ 27,747 48,159 168,137 97,969 7,554 132,879 482,445 100.0 %
Nelnet Bank Consumer and Other Loans
Loan balance as of December 31, 2025
2025 2024 2023 2022 2021 Prior years Total Percent of total
FICO at origination:
Less than 720 $ 13,054 16,301 1,618 — 275 1,210 32,458 12.2 %
720 - 769 24,995 36,292 3,621 15 5,231 6,686 76,840 28.8
Greater than 769 54,681 47,537 5,819 90 5,084 3,161 116,372 43.6
No FICO score available or required (a) 30,719 9,473 431 259 53 3 40,938 15.4
$ 123,449 109,603 11,489 364 10,643 11,060 266,608 100.0 %
Loan balance as of December 31, 2024
2024 2023 2022 2021 2020 Prior years Total Percent of total
FICO at origination:
Less than 720 $ 19,264 1,762 — 376 675 1,170 23,247 14.3 %
720 - 769 41,217 4,502 19 6,152 5,448 3,105 60,443 37.3
Greater than 769 57,323 6,577 103 5,834 2,755 1,165 73,757 45.5
No FICO score available or required (a) 3,936 437 277 55 — — 4,705 2.9
$ 121,740 13,278 399 12,417 8,878 5,440 162,152 100.0 %
(a) Loans with no FICO score available or required refers to loans issued to borrowers for which the Company cannot obtain a FICO score or are not required to under a special purpose credit program. Management proactively assesses the risk and size of this loan category and, when necessary, takes actions to mitigate the credit risk.
Nonaccrual Status
The Company does not place federally insured loans on nonaccrual status due to the government guaranty. The amortized cost of private education, consumer, and other loans on nonaccrual status, as well as the allowance for loan losses related to such loans, as of December 31, 2025, 2024, and 2023 was not material.
F - 33
NELNET, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(Dollars in thousands, except share amounts, unless otherwise noted)
Amortized Cost Basis by Origination Year
The following table presents the amortized cost of the Company's private education, consumer, and other loans by loan status and delinquency amount as of December 31, 2025, based on year of origination. Effective July 1, 2010, no new loan originations can be made under the FFEL Program and all new federal loan originations must be made under the Federal Direct Loan Program. As such, all the Company’s federally insured loans were originated prior to July 1, 2010.
2025 2024 2023 2022 2021 Prior years Total
Private education loans - Non-Nelnet Bank:
Loans in-school/grace/deferment $ — — — 264 1,187 1,643 3,094
Loans in forbearance — — — 47 217 2,785 3,049
Loans in repayment status:
Loans current — — 170 3,483 5,528 120,837 130,018
Loans delinquent 31-60 days — — — 53 36 1,164 1,253
Loans delinquent 61-90 days — — — — 5 510 515
Loans delinquent 91 days or greater — — — — 7 1,273 1,280
Total loans in repayment — — 170 3,536 5,576 123,784 133,066
Total private education loans $ — — 170 3,847 6,980 128,212 139,209
Accrued interest receivable 1,120
Loan discount, net of unamortized premiums ( 4,317 )
Allowance for loan losses ( 6,894 )
Total private education loans and accrued interest receivable, net of allowance for loan losses $ 129,118
Gross charge-offs - year ended December 31, 2025 $ — — — — 126 2,271 2,397
Consumer loans and other financing receivables - Non-Nelnet Bank:
Loans in forbearance $ 201 513 984 — — — 1,698
Loans in repayment status:
Loans current 1,039,652 25,621 19,091 1,061 198 260 1,085,883
Loans delinquent 31-60 days 11,899 1,066 566 177 15 — 13,723
Loans delinquent 61-90 days 9,411 852 506 28 — — 10,797
Loans delinquent 91 days or greater 7,487 1,706 696 654 73 — 10,616
Total loans in repayment 1,068,449 29,245 20,859 1,920 286 260 1,121,019
Total consumer loans and other financing receivables $ 1,068,650 29,758 21,843 1,920 286 260 1,122,717
Accrued interest receivable 1,497
Loan discount and deferred lender fees, net of unamortized premiums ( 17,845 )
Allowance for loan losses ( 57,360 )
Total consumer loans and other financing receivables and accrued interest receivable, net of allowance for loan losses $ 1,049,009
Gross charge-offs - year ended December 31, 2025 $ 9,364 11,244 6,753 321 17 9 27,708
F - 34
NELNET, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(Dollars in thousands, except share amounts, unless otherwise noted)
2025 2024 2023 2022 2021 Prior years Total
Private education loans - Nelnet Bank:
Loans in-school/grace/deferment $ 25,934 16,783 7,755 4,366 253 1,576 56,667
Loans in forbearance 109 7 218 472 417 461 1,684
Loans in repayment status:
Loans current 39,474 18,723 29,419 140,189 80,799 142,617 451,221
Loans delinquent 30-59 days 539 169 475 391 488 1,939 4,001
Loans delinquent 60-89 days 306 140 435 263 11 1,172 2,327
Loans delinquent 90 days or greater 153 58 331 52 569 1,571 2,734
Total loans in repayment 40,472 19,090 30,660 140,895 81,867 147,299 460,283
Total private education loans $ 66,515 35,880 38,633 145,733 82,537 149,336 518,634
Accrued interest receivable 6,599
Loan discount, net of unamortized premiums and deferred origination costs ( 5,686 )
Allowance for loan losses ( 12,932 )
Total private education loans and accrued interest receivable, net of allowance for loan losses $ 506,615
Gross charge-offs - year ended December 31, 2025 $ 11 538 1,330 1,062 539 4,535 8,015
Consumer and other loans - Nelnet Bank:
Loans in deferment $ 9,713 293 — — — — 10,006
Loans in repayment status:
Loans current 113,231 107,946 11,418 364 10,529 10,960 254,448
Loans delinquent 30-59 days 505 597 71 — — 52 1,225
Loans delinquent 60-89 days — 402 — — 114 44 560
Loans delinquent 90 days or greater — 365 — — — 4 369
Total loans in repayment 113,736 109,310 11,489 364 10,643 11,060 256,602
Total consumer and other loans $ 123,449 109,603 11,489 364 10,643 11,060 266,608
Accrued interest receivable 1,838
Loan premium, net of unaccreted discount 3,557
Allowance for loan losses ( 12,136 )
Total consumer and other loans and accrued interest receivable, net of allowance for loan losses $ 259,867
Gross charge-offs - year ended December 31, 2025 $ 61 1,956 476 — 523 288 3,304
F - 35
NELNET, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(Dollars in thousands, except share amounts, unless otherwise noted)
5. Bonds and Notes Payable
The following tables summarize the Company’s outstanding debt obligations by type of instrument:
As of December 31, 2025
Carrying
amount
Interest rate
range
Final maturity
Variable-rate bonds and notes issued in FFELP loan asset-backed securitizations:
Bonds and notes based on indices $ 6,448,212 4.35 % - 5.85 %
3/22/32 - 11/27/90
Bonds and notes based on auction 24,150 0.01 % - 5.10 %
3/22/32 - 8/25/37
Total FFELP variable-rate bonds and notes 6,472,362
Fixed-rate bonds and notes issued in FFELP loan asset-backed
securitizations 302,791 1.42 % - 3.45 %
10/25/67 - 8/27/68
FFELP loan warehouse facility 213,982 4.83 % / 4.84 %
1/29/27
Consumer loan warehouse and other facilities 767,951 5.01 % - 5.67 %
11/13/27 - 2/29/28
Variable-rate bonds and notes issued in private education loan asset-backed securitizations 35,770 5.15 % / 6.12 %
6/25/49 / 11/25/53
Fixed-rate bonds and notes issued in private education loan asset-backed securitization 27,391 7.15 %
11/25/53
Unsecured line of credit — — 9/22/26
Participation agreements 1,322 4.53 % - 5.82 %
5/4/26 / 7/28/32
7,821,569
Discount on bonds and notes payable and debt issuance costs ( 40,642 )
Total $ 7,780,927
As of December 31, 2024
Carrying
amount
Interest rate
range
Final maturity
Variable-rate bonds and notes issued in FFELP loan asset-backed securitizations:
Bonds and notes based on indices $ 6,923,824 4.89 % - 6.45 %
8/26/30 - 9/25/69
Bonds and notes based on auction 36,395 5.71 % - 5.72 %
3/22/32 - 8/25/37
Total FFELP variable-rate bonds and notes 6,960,219
Fixed-rate bonds and notes issued in FFELP loan asset-backed securitizations
346,359 1.42 % - 3.45 %
10/25/67 - 8/27/68
FFELP loan warehouse facilities 853,165 4.41 % - 4.69 %
1/31/26 / 4/1/26
Consumer loan warehouse facilities 90,000 4.46 % / 4.57 %
8/1/26 / 11/13/27
Variable-rate bonds and notes issued in private education loan asset-backed securitizations 54,973 5.90 % / 6.82 %
6/25/49 / 11/25/53
Fixed-rate bonds and notes issued in private education loan asset-backed securitizations 50,415 5.35 % / 7.15 %
12/28/43 / 11/25/53
Unsecured line of credit — — 9/22/26
Participation agreements 3,320 5.27 % - 5.82 %
5/4/25 / 1/30/33
8,358,451
Discount on bonds and notes payable and debt issuance costs ( 48,654 )
Total $ 8,309,797
F - 36
NELNET, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(Dollars in thousands, except share amounts, unless otherwise noted)
Warehouse and Other Facilities
The Company funds a portion of its loan acquisitions through the use of warehouse and other secured facilities. Loan warehousing allows the Company to buy and manage loans prior to transferring them into more permanent financing arrangements. The following table summarizes the Company's warehouse and other facilities as of December 31, 2025:
Type of loans Maximum financing amount Amount outstanding Amount available Expiration of liquidity provisions Final maturity date Advance rate Advanced as equity support
FFELP (a) $ 800,000 213,982 586,018 1/30/2026 1/29/2027 note (b) $ 17,071
Consumer loans and other financing receivables $ 925,000 767,951 157,049 11/13/2026 - 7/31/2027
11/13/2027 - 2/29/2028
50 % - 90 %
$ 121,949
(a) On January 30, 2026, the Company extended the liquidity provisions and final maturity date on this facility to July 31, 2026 and July 30, 2027, respectively.
(b) This facility has a static advance rate until the expiration date of the liquidity provisions. The maximum advance rates for this facility are 90 % to 96 %, and the minimum advance rates are 84 % to 90 %. In the event the liquidity provisions are not extended, the valuation agent has the right to perform a one-time mark to market on the underlying loans funded in this facility, subject to a floor. The loans would then be funded at this new advance rate until the final maturity date of the facility.
Asset-backed Securitizations
The Company has historically relied upon asset-backed securitizations as its most significant source of funding for loans. The net cash flow the Company receives from the securitized loans generally represents the excess amounts, if any, generated by the underlying loans over the amounts required to be paid to the bondholders, after deducting servicing fees and any other expenses relating to the securitizations. The Company’s rights to cash flow from securitized loans are subordinate to bondholder interests, and the securitized loans may fail to generate any cash flow beyond what is due to bondholders. The bonds and notes payable are primarily secured by the loans receivable, related accrued interest, and by the amounts on deposit in the accounts established under the respective financing agreements.
The following table summarizes the asset-backed securitization transaction completed during the year ended December 31, 2025. There were no asset-backed securitization transactions completed during the year ended December 31, 2024.
2025-1 Total (a)
Class A-1 Notes Class A-2 Notes
Date securities issued 11/13/25 11/13/25
Total original principal amount $ 168,200 525,000 693,200
Cost of funds SOFR Rate plus 0.75 %
SOFR Rate plus 0.95 %
Final maturity date 10/25/33 11/27/90
(a) Total original principal amount excludes the Class B subordinated tranche totaling $ 14.7 million that was retained by the Company at issuance.
Unsecured Line of Credit
The Company has a $ 495.0 million unsecured line of credit that has a maturity date of September 22, 2026. As of December 31, 2025, no amount was outstanding on the line of credit and $ 495.0 million was available for future use.
The line of credit agreement contains certain financial covenants that, if not met, lead to an event of default under the agreement. The covenants, which exclude Nelnet Bank, include, among others, maintaining:
• A minimum consolidated net worth
• A limitation on recourse indebtedness to adjusted EBITDA (over the last four rolling quarters)
• A limitation on recourse and non-recourse indebtedness
• A limitation on the amount of private education, consumer, and other (non-FFELP) loans in the Company’s portfolio
• A limitation on permitted investments, including business acquisitions that are not in one of the Company's existing lines of business
F - 37
NELNET, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(Dollars in thousands, except share amounts, unless otherwise noted)
As of December 31, 2025, the Company was in compliance with all of these requirements. Many of these covenants are duplicated in the Company's other lending facilities, including its warehouse facilities. The Company's operating line of credit does not have any covenants related to unsecured debt ratings. However, changes in the Company's ratings have modest implications on the pricing level at which the Company obtains funds. A default on the Company's other debt facilities would result in an event of default on the Company's unsecured line of credit that would result in the outstanding balance on the line of credit, if any, becoming immediately due and payable.
Nelnet Bank
Nelnet Bank has unsecured Federal Funds lines of credit with correspondent banks totaling $ 50.0 million at a stated interest rate at the time of borrowing. Nelnet Bank has also established accounts at the Federal Reserve Bank (FRB) and the Federal Home Loan Bank (FHLB), which are secured and accept pledges of eligible securities. In addition, FFELP and private education loans are accepted as collateral for FRB borrowings. As of December 31, 2025 and 2024, Nelnet Bank had no amounts drawn on its Federal Funds, FRB, or FHLB lines of credit. As of December 31, 2025, the Bank has $ 96.5 million of collateral pledged with the FRB that it may borrow against.
Debt Covenants
Certain bond resolutions and related credit agreements contain, among other requirements, covenants relating to restrictions on additional indebtedness, limits as to direct and indirect administrative expenses, and maintaining certain financial ratios. The Company is in compliance with all covenants of the bond indentures and related credit agreements as of December 31, 2025.
Maturity Schedule
Bonds and notes outstanding as of December 31, 2025 are due in varying amounts as shown below:
2026 $ 100
2027 216,933
2028 765,000
2029 —
2030 —
2031 and thereafter 6,839,536
$ 7,821,569
Generally, the Company's secured financing instruments can be redeemed on any interest payment date at par plus accrued interest. Subject to certain provisions, all bonds and notes are subject to redemption prior to maturity at the option of certain lending subsidiaries.
Debt Repurchases
The following table summarizes the Company's repurchases of its own debt. Gains/losses recorded by the Company from the repurchase of debt are included in “other, net” in "other income (expense)" on the Company’s consolidated statements of income.
Year ended December 31,
2025 2024 2023
Purchase price $ ( 759,587 ) ( 7,585 ) ( 5,112 )
Par value 763,340 7,671 5,941
Remaining unamortized costs ( 8,602 ) ( 32 ) ( 14 )
(Loss) gain, net $ ( 4,849 ) 54 815
The Company has repurchased certain of its own asset-backed securities (bonds and notes payable) in the secondary market or retained such instruments upon initial issuance. For accounting purposes, these notes are eliminated in consolidation and are not included in the Company's consolidated financial statements. However, these securities remain legally outstanding at the trust level and the Company could sell these notes to third parties, redeem the notes at par as cash is generated by the trust estate, or pledge the securities as collateral on repurchase agreements. Upon a sale of these notes to third parties, the Company
F - 38
NELNET, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(Dollars in thousands, except share amounts, unless otherwise noted)
would obtain cash proceeds equal to the market value of the notes on the date of such sale. As of December 31, 2025, the Company holds $ 292.2 million (par value) of its own FFELP asset-backed securities. Upon sale, these notes would be shown as "bonds and notes payable" in the Company's consolidated balance sheet.
Debt Redemptions
During 2024 and 2023, the Company redeemed $ 364.6 million and $ 188.6 million, respectively, of FFELP loan asset-backed debt securities (bonds and notes payable) prior to their maturity. The remaining unamortized debt discount associated with these bonds was written-off, resulting in a $ 6.3 million and $ 25.9 million non-cash expense recognized in 2024 and 2023, respectively. The expense related to the acceleration of unamortized debt discount costs is included in "interest expense on bonds and notes payable and bank deposits" on the consolidated statements of income.
6. Derivative Financial Instruments
Non-Nelnet Bank Derivatives
The Company uses settled-to-market derivative financial instruments to manage interest rate risk. The Company is exposed to interest rate risk in the form of basis risk and repricing risk because the interest rate characteristics of the Company's assets do not match the interest rate characteristics of the funding for those assets. The Company periodically reviews the mismatch related to the interest rate characteristics of its assets and liabilities together with the Company's outlook as to current and future market conditions. Based on those factors, the Company uses settled-to-market derivative instruments as part of its overall risk management strategy. Settled-to-market derivative instruments used as part of the Company's interest rate risk management strategy are discussed below.
Basis Swaps
The Company earns variable-rate interest on the majority of its FFELP student loan assets based on a 30-day average SOFR index while a portion of its FFELP loan assets is funded with 90-day average SOFR and 3-month CME term SOFR. The differing interest rate characteristics of the Company's loan assets versus the liabilities funding these assets results in basis risk, which impacts the Company's excess spread earned on its loans.
The Company also faces repricing risk due to the timing of the interest rate resets on its liabilities, which may occur as infrequently as once a quarter, in contrast to the timing of the interest rate resets on its variable-rate FFELP assets, which generally occur daily.
As of December 31, 2025, the Company’s AGM operating segment had $ 7.0 billion, $ 0.2 billion, and $ 0.2 billion of FFELP loans indexed to the 30-day average SOFR rate, three-month commercial paper rate, and the three-month treasury bill rate, respectively, the indices for which reset daily, and $ 1.4 billion of debt indexed to 90-day average SOFR and 3-month CME term SOFR, the indices for which reset quarterly, and $ 5.0 billion of debt indexed to 30-day average SOFR and 1-month CME term SOFR, the indices for which reset monthly.
The Company has used derivative instruments to hedge its basis risk and repricing risk on a portion of its FFELP student loan assets. The Company has entered into basis swaps in which the Company receives payments indexed to three-month SOFR and makes payments based on the one-month SOFR index (plus or minus a spread) as defined in the agreements (the "Basis Swaps").
The following table summarizes the Company’s Basis Swaps outstanding as of December 31, 2025 and 2024:
Maturity Notional amount
2026 $ 1,150,000
2027 250,000
$ 1,400,000
The weighted-average rate paid by the Company on the Basis Swaps as of December 31, 2025 and 2024 was the one-month SOFR index plus 10.4 basis points.
F - 39
NELNET, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(Dollars in thousands, except share amounts, unless otherwise noted)
Interest Rate Swaps – Floor Income Hedges
FFELP loans originated prior to April 1, 2006 generally earn interest at the higher of the borrower rate, which is fixed over a period of time, or a floating rate based on the Special Allowance Payments (SAP) formula set by the Department. The SAP rate is based on an applicable index plus a fixed spread that depends on loan type, origination date, and repayment status. The Company generally finances its student loan portfolio with variable-rate debt. In low and/or certain declining interest rate environments, when the fixed borrower rate is higher than the SAP rate, these student loans earn at a fixed rate while the interest on the variable-rate debt typically continues to reflect the low and/or declining interest rates. In these interest rate environments, the Company may earn additional spread income that it refers to as floor income.
Depending on the type of loan and when it was originated, the borrower rate is either fixed to term or is reset to an annual rate each July 1. As a result, for loans where the borrower rate is fixed to term, the Company may earn floor income for an extended period of time, which the Company refers to as fixed-rate floor income, and for those loans where the borrower rate is reset annually on July 1, the Company may earn floor income to the next reset date, which the Company refers to as variable-rate floor income. All FFELP loans first originated on or after April 1, 2006 effectively earn at the SAP rate, since lenders are required to rebate fixed-rate floor income and variable-rate floor income for these loans to the Department.
Absent the use of derivative instruments, a rise in interest rates may reduce the amount of floor income received and this may have an impact on earnings due to interest margin compression caused by increasing financing costs, until such time as the federally insured loans earn interest at a variable rate in accordance with their SAP formulas. In higher interest rate environments, where the interest rate rises above the borrower rate and fixed-rate loans effectively become variable-rate loans, the impact of the rate fluctuations is reduced.
As of December 31, 2025, 2024, and 2023, the Company had $ 411.0 million, $ 367.4 million, and $ 307.7 million, respectively, of FFELP student loan assets that were earning fixed-rate floor income.
The following table summarizes the outstanding derivative instruments used by the Company as of December 31, 2025 and 2024 to economically hedge loans earning fixed-rate floor income. For these derivative instruments, the Company receives payments based on SOFR, the majority of which reset quarterly.
Maturity Notional amount Weighted-average fixed rate paid by the Company
2026 $ 200,000 3.92 %
2028 50,000 3.56
2029 (a) 50,000 3.17
2030 100,000 3.63
$ 400,000 3.71 %
(a) This $ 50 million notional amount derivative has a forward effective start date in January 2026.
Nelnet Bank Derivatives
Nelnet Bank uses non-centrally cleared derivative instruments to hedge exposure to variability in cash flows from variable-rate intercompany and third-party deposits to minimize volatility from future changes in interest rates.
Interest Rate Swaps - Intercompany Deposits
Nelnet Bank’s derivatives used to hedge intercompany deposits are structured so that each is economically effective; however, because these derivatives are hedging intercompany deposits, the derivative instruments are not eligible for hedge accounting in the consolidated financial statements. As a result, the change in market value of these derivative instruments is reported in current period earnings and presented in "derivative market value adjustments and derivative settlements, net" included in the consolidated statements of income.
F - 40
NELNET, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(Dollars in thousands, except share amounts, unless otherwise noted)
The following table summarizes the outstanding derivative instruments used by Nelnet Bank to hedge intercompany deposits. For these derivatives, the Company receives monthly or quarterly payments based on SOFR that resets daily.
As of December 31, 2025 As of December 31, 2024
Maturity Notional amount Weighted-average fixed rate paid by the Company Notional amount Weighted-average fixed rate paid by the Company
2028 $ 40,000 3.33 % $ 40,000 3.33 %
2029 25,000 3.37 25,000 3.37
2030 (a) 50,000 3.06 50,000 3.06
2032 (b) 25,000 4.03 25,000 4.03
2033 25,000 3.90 25,000 3.90
2035 (c) 30,000 3.79 — —
$ 195,000 3.50 % $ 165,000 3.44 %
(a) These $ 25 million notional amount derivatives have forward effective start dates in April 2026 and May 2026, respectively.
(b) This $ 25 million notional amount derivative has a forward effective start date in February 2027.
(c) This $ 30 million notional amount derivative has a forward effective start date in May 2028.
Interest Rate Swaps - Third-Party Deposits
Nelnet Bank's derivatives used to hedge third-party deposits qualify as cash flow hedges. As such, the changes in the fair value of these derivatives are recognized in other comprehensive income, net of tax, in the consolidated financial statements. Derivative settlements for cash flow hedges are included in "interest expense" on the consolidated statements of income, which were not material for the year ended December 31, 2025.
The following table summarizes the outstanding derivative instruments used by Nelnet Bank to hedge third-party deposits. For these derivative instruments, the Company receives monthly payments based on SOFR that reset monthly.
As of December 31, 2025
Maturity Notional amount Weighted-average fixed rate paid by the Company
2030 $ 25,000 3.57 %
2035 25,000 3.87
$ 50,000 3.72 %
F - 41
NELNET, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(Dollars in thousands, except share amounts, unless otherwise noted)
Consolidated Financial Statement Impact Related to Derivatives
Balance Sheets
Nelnet Bank’s derivatives are not cleared post-execution at a regulated clearinghouse. As such, the Company records these derivative instruments in the consolidated balance sheets on a gross basis as either an asset (included in "other assets") or liability (included in "other liabilities") measured at fair value. The following table summarizes the fair value of the Company's Nelnet Bank derivatives as reflected in the consolidated balance sheets.
As of December 31,
2025 2024 2025 2024
Fair value of asset derivatives Fair value of liability derivatives
Interest rate swaps - intercompany deposits $ 614 3,232 1,243 53
Interest rate swaps - third-party deposits (cash flow hedges) — — 484 —
$ 614 3,232 1,727 53
Statements of Income
The following table summarizes the components of "derivative market value adjustments and derivative settlements, net" included in the consolidated statements of income related to derivative instruments that do not qualify for hedge accounting:
Year ended December 31,
2025 2024 2023
Settlements:
Basis swaps $ 619 929 1,544
Interest rate swaps - floor income hedges 1,475 4,288 23,044
Interest rate swaps - intercompany deposits 606 917 484
Total settlements - income 2,700 6,134 25,072
Change in fair value:
Basis swaps ( 576 ) ( 860 ) ( 567 )
Interest rate swaps - floor income hedges ( 5,620 ) 6,282 ( 39,683 )
Interest rate swaps - intercompany deposits ( 3,809 ) 4,702 ( 1,523 )
Other derivative instruments 907 — —
Total change in fair value - (expense) income ( 9,098 ) 10,124 ( 41,773 )
Derivative market value adjustments and derivative settlements, net - (expense) income $ ( 6,398 ) 16,258 ( 16,701 )
Derivative Instruments - Market Risk
Interest rate movements have an impact on the amount of variation margin and collateral the Company may be required to pay to its third-party clearinghouse and counterparties, respectively. The Company attempts to manage market risk associated with interest rates by establishing and monitoring limits as to the types and degree of risk that may be undertaken. The Company's derivative portfolio and hedging strategy is reviewed periodically by its internal risk committee, Board of Directors' Risk and Finance Committee, and Nelnet Bank’s Board of Directors (for Nelnet Bank derivatives). With the Company's current derivative portfolio, the Company does not currently anticipate any movement in interest rates having a material impact on its liquidity or capital resources, nor expects future movements in interest rates to have a material impact on its ability to meet variation margin and collateral payments.
F - 42
NELNET, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(Dollars in thousands, except share amounts, unless otherwise noted)
7. Investments and Notes Receivable
A summary of the Company's “total investments and notes receivable” follows:
As of December 31, 2025 As of December 31, 2024
Amortized cost Gross unrealized gains Gross unrealized losses Fair value Amortized cost Gross unrealized gains Gross unrealized losses Fair value
Investments at fair value:
Available-for-sale asset-backed securities
Non-Nelnet Bank:
FFELP loan $ 36,824 2,950 ( 129 ) 39,645 188,386 5,804 ( 896 ) 193,294
FFELP loan and other debt securities - restricted (a) 172,739 3,384 ( 323 ) 175,800 98,914 3,151 ( 78 ) 101,987
Private education loan (b) 197,568 20 ( 13,436 ) 184,152 237,288 — ( 18,118 ) 219,170
Other debt securities 55,874 2,528 — 58,402 32,552 2,500 — 35,052
Total Non-Nelnet Bank 463,005 8,882 ( 13,888 ) 457,999 557,140 11,455 ( 19,092 ) 549,503
Nelnet Bank:
FFELP loan 258,208 6,513 ( 798 ) 263,923 231,543 6,060 ( 270 ) 237,333
Private education loan 13,623 — ( 37 ) 13,586 1,596 — — 1,596
Other debt securities 569,528 1,433 ( 1,481 ) 569,480 296,944 1,775 ( 1,325 ) 297,394
Total Nelnet Bank 841,359 7,946 ( 2,316 ) 846,989 530,083 7,835 ( 1,595 ) 536,323
Total available-for-sale asset-backed securities $ 1,304,364 16,828 ( 16,204 ) 1,304,988 1,087,223 19,290 ( 20,687 ) 1,085,826
Equity securities and funds measured at net asset value 109,648 74,494
Total investments at fair value 1,414,636 1,160,320
Other investments and notes receivable (not measured at fair value):
Nelnet Bank: Held-to-maturity asset-backed securities
FFELP loan 211,299 203,439
Private education loan — 7,335
Total Nelnet Bank held-to-maturity asset-backed securities 211,299 210,774
Venture capital, funds, and other:
Measurement alternative (c) 227,962 200,782
Equity method 248,253 170,258
Total venture capital and funds 476,215 371,040
Real estate equity method 233,167 131,745
ALLO (d):
Voting interest/equity method — —
Preferred membership interest 10,148 225,614
Total interest in ALLO 10,148 225,614
Beneficial interest in loan securitizations (e):
Consumer loans, net of allowance for credit losses of $ 45,242 and $ 38,590 as of December 31, 2025 and December 31, 2024, respectively
139,752 142,764
Private education loans, net of allowance for credit losses of $ 5,560 and $ 901 as of December 31, 2025 and December 31, 2024, respectively
40,510 52,824
Federally insured student loans 14,568 18,221
Total beneficial interest in loan securitizations, net of allowance 194,830 213,809
Solar (f) ( 240,370 ) ( 155,048 )
Notes receivable 32,085 32,258
Tax liens, affordable housing, and other 15,961 10,184
Total other investments and notes receivable (not measured at fair value) 933,335 1,040,376
Total investments and notes receivable $ 2,347,971 $ 2,200,696
F - 43
NELNET, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(Dollars in thousands, except share amounts, unless otherwise noted)
(a) Represent investments held in third-party trusts as collateral for the Company’s reinsurance business.
(b) As sponsor of certain private education loan securitizations, the Company is required to provide a certain level of risk retention, and has purchased bonds issued in such securitizations to satisfy this requirement. The bonds purchased to satisfy the risk retention requirement are included in the above table. The Company must retain these investment securities until the latest of (i) the date the aggregate outstanding principal balance of the loans in the securitization is 33 % or less of the initial loan balance, and (ii) the date the aggregate outstanding principal balance of the bonds is 33 % or less of the aggregate initial outstanding principal balance of the bonds, at which time the Company can sell its investment securities (bonds) to a third party. The bonds purchased to satisfy the risk retention requirement are included in the above table and as of December 31, 2025, the par value and fair value of these securities was $ 197.2 million and $ 183.4 million, respectively.
(c) The Company has an interest in CompanyCam, Inc. (“CompanyCam”), a technology company that provides a photo-based, cloud managed application designed for contractors and field service professionals to document projects in real-time. On August 11, 2025, CompanyCam completed an additional equity raise and accepted tender offers to redeem existing equity holders with a portion of the proceeds. The Company redeemed a portion of its interests and received cash proceeds of $ 10.1 million and recognized a gain of $ 7.8 million. The Company accounts for its interests in CompanyCam using the measurement alternative method, which requires it to adjust its carrying value for changes resulting from observable market transactions. As a result of CompanyCam’s equity raise, the Company recognized a gain of $ 22.4 million during the third quarter of 2025 to adjust its carrying value of its remaining interest in CompanyCam to reflect the August 2025 transaction value. After the completion of this transaction, the Company's carrying amount of its remaining interest in CompanyCam is $ 31.7 million. The income statement activity from the Company's interest in CompanyCam is included in "other, net" in "other income (expense)" on the consolidated statements of income.
The Company has an investment in Hudl, Inc. (“Hudl”). During the first quarter of 2025, the Company acquired additional ownership interests in Hudl for $ 3.8 million from existing Hudl investors. This transaction was not considered an observable market transaction (not orderly) because it was not subject to customary marketing activities. Accordingly, the Company did not adjust its carrying value of its Hudl investment to the transaction value. As of December 31, 2025, the carrying amount of the Company's investment in Hudl was $ 172.5 million. David S. Graff, who has served on the Company's Board of Directors since May 2014, is CEO, co-founder, and a director of Hudl.
(d) On June 4, 2025, the Company redeemed a portion of its voting membership interest in ALLO and all its outstanding preferred membership interest, including the preferred return accrued on such membership interest through June 3, 2025. See note 3 for additional information. The Company's voting membership interest in ALLO is accounted for using the HLBV method of accounting. Using the HLBV method of accounting, the Company recognized $ 10.7 million of losses during the first quarter of 2024, reducing the carrying value of the voting membership interest to $ 0 . Absent additional equity contributions with respect to ALLO's voting membership interest, the Company will not recognize additional losses for its voting membership interest in ALLO. Prior to redeeming all its outstanding preferred membership interest in June 2025, the Company recognized income on its ALLO preferred membership interest of $ 14.4 million, $ 17.5 million, and $ 9.1 million during the years ended December 31, 2025, 2024, and 2023, respectively.
During the fourth quarter of 2025, the Company contributed $ 10.0 million of non-voting preferred membership interest of ALLO, which earn a preferred annual return of 20.0 %. Including the preferred return that was capitalized on December 31, 2025, the outstanding balance of preferred membership interest was $ 10.1 million as of December 31, 2025.
The income statement activity from the Company's interest in ALLO is included in "other, net" in "other income (expense)" on the consolidated statements of income.
(e) The Company has partial ownership in certain consumer, private education, and federally insured student loan securitizations, which are accounted for as held-to-maturity beneficial interest investments. As of the latest remittance reports filed by the various trusts prior to or as of December 31, 2025, the Company's ownership correlates to approximately $ 1.15 billion, $ 400 million, and $ 280 million of consumer, private education, and federally insured student loans, respectively, included in these securitizations.
The Company has recorded an allowance for credit losses (and related provision expense) related to certain loan securitizations due primarily to an increase in cumulative loss expectations of $ 11.3 million and $ 39.5 million during the years ended December 31, 2025 and 2024, respectively, which is included in “provision for beneficial interests” on the consolidated statements of income.
(f) The Company has equity interests in partnerships that make solar tax equity contributions in entities that promote renewable energy sources. Due to the management and control of each of these partnerships, such partnerships that invest in tax equity are consolidated on the Company’s consolidated financial statements, with the third-party partner’s portion being presented as noncontrolling interests. As of December 31, 2025, the Company has contributed a total of $ 355.6 million, and third-party partners have contributed $ 416.0 million, in tax equity to renewable energy solar partnerships that support the development and operations of solar, fuel cell, and battery storage projects across the United States. The Company’s carrying value in a solar project is reduced by tax credits earned when the solar project is placed in service. As of December 31, 2025, the Company and its third-party partners have earned $ 419.7 million and $ 454.6 million, respectively, of tax credits on those projects that remain outstanding. The Company’s negative carrying value related to solar tax partnerships on the consolidated balance sheet of $ 240.4 million as of December 31, 2025 represents the sum of total tax credits earned on solar projects placed in service through December 31, 2025 and the calculated HLBV cumulative net losses being larger than the total contributions made by the Company and its syndication
F - 44
NELNET, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(Dollars in thousands, except share amounts, unless otherwise noted)
partners on such projects. The negative carrying value as of December 31, 2025, excluding the portion owned by syndication partners that is reflected as "noncontrolling interests" on the consolidated balance sheet, was $ 109.6 million.
The Company accounts for its solar tax equity interests using the HLBV method of accounting. For most of these partnerships, the HLBV method results in accelerated losses during the early years of the investment, followed by gains recognized at the conclusion of the contractual agreement (generally 5 years). The following table presents (i) HLBV losses recognized by the Company and gains recognized upon the sale of partnership interests, including amounts attributable to third-party noncontrolling interest partners (syndication partners), which are included in “other, net” in "other income (expense)" on the consolidated statements of income, (ii) solar net losses and gains attributed to noncontrolling interest partners included in “net loss attributable to noncontrolling interests” on the consolidated statements of income, and (iii) the recognized pre-tax net loss attributable to the Company:
Year ended December 31,
2025 2024 2023
Losses from HLBV accounting (gross) $ ( 49,762 ) ( 21,774 ) ( 58,195 )
Gains from sales (gross) 20,733 15,297 ( 1,450 )
Losses from solar investments, net ( 29,029 ) ( 6,477 ) ( 59,645 )
Less: losses attributable to noncontrolling members, net ( 27,930 ) ( 4,599 ) ( 37,875 )
Net loss attributable to the Company $ ( 1,099 ) ( 1,878 ) ( 21,770 )
The following table presents, by remaining contractual maturity, the amortized cost and fair value of debt securities as of December 31, 2025:
As of December 31, 2025
1 year or less After 1 year through 5 years After 5 years through 10 years After 10 years Total
Available-for-sale asset-backed securities
Non-Nelnet Bank:
FFELP loan $ — 205 2,532 34,087 36,824
FFELP loan and other debt securities - restricted — 13,107 42,778 116,854 172,739
Private education loan — — 206 197,362 197,568
Other debt securities — 100 20,983 34,791 55,874
Total Non-Nelnet Bank — 13,412 66,499 383,094 463,005
Fair value — 13,532 66,526 377,941 457,999
Nelnet Bank:
FFELP loan 47,004 12,731 20,863 177,610 258,208
Private education loan — — 13,264 359 13,623
Other debt securities — 26,298 107,297 435,933 569,528
Total Nelnet Bank 47,004 39,029 141,424 613,902 841,359
Fair value 46,663 39,044 141,574 619,708 846,989
Total available-for-sale asset-backed securities at amortized cost $ 47,004 52,441 207,923 996,996 1,304,364
Total available-for-sale asset-backed securities at fair value $ 46,663 52,576 208,100 997,649 1,304,988
Held-to-maturity asset-backed securities
Nelnet Bank:
FFELP loan - amortized cost $ — 2,474 12,994 195,831 211,299
FFELP loan - fair value $ — 2,492 12,835 200,395 215,722
Beneficial interest in loan securitizations (a):
Amortized cost $ — — — — 194,830
Fair value $ — — — — 211,398
(a) The Company's beneficial interest in loan securitizations is not due at a single maturity date.
F - 45
NELNET, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(Dollars in thousands, except share amounts, unless otherwise noted)
The following table summarizes the unrealized positions for held-to-maturity asset-backed securities investments and the beneficial interest in loan securitizations as of December 31, 2025:
Carrying value Gross unrealized gains Gross unrealized losses Fair value
Asset-backed securities $ 211,299 5,156 ( 733 ) 215,722
Beneficial interest in loan securitizations 194,830 18,149 ( 1,581 ) 211,398
The following table presents securities classified as available-for-sale that have gross unrealized losses as of December 31, 2025 and the fair value of such securities as of December 31, 2025. These securities are segregated between investments that had been in a continuous unrealized loss position for less than twelve months and twelve months or more, based on the point in time that the fair value declined below the amortized cost basis. All securities in the table below have been evaluated to determine if a credit loss exists. As part of that assessment, the Company concluded it currently has the intent and ability to retain these investments, and none of the unrealized losses were due to credit losses.
As of December 31, 2025
Unrealized loss position less than 12 months Unrealized loss position 12 months or more Total
Unrealized loss Fair value Unrealized loss Fair value Unrealized loss Fair value
Available-for-sale asset-backed securities
Non-Nelnet Bank:
FFELP loan $ ( 8 ) 2,272 ( 121 ) 2,131 ( 129 ) 4,403
FFELP loan and other debt securities - restricted ( 216 ) 42,294 ( 107 ) 4,904 ( 323 ) 47,198
Private education loan ( 32 ) 12,762 ( 13,404 ) 146,727 ( 13,436 ) 159,489
Total Non-Nelnet Bank ( 256 ) 57,328 ( 13,632 ) 153,762 ( 13,888 ) 211,090
Nelnet Bank:
FFELP loan ( 502 ) 85,148 ( 296 ) 14,786 ( 798 ) 99,934
Private education loan ( 37 ) 13,228 — — ( 37 ) 13,228
Other debt securities ( 670 ) 169,591 ( 811 ) 4,822 ( 1,481 ) 174,413
Total Nelnet Bank ( 1,209 ) 267,967 ( 1,107 ) 19,608 ( 2,316 ) 287,575
Total available-for-sale asset-backed securities $ ( 1,465 ) 325,295 ( 14,739 ) 173,370 ( 16,204 ) 498,665
The following table summarizes the gross proceeds received and gross realized gains and losses related to sales of available-for-sale asset-backed securities:
Year ended December 31,
2025 2024 2023
Gross proceeds from sales $ 289,001 445,946 963,117
Gross realized gains $ 3,558 5,775 4,517
Gross realized losses ( 1,449 ) ( 1,241 ) ( 8,021 )
Net gains $ 2,109 4,534 ( 3,504 )
F - 46
NELNET, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(Dollars in thousands, except share amounts, unless otherwise noted)
Summarized Financial Information of Equity Method Investments
The Company evaluates each of its equity method investments to determine if any are significant as defined in the regulations promulgated by the SEC. The Company’s equity method investments include venture capital, solar development partnerships, ALLO, and real estate partnerships, certain of which are accounted for under the HLBV method of accounting. As of and for the years ended December 31, 2025, 2024, and 2023, no individual equity method investment met the significance criteria. As such, the Company is not required to present separate financial statements for any of its equity method investments.
The following tables present summarized financial information for the Company’s equity method investments, aggregated and reported on a one‑quarter lag, assuming 100% ownership. For periods in which an equity method investment is recognized, the summarized financial information reflects activity from the date of recognition. Conversely, for periods in which an equity method investment is derecognized, the summarized financial information reflects activity through the date of derecognition.
As of September 30,
2025 2024
Total assets $ 6,203,730 5,176,324
Total liabilities $ 4,634,669 3,181,369
Twelve months ended September 30,
2025 2024 2023
Revenues $ 924,665 591,951 476,708
Net income (loss) $ ( 68,800 ) ( 112,378 ) ( 102,285 )
8. Intangible Assets
Intangible assets consisted of the following:
Weighted-average remaining useful life as of
December 31, 2025 (months)
As of December 31,
2025 2024
Amortizable intangible assets, net:
Customer relationships (net of accumulated amortization of $ 58,561 and $ 54,644 , respectively)
87 $ 29,283 34,960
Trade name (net of accumulated amortization of $ 205 )
— — 565
Computer software (net of accumulated amortization of $ 917 )
— — 803
Total amortizable intangible assets, net 87 $ 29,283 36,328
The Company recorded amortization expense on its intangible assets of $ 7.0 million, $ 8.5 million, and $ 17.0 million during the years ended December 31, 2025, 2024, and 2023, respectively. The Company will continue to amortize intangible assets over their remaining useful lives. As of December 31, 2025, the Company estimates it will record amortization expense as follows:
2026 $ 5,591
2027 5,522
2028 5,277
2029 3,931
2030 3,769
2031 and thereafter 5,193
$ 29,283
F - 47
NELNET, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(Dollars in thousands, except share amounts, unless otherwise noted)
9. Goodwill
A summary of goodwill by reportable operating segment follows:
Nelnet Financial Services
Loan Servicing and Systems Education Technology Services and Payments Asset
Generation and
Management (a) Nelnet Bank NFS Other Operating Segments Corporate and Other Activities Total
Goodwill as of December 31, 2023, 2024, and 2025 $ 23,639 92,507 41,883 — — — 158,029
(a) As a result of the Reconciliation Act of 2010, the Company no longer originates new FFELP loans, and net interest income from the Company's existing FFELP loan portfolio will decline over time as the Company's portfolio pays down. As a result, as this revenue stream winds down, goodwill impairment will be triggered for the FFELP Portfolio reporting unit (included in the AGM operating segment) due to the passage of time and depletion of projected cash flows stemming from its FFELP student loan portfolio.
10. Property and Equipment
Property and equipment consisted of the following:
As of December 31,
Useful life 2025 2024
Computer equipment and software 1 - 5 years
$ 283,649 280,947
Building and building improvements 5 - 48 years
46,067 50,078
Office furniture and equipment 1 - 10 years
15,447 17,598
Transportation equipment 5 - 10 years
10,101 7,012
Leasehold improvements 1 - 15 years
4,230 6,153
Land — 2,992 3,214
Solar facilities 35 years
975 10,398
Construction in progress — 5,271 17,591
368,732 392,991
Accumulated depreciation ( 293,200 ) ( 297,806 )
Total property and equipment, net $ 75,532 95,185
The Company recorded depreciation expense on its property and equipment of $ 26.5 million, $ 49.6 million, and $ 62.1 million during the years ended December 31, 2025, 2024, and 2023, respectively.
F - 48
NELNET, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(Dollars in thousands, except share amounts, unless otherwise noted)
11. Impairment Expense and Restructure Charges
Impairment Expense
The following table presents the impairment charges by asset and reportable operating segment:
Nelnet Financial Services
Loan Servicing and Systems Education Technology Services and Payments Asset
Generation and
Management Nelnet Bank NFS Other Operating Segments Corporate and Other Activities Total
Year ended December 31, 2025
Property and equipment - solar facilities (a) $ — — — — — 11,767 11,767
Investments - real estate and venture capital (b) — — — — 4,001 3,575 7,576
Investments - solar tax equity (b) — — — — — 5,761 5,761
Leases, buildings, and associated improvements (c) — — — — — 3,363 3,363
Property and equipment - internally developed software — 1,145 — — — — 1,145
$ — 1,145 — — 4,001 24,466 29,612
Year ended December 31, 2024
Property and equipment - solar facilities (a) — — — — — 1,170 1,170
Leases, buildings, and associated improvements (c) 736 — — — — — 736
Other assets - solar inventory (a) — — — — — 695 695
Investments - venture capital (b) — — — — — 537 537
$ 736 — — — — 2,402 3,138
Year ended December 31, 2023
Leases, buildings, and associated improvements (c) $ 296 — — — — 4,678 4,974
Property and equipment - internally developed software — 4,310 — — — — 4,310
Investments - venture capital (b) — — — — — 2,060 2,060
Goodwill (d) — — — — — 18,873 18,873
Intangible assets (d) — — — — — 1,708 1,708
$ 296 4,310 — — — 27,319 31,925
(a) In 2025, the Company recorded non-cash impairment charges related to certain solar energy facilities which are operated under long-term power purchase agreements. During the period, the Company identified negative indicators, including reduced forecasted cash flows and operational underperformance which resulted in a determination that the carrying amount of the affected solar asset group was not recoverable. In addition, the Company received notification of a customer contract cancellation related to its solar construction business resulting in a non-cash impairment charge on construction in progress of $ 1.9 million.
In 2024, the Company announced its decision to discontinue residential solar construction operations and focus exclusively on the commercial solar market. In connection with this change, the Company recognized non-cash impairment charges on certain solar facilities and inventory related to residential operations.
(b) The Company recorded non-cash impairment charges related to certain real estate partnerships, venture capital interests, and its ownership in a solar development project after identifying indicators of an other-than-temporary decline in value. These indicators included a series of sustained operating losses, deteriorating financial performance, and evidence that the Company may be unable to recover the carrying amount of the investments.
(c) The Company recorded non-cash impairment charges related to operating lease assets and associated leasehold improvements as a result of the Company consolidating office space. The Corporate and Other Activities amount for the year ended December 31, 2023 includes a $ 2.4 million lease termination fee paid to Union Bank, a related party.
F - 49
NELNET, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(Dollars in thousands, except share amounts, unless otherwise noted)
(d) As part of the annual goodwill impairment assessment, the Company determined it was more likely than not that the estimated fair value of the Company’s solar construction operating segment (GRNE) was less than its carrying amount, requiring a quantitative assessment. The Company used the discounted cash flow method under the income approach to estimate the fair value of the reporting unit, which concluded that the estimated fair value was less than its carrying amount. As a result, the Company recorded a non-cash impairment charge. No remaining goodwill is attributable to the GRNE operating segment. The Company also recorded a non-cash impairment charge for all the remaining intangible assets related to GRNE.
Restructure Charges - Loan Servicing and Systems (LSS)
In June 2024, the Company announced a reduction in headcount after the completion of the transfer of direct loan servicing volume to one platform and the required servicing platform enhancements for the Company's new student loan servicing contract with the Department. Approximately 220 associates who work in LSS, including some in related shared services that support LSS, were notified their positions were being eliminated. The Company incurred a charge of $ 7.1 million related to these staff reductions , which is included in "salaries and benefits" in the consolidated statements of income. The charge was recognized over the service period through December 31, 2024.
In March 2023, the Company announced a reduction in staff due to the Department’s March 2023 announcement to reduce the monthly fee earned by the Company under its legacy Department student loan servicing contract and the notification by the Department in February 2023 of its intention to transfer up to one million of the Company’s existing Department servicing borrowers to another servicer. Approximately 550 associates who work in LSS, including some in related shared services that support LSS, were notified their positions were being eliminated. The Company incurred a charge of $ 4.3 million related to the staff reductions, which is included in "salaries and benefits" in the consolidated statements of income.
As a result of the decommissioning of the Great Lakes’ platform in the fourth quarter of 2023, the Company incurred a charge of $ 3.5 million related to staff reductions, including some in related shared services that support LSS, which is included in "salaries and benefits" in the consolidated statements of income.
12. Bank Deposits
The following table summarizes Nelnet Bank’s interest-bearing deposits, excluding intercompany deposits. As of December 31, 2025 and 2024, Nelnet Bank had intercompany deposits from Nelnet, Inc. and its subsidiaries totaling $ 93.8 million and $ 68.5 million, respectively, including a $ 40.0 million pledged deposit from Nelnet, Inc. as required under a Capital and Liquidity Maintenance Agreement with the FDIC. All intercompany deposits held at Nelnet Bank are eliminated for consolidated financial reporting purposes.
As of December 31,
2025 2024
Retail and other savings $ 1,337,873 916,475
Brokered CDs, net of brokered deposit fees 311,015 247,872
Retail and other CDs, net of issuance fees 20,285 21,784
Total interest-bearing deposits $ 1,669,173 1,186,131
Brokered deposit fees associated with the brokered CDs are amortized into interest expense using the effective interest rate method. The Bank recognized deposit issuance fee expense, which includes brokered deposit fees, of $ 0.5 million, $ 0.3 million, and $ 0.2 million during the years ended December 31, 2025, 2024, and 2023, respectively. Fees paid to third parties related to these deposits were $ 0.8 million and $ 0.4 million during the years ended December 31, 2025 and 2024, respectively. There were no fees paid to third parties for the year ended December 31, 2023.
F - 50
NELNET, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(Dollars in thousands, except share amounts, unless otherwise noted)
The following table presents the remaining maturities of certificates of deposit as of December 31, 2025:
One year or less $ 146,900
After one year to two years 83,292
After two years to three years 13,260
After three years to four years 47,089
After four years to five years 5,382
After five years 35,377
Total $ 331,300
Retail and other savings deposits included deposits from Educational 529 College Savings and Health Savings plans, retirement savings plans, Short Term Federal Investment Trust (STFIT), and FDIC sweep deposits. These deposits are large interest-bearing omnibus accounts structured to allow FDIC insurance to flow through to underlying individual depositors. Deposits that exceeded the FDIC insurance limits as of December 31, 2025 and 2024 were $ 41.4 million and $ 44.3 million, respectively, the majority of which were intercompany deposits from Nelnet, Inc. and its subsidiaries.
Accrued interest on deposits was $ 2.2 million and $ 1.3 million as of December 31, 2025 and 2024, respectively, which is included in “accrued interest payable” on the consolidated balance sheets.
13. Shareholders’ Equity
Classes of Common Stock
The Company's common stock is divided into two classes. The Class B common stock has ten votes per share and the Class A common stock has one vote per share on all matters to be voted on by the Company's shareholders. Each Class B share is convertible at any time at the holder's option into one Class A share. With the exception of the voting rights and the conversion feature, the Class A and Class B shares are identical in terms of other rights, including dividend and liquidation rights.
Stock Repurchases
The Company has a stock repurchase program that expires on May 8, 2028 in which it can repurchase up to five million shares of its Class A common stock on the open market, through private transactions, or otherwise. As of December 31, 2025, 4.5 million shares remain authorized for repurchase under the Company's stock repurchase program. Shares repurchased by the Company during 2025, 2024, and 2023 are shown below. In accordance with the corporate laws of the state in which the Company is incorporated, all shares repurchased by the Company are legally retired upon acquisition by the Company.
Total shares repurchased Purchase price
(in thousands) Average price of shares repurchased (per share) (a)
Year ended December 31, 2025 566,575 $ 69,346 $ 122.40
Year ended December 31, 2024 894,108 83,290 93.15
Year ended December 31, 2023 336,943 28,028 83.18
(a) The average price of shares repurchased for each period presented includes excise taxes.
F - 51
NELNET, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(Dollars in thousands, except share amounts, unless otherwise noted)
14. Earnings per Common Share
Presented below is a summary of the components used to calculate basic and diluted earnings per share. The Company applies the two-class method in computing both basic and diluted earnings per share, which requires the calculation of separate earnings per share amounts for common stock and unvested share-based awards. Unvested share-based awards that contain nonforfeitable rights to dividends are considered securities which participate in undistributed earnings with common stock.
Year ended December 31,
2025 2024 2023
Common shareholders Unvested restricted stock shareholders Total Common shareholders Unvested restricted stock shareholders Total Common shareholders Unvested restricted stock shareholders Total
Numerator:
Net income attributable to Nelnet, Inc. $ 420,681 7,793 428,474 180,498 3,547 184,045 87,936 1,890 89,826
Denominator:
Weighted-average common shares outstanding - basic and diluted
35,680,228 660,969 36,341,197 35,936,337 706,196 36,642,533 36,629,437 787,184 37,416,621
Earnings per share - basic and diluted $ 11.79 11.79 11.79 5.02 5.02 5.02 2.40 2.40 2.40
Unvested restricted stock awards are the Company's only potential common shares and, accordingly, there were no awards that were antidilutive and not included in average shares outstanding for the diluted earnings per share calculation.
As of December 31, 2025, a cumulative amount of 173,774 shares have been deferred by non-employee directors under the Directors Stock Compensation Plan and will become issuable upon the termination of service by the respective non-employee director on the board of directors. These shares are included in the Company's weighted-average shares outstanding calculation.
15. Income Taxes
The Company is subject to income taxes in the United States and certain foreign countries. Significant judgment is required in evaluating the Company's tax positions and determining the provision for income taxes.
As of December 31, 2025, the total amount of gross unrecognized tax benefits (excluding the federal benefit received from state positions) was $ 17.9 million, which is included in “other liabilities” on the consolidated balance sheet. Of this total, $ 14.1 million (net of the federal benefit on state issues) represents the amount of unrecognized tax benefits that, if recognized, would favorably affect the effective tax rate in future periods. A reconciliation of the beginning and ending amount of gross unrecognized tax benefits follows:
Year ended December 31,
2025 2024
Gross balance - beginning of year $ 18,182 17,084
Additions based on tax positions of prior years 35 2,081
Additions based on tax positions related to the current year 3,406 2,397
Reductions for tax positions of prior years ( 571 ) ( 885 )
Reductions due to lapse of applicable statutes of limitations ( 3,196 ) ( 2,495 )
Gross balance - end of year $ 17,856 18,182
All the reductions shown in the table above which are due to prior year tax positions and the lapse of statutes of limitations impacted the effective tax rate.
The Company's policy is to recognize interest and penalties accrued on uncertain tax positions as part of interest expense and other expense, respectively. As of December 31, 2025 and 2024, $ 5.2 million and $ 5.6 million in accrued interest and penalties, respectively, were included in “other liabilities” on the consolidated balance sheets. The Company recognized interest benefits of $ 0.4 million, and interest expense of $ 0.9 million and $ 0.8 million, related to uncertain tax positions for the years ended
F - 52
NELNET, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(Dollars in thousands, except share amounts, unless otherwise noted)
December 31, 2025, 2024, and 2023, respectively. The impact to the consolidated statements of income related to penalties for uncertain tax positions was not significant for the years 2025, 2024, and 2023. The impact of timing differences and tax attributes are considered when calculating interest and penalty accruals associated with the unrecognized tax benefits.
The Company and its subsidiaries file a consolidated federal income tax return in the U.S. and the Company or one of its subsidiaries files income tax returns in various state, local, and foreign jurisdictions. The Company is no longer subject to U.S. federal income tax examinations for years prior to 2020. The Company is no longer subject to U.S. state and local income tax examinations by tax authorities prior to 2018.
The provision for income taxes consists of the following components:
Year ended December 31,
2025 2024 2023
Current:
Federal $ 115,162 66,295 65,952
State 17,288 7,849 5,732
Foreign ( 157 ) 146 32
Total current provision 132,293 74,290 71,716
Deferred:
Federal ( 5,328 ) ( 18,716 ) ( 42,073 )
State 1,388 ( 2,786 ) ( 10,270 )
Foreign ( 367 ) ( 119 ) 12
Total deferred provision ( 4,307 ) ( 21,621 ) ( 52,331 )
Provision for income tax expense $ 127,986 52,669 19,385
The table below presents the updated income tax disclosure requirements for 2025. The reconciliation of the provision for income taxes, from the federal statutory rate to the actual effective tax rate, expressed in both amounts and percentages, for the year ended December 31, 2025 is shown below:
Amount Percentage
Federal income tax statutory rate $ 116,857 21.0 %
State tax, net of federal benefit (a) 16,124 2.9
Changes in valuation allowances 461 0.1
Nontaxable or nondeductible items 314 0.0
Tax credits ( 6,296 ) ( 1.1 )
Changes in unrecognized tax benefits ( 176 ) ( 0.0 )
Foreign tax effects ( 81 ) ( 0.0 )
Other 783 0.1
Total tax provision and effective tax rate $ 127,986 23.0 %
The components of income (loss) before taxes were attributable to the following regions:
Domestic $ 558,019
Foreign ( 1,559 )
Total income before income taxes $ 556,460
(a) State taxes in California, Nebraska, and New York made up the majority (greater than 50%) of the tax effect in this category.
F - 53
NELNET, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(Dollars in thousands, except share amounts, unless otherwise noted)
As previously presented for the years ended December 31, 2024 and 2023, the reconciliation of the provision for income taxes from the federal statutory rate to the actual effective tax rate is presented below by percentage only.
Year ended December 31,
2024 2023
Tax expense at federal rate 21.0 % 21.0 %
Increase (decrease) resulting from:
State tax, net of federal income tax benefit 2.1 ( 0.6 )
Tax credits ( 1.8 ) ( 4.1 )
Change in valuation allowance 0.1 0.4
Other 0.9 1.1
Effective tax rate 22.3 % 17.8 %
The following table presents income taxes paid (net of refunds received) for the year ended December 31, 2025:
U.S. federal $ 44,000
U.S. state and local:
California 5,052
New York 4,987
Other 14,697
Foreign 127
Total $ 68,863
F - 54
NELNET, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(Dollars in thousands, except share amounts, unless otherwise noted)
The tax effect of temporary differences that gives rise to deferred tax assets and liabilities include the following:
As of December 31,
2025 2024
Deferred tax assets:
Tax credit carryforwards $ 59,894 30,252
Loan receivables 26,549 20,354
Deferred revenue 16,307 18,322
Accrued expenses 8,126 15,129
Stock compensation 6,531 6,541
Net operating losses 4,484 4,556
Intangible assets 3,829 4,778
Lease liability 3,060 2,685
Other 8 428
Total gross deferred tax assets 128,788 103,045
Less state tax valuation allowance ( 1,164 ) ( 703 )
Net deferred tax assets 127,624 102,342
Deferred tax liabilities:
Partnership basis 58,262 71,509
Debt and equity investments 10,759 12,015
Depreciation 7,801 6,229
Prepaid expenses 7,593 5,615
Basis in certain derivative contracts 4,839 11,614
Lease right of use asset 2,270 2,573
Loan origination services 1,614 2,026
Securitization 72 170
Total gross deferred tax liabilities 93,210 111,751
Net deferred tax asset (liability) $ 34,414 ( 9,409 )
The Company has performed an evaluation of the recoverability of deferred tax assets. In assessing the realizability of the Company's deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the period in which those temporary differences become deductible or eligible for utilization of a tax credit carryforward. Management considers the scheduled reversals of deferred tax liabilities, projected taxable income, carry back opportunities, and tax planning strategies in making the assessment of the amount of the valuation allowance. With the exception of a portion of the Company's state net operating losses, it is management's opinion that it is more likely than not that the deferred tax assets will be realized and should not be reduced by a valuation allowance. The amount of deferred tax assets considered realizable could be reduced in the near term if estimates of future taxable income during the carry forward period are reduced.
As of December 31, 2025 and 2024, net deferred tax liabilities of $ 38.2 million and $ 30.4 million, respectively, and net deferred tax assets of $ 72.6 million and $ 21.0 million, respectively, were included in “other liabilities” and “other assets,” respectively, on the consolidated balance sheets.
As of December 31, 2025 and 2024, the Company had a current income tax receivable of $ 84.9 million and $ 61.8 million, respectively, that is included in “other assets" on the consolidated balance sheets.
F - 55
NELNET, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(Dollars in thousands, except share amounts, unless otherwise noted)
16. Segment Reporting
The Company's reportable operating segments include:
• Loan Servicing and Systems
• Education Technology Services and Payments
• Asset Generation and Management, part of the NFS division
• Nelnet Bank, part of the NFS division
The Company earns fee-based revenue through its Loan Servicing and Systems and Education Technology Services and Payments operating segments; and earns net interest income on its loan portfolio in its Asset Generation and Management and Nelnet Bank operating segments.
The Company’s operating segments are defined by the products and services they offer and the types of customers they serve, and they reflect the manner in which financial information is currently evaluated by management. See note 1 for a description of each operating segment, including the primary products and services offered.
The management reporting process measures the performance of the Company’s operating segments based on the management structure of the Company, as well as the methodology used by management to evaluate performance and allocate resources. The Company’s executive officers (the "chief operating decision maker") evaluate the performance of the Company’s operating segments based on their financial results prepared in conformity with U.S. GAAP.
The Nelnet Financial Services division includes the reportable segments of AGM and Nelnet Bank and the following other non-reportable operating segments. The operating results of the below items are included as a reconciling item from the operating results of the Company’s reportable segments to the consolidated financial statements.
• Nelnet Insurance Services, which primarily includes multiple reinsurance treaties on property and casualty policies
• WRCM, the Company's SEC-registered investment advisor subsidiary
• The Company’s ownership and activities in real estate
• The Company’s ownership and management of its bond portfolio (primarily student loan and other asset-backed securities)
The accounting policies of the Company’s operating segments are the same as those described in the summary of significant accounting policies. Intersegment revenues are charged by a segment that provides a product or service to another segment. Intersegment revenues and expenses are included within each segment consistent with the income statement presentation provided to management. Income taxes are allocated based on 24 % of income before taxes for each individual operating segment, except for Nelnet Bank, which reflects Nelnet Bank’s actual tax expense/benefit as allocated and reflected in its Call Report filed with the Federal Deposit Insurance Corporation. The difference between the consolidated income tax expense and the sum of taxes calculated for each operating segment is included in income taxes in Corporate and Other Activities (“Corporate”).
Other business activities and operating segments that are not reportable and not part of the NFS division are combined and included in Corporate, as described in note 1.
Segment Results
The following tables present the results of each of the Company's reportable operating segments reconciled to the consolidated financial statements:
F - 56
NELNET, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(Dollars in thousands, except share amounts, unless otherwise noted)
Year ended December 31, 2025
Reportable Segments Reconciling Items
Loan Servicing and Systems (LSS) Education Technology Services and Payments (ETSP) Asset
Generation and
Management Nelnet Bank Total Reportable Segments NFS Other Operating Segments Corporate and Other Activities Eliminations/ Reclassifications Total
Interest income:
Loan interest $ — — 624,861 61,224 686,085 — — — 686,085
Investment interest 2,441 26,476 49,226 57,478 135,621 49,356 11,029 ( 30,632 ) 165,374
Total interest income 2,441 26,476 674,087 118,702 821,706 49,356 11,029 ( 30,632 ) 851,459
Interest expense — — 463,102 59,284 522,386 4,938 258 ( 30,632 ) 496,950
Net interest income 2,441 26,476 210,985 59,418 299,320 44,418 10,771 — 354,509
Less provision (negative provision) for loan losses — — 49,261 18,590 67,851 — — — 67,851
Less provision for beneficial interests — — 11,311 — 11,311 — — — 11,311
Net interest income after provision 2,441 26,476 150,413 40,828 220,158 44,418 10,771 — 275,347
Other income (expense):
LSS revenue 509,089 — — — 509,089 — — — 509,089
ETSP revenue — 507,150 — — 507,150 — — — 507,150
Intersegment revenue 22,158 265 — — 22,423 — — ( 22,423 ) —
Reinsurance premiums earned — — — — — 107,502 — — 107,502
Solar construction revenue — — — — — — 14,371 — 14,371
Other, net 459 — 27,235 3,324 31,018 8,928 57,244 397 97,587
Gain on partial redemption of ALLO investment — — — — — — 175,044 — 175,044
Derivative settlements, net — — 2,094 606 2,700 — — — 2,700
Derivative market value adjustments, net — — ( 6,196 ) ( 3,809 ) ( 10,005 ) — 907 — ( 9,098 )
Total other income (expense), net 531,706 507,415 23,133 121 1,062,375 116,430 247,566 ( 22,026 ) 1,404,345
Cost of services and expenses:
Total cost of services 7,555 176,907 — — 184,462 — 41,810 — 226,272
Salaries and benefits 271,806 169,424 6,363 11,446 459,039 2,573 97,346 ( 172 ) 558,786
Depreciation and amortization 8,969 10,884 — 1,400 21,253 — 12,318 — 33,571
Reinsurance losses and underwriting expenses — — — — — 93,551 — — 93,551
Postage expense 35,344 35,344 ( 35,344 ) —
Servicing fees 29,266 3,191 32,457 ( 32,457 ) —
Impairment expense — 1,145 — — 1,145 4,001 24,466 — 29,612
Other expenses (a) 46,273 37,962 6,483 7,487 98,205 5,104 61,975 46,284 211,568
Intersegment expenses, net 67,811 24,612 4,954 2,812 100,189 1,149 ( 100,603 ) ( 735 ) —
Total operating expenses 430,203 244,027 47,066 26,336 747,632 106,378 95,502 ( 22,424 ) 927,088
Income (loss) before income taxes 96,389 112,957 126,480 14,613 350,439 54,470 121,025 398 526,332
Income tax (expense) benefit ( 23,134 ) ( 27,120 ) ( 30,335 ) ( 3,562 ) ( 84,151 ) ( 12,950 ) ( 30,885 ) — ( 127,986 )
Net income (loss) 73,255 85,837 96,145 11,051 266,288 41,520 90,140 398 398,346
Net (income) loss attributable to noncontrolling interests — 45 ( 85 ) — ( 40 ) ( 511 ) 31,077 ( 398 ) 30,128
Net income (loss) attributable to Nelnet, Inc. $ 73,255 85,882 96,060 11,051 266,248 41,009 121,217 — 428,474
Total assets as of December 31, 2025 $ 153,851 541,309 9,860,026 2,069,700 12,624,886 1,144,970 809,762 ( 515,835 ) 14,063,783
(a) Other expenses for each reportable segment includes:
LSS - communications, professional fees, software, and computer services and subscriptions.
ETSP - advertising, professional fees, analysis fees, computer services and subscriptions, and travel.
AGM - trustee and professional fees.
Nelnet Bank - marketing, professional fees, collection costs, software, computer services and subscriptions, FDIC insurance, and management fee expense.
F - 57
NELNET, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(Dollars in thousands, except share amounts, unless otherwise noted)
Year ended December 31, 2024
Reportable Segments Reconciling Items
Loan Servicing and Systems (LSS) Education Technology Services and Payments (ETSP) Asset
Generation and
Management Nelnet Bank Total Reportable Segments NFS Other Operating Segments Corporate and Other Activities Eliminations/ Reclassifications Total
Interest income:
Loan interest $ — — 749,117 38,381 787,498 — — — 787,498
Investment interest 4,877 29,891 68,302 45,992 149,062 54,357 11,773 ( 29,291 ) 185,901
Total interest income 4,877 29,891 817,419 84,373 936,560 54,357 11,773 ( 29,291 ) 973,399
Interest expense — — 654,346 44,859 699,205 8,837 1,787 ( 29,291 ) 680,537
Net interest income 4,877 29,891 163,073 39,514 237,355 45,520 9,986 — 292,862
Less provision (negative provision) for loan losses — — 27,691 26,916 54,607 — — — 54,607
Less provision for beneficial interests — — 39,491 — 39,491 — — — 39,491
Net interest income after provision 4,877 29,891 95,891 12,598 143,257 45,520 9,986 — 198,764
Other income (expense):
LSS revenue 482,408 — — — 482,408 — — — 482,408
ETSP revenue — 486,962 — — 486,962 — — — 486,962
Intersegment revenue 24,493 220 — — 24,713 — — ( 24,713 ) —
Reinsurance premiums earned — — — — — 62,923 — — 62,923
Solar construction revenue — — — — — — 56,569 — 56,569
Other, net 2,769 — 14,236 2,951 19,956 8,313 31,613 77 59,959
Gain on partial redemption of ALLO investment — — — — — — — — —
Derivative settlements, net — — 5,217 917 6,134 — — — 6,134
Derivative market value adjustments, net — — 5,422 4,702 10,124 — — — 10,124
Total other income (expense), net 509,670 487,182 24,875 8,570 1,030,297 71,236 88,182 ( 24,636 ) 1,165,079
Cost of services and expenses:
Total cost of services 1,889 172,763 — — 174,652 — 77,673 — 252,325
Salaries and benefits 300,366 164,716 4,784 11,122 480,988 1,587 96,148 ( 1,792 ) 576,931
Depreciation and amortization 19,475 10,531 — 1,282 31,288 — 26,828 — 58,116
Reinsurance losses and underwriting expenses — — — — — 55,246 — — 55,246
Postage expense 36,820 36,820 ( 36,820 ) —
Servicing fees 31,591 1,373 32,964 ( 32,964 ) —
Impairment expense 736 — — — 736 — 2,402 — 3,138
Other expenses (a) 43,282 32,281 4,152 6,972 86,687 3,352 53,581 45,883 189,503
Intersegment expenses, net 71,482 18,886 5,037 2,361 97,766 853 ( 99,599 ) 980 —
Total operating expenses 472,161 226,414 45,564 23,110 767,249 61,038 79,360 ( 24,713 ) 882,934
Income (loss) before income taxes 40,497 117,896 75,202 ( 1,942 ) 231,653 55,718 ( 58,865 ) 77 228,584
Income tax (expense) benefit ( 9,719 ) ( 28,333 ) ( 18,048 ) 579 ( 55,521 ) ( 13,261 ) 16,114 — ( 52,669 )
Net income (loss) 30,778 89,563 57,154 ( 1,363 ) 176,132 42,457 ( 42,751 ) 77 175,915
Net (income) loss attributable to noncontrolling interests — 158 — — 158 ( 463 ) 8,512 ( 77 ) 8,130
Net income (loss) attributable to Nelnet, Inc. $ 30,778 89,721 57,154 ( 1,363 ) 176,290 41,994 ( 34,239 ) — 184,045
Total assets as of December 31, 2024 $ 193,390 600,790 10,037,688 1,449,034 12,280,902 903,837 842,692 ( 249,678 ) 13,777,753
(a) Other expenses for each reportable segment includes:
LSS - occupancy, communications, professional fees, collection costs, analysis fees, software, computer services and subscriptions, and travel.
ETSP - advertising, professional fees, analysis fees, computer services and subscriptions, travel, and provision for losses.
AGM - trustee and professional fees.
Nelnet Bank - marketing, consulting and professional fees, software, and FDIC insurance.
F - 58
NELNET, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(Dollars in thousands, except share amounts, unless otherwise noted)
Year ended December 31, 2023
Reportable Segments Reconciling Items
Loan Servicing and Systems (LSS) Education Technology Services and Payments (ETSP) Asset
Generation and
Management Nelnet Bank Total Reportable Segments NFS Other Operating Segments Corporate and Other Activities Eliminations/ Reclassifications Total
Interest income:
Loan interest $ — — 910,139 21,806 931,945 — — — 931,945
Investment interest 4,845 26,962 67,019 36,053 134,879 74,857 12,141 ( 44,021 ) 177,855
Total interest income 4,845 26,962 977,158 57,859 1,066,824 74,857 12,141 ( 44,021 ) 1,109,800
Interest expense — — 823,084 34,704 857,788 29,747 1,578 ( 44,021 ) 845,091
Net interest income 4,845 26,962 154,074 23,155 209,036 45,110 10,563 — 264,709
Less provision (negative provision) for loan losses — — ( 360 ) 8,475 8,115 — — — 8,115
Less provision for beneficial interests — — — — — — — — —
Net interest income after provision 4,845 26,962 154,434 14,680 200,921 45,110 10,563 — 256,594
Other income (expense):
LSS revenue 517,954 — — — 517,954 — — — 517,954
ETSP revenue — 463,311 — — 463,311 — — — 463,311
Intersegment revenue 28,911 253 — — 29,164 — — ( 29,164 ) —
Reinsurance premiums earned — — — — — 20,067 — — 20,067
Solar construction revenue — — — — — — 31,669 — 31,669
Other, net 2,587 — ( 6,393 ) 1,095 ( 2,711 ) 6,581 ( 95,859 ) — ( 91,989 )
Gain on partial redemption of ALLO investment — — — — — — — — —
Derivative settlements, net — — 24,588 484 25,072 — — — 25,072
Derivative market value adjustments, net — — ( 40,250 ) ( 1,523 ) ( 41,773 ) — — — ( 41,773 )
Total other income (expense), net 549,452 463,564 ( 22,055 ) 56 991,017 26,648 ( 64,190 ) ( 29,164 ) 924,311
Cost of services and expenses:
Total cost of services — 171,183 — — 171,183 — 48,576 — 219,759
Salaries and benefits 317,885 155,296 4,191 9,074 486,446 1,130 105,531 ( 1,571 ) 591,537
Depreciation and amortization 19,257 11,319 — 574 31,150 — 47,969 — 79,118
Reinsurance losses and underwriting expenses — — — — — 16,781 — — 16,781
Postage expense 21,194 21,194 ( 21,194 ) —
Servicing fees 37,389 509 37,898 ( 37,898 ) —
Impairment expense 296 4,310 — — 4,606 — 27,319 — 31,925
Other expenses (a) 39,323 34,133 4,988 4,994 83,438 2,391 56,307 30,935 173,070
Intersegment expenses, net 78,628 23,184 5,175 ( 47 ) 106,940 584 ( 108,088 ) 564 —
Total operating expenses 476,583 228,242 51,743 15,104 771,672 20,886 129,038 ( 29,164 ) 892,431
Income (loss) before income taxes 77,714 91,101 80,636 ( 368 ) 249,083 50,872 ( 231,241 ) — 68,715
Income tax (expense) benefit ( 18,651 ) ( 21,891 ) ( 19,353 ) 153 ( 59,742 ) ( 12,073 ) 52,429 — ( 19,385 )
Net income (loss) 59,063 69,210 61,283 ( 215 ) 189,341 38,799 ( 178,812 ) — 49,330
Net (income) loss attributable to noncontrolling interests — 109 — — 109 ( 568 ) 40,955 — 40,496
Net income (loss) attributable to Nelnet, Inc. $ 59,063 69,319 61,283 ( 215 ) 189,450 38,231 ( 137,857 ) — 89,826
Total assets as of December 31, 2023 $ 294,376 490,296 13,488,420 991,252 15,264,344 1,115,292 873,843 ( 541,095 ) 16,712,384
(a) Other expenses for each reportable segment includes:
LSS - occupancy, communications, professional fees, collection costs, analysis fees, software, computer services and subscriptions, and travel.
ETSP - advertising, professional fees, analysis fees, software, computer services and subscriptions, travel, and provision for losses.
AGM - trustee and professional fees.
Nelnet Bank - marketing, consulting and professional fees, software, and FDIC insurance.
F - 59
NELNET, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(Dollars in thousands, except share amounts, unless otherwise noted)
17. Disaggregated Revenue and Deferred Revenue
The following provides additional revenue recognition information for the Company’s fee-based operating segments:
Loan Servicing and Systems Revenue
Loan servicing and systems revenue consists of the following items:
• Loan servicing revenue - Loan servicing revenue consideration is determined from individual contracts with customers and is calculated monthly based on the dollar value of loans, number of loans, number of borrowers serviced for each customer, or number of transactions. Loan servicing requires a significant level of integration and the individual components are not considered distinct. The Company performs various services, including, but not limited to, (i) application processing, (ii) monthly servicing, (iii) conversion processing, and (iv) fulfillment services, during each distinct service period. Even though the mix and quantity of activities that the Company performs each period may differ, the nature of the activities are substantially the same. Revenue is allocated to the distinct service period, typically a month, and recognized as control transfers as customers simultaneously receive and consume benefits. The Company may incur contract fulfillment or acquisition costs and records such costs within “loan servicing contract fulfillment and acquisition costs” in the consolidated statements of income.
• Software services revenue - Software services revenue consideration is determined from individual contracts with customers and includes license and maintenance fees associated with loan software products, generally in a remote hosted environment, and computer and software consulting. Usage-based revenue, based on each loan or unique borrower, from remote hosted licenses is allocated to the distinct service period, typically a month, and recognized as control transfers as customers simultaneously receive and consume benefits. Revenue from any non-refundable up-front fee is recognized ratably over the contract period, as the fee relates to set-up activities that provide no incremental benefit to the customers. Computer and software consulting is also capable of being distinct and accounted for as a separate performance obligation. Revenue allocated to computer and software consulting is recognized as services are provided.
• Outsourced services revenue - Outsourced services revenue consideration is determined from individual contracts with customers and is calculated monthly based on the volume of services. Revenue is allocated to the distinct service period, typically a month, and recognized as control transfers as customers simultaneously receive and consume benefits.
The following table presents disaggregated revenue by service offering:
Year ended December 31,
2025 2024 2023
Government loan servicing (a) $ 363,970 380,921 412,478
Private education and consumer loan servicing 94,472 63,453 48,984
FFELP loan servicing 8,878 12,212 13,704
Software services 38,416 21,032 29,208
Outsourced services 3,353 4,790 13,580
Loan servicing and systems revenue $ 509,089 482,408 517,954
(a) Upon reaching a final agreement with the Department, the Company recognized $ 32.9 million of non-recurring revenue in 2025 on a contract modification for services previously performed. In 2024, the Company recognized $ 10.9 million of non-recurring revenue to reflect a settlement related to certain provisions included in the legacy contract concerning inflation adjustments.
Loan servicing contract fulfillment and acquisition costs is primarily the amortization of previously capitalized contract fulfillment costs. The costs were pre-contract costs incurred to enhance the resources of the Company to satisfy future performance obligations and are expected to be recovered. The contract fulfillment costs were $ 23.8 million and $ 21.1 million as of December 31, 2025 and 2024, respectively, which are included in "other assets" on the consolidated balance sheets.
F - 60
NELNET, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(Dollars in thousands, except share amounts, unless otherwise noted)
Education Technology Services and Payments Revenue
Education technology services and payments revenue consists of the following items:
• Tuition payment plan services - Tuition payment plan services consideration is determined from individual plan agreements, which are governed by plan service agreements, and includes access to a remote hosted environment and management of payment processing. The management of payment processing is considered a distinct performance obligation when sold with the remote hosted environment. Revenue for each performance obligation is allocated to the distinct service period, the academic school term, and recognized ratably over the service period as customers simultaneously receive and consume benefits.
• Payment processing - Payment processing consideration is determined from individual contracts with customers and includes electronic transfer and credit card processing, reporting, virtual terminal solutions, and specialized integrations to business software for education and non-education markets. Volume-based revenue from payment processing is allocated and recognized to the distinct service period, based on when each transaction is completed, and recognized as control transfers as customers simultaneously receive and consume benefits. The electronic transfer and credit card processing consideration is recognized as revenue on a gross basis as the Company is the principal in the delivery of the payment processing. The Company has concluded it is the principal as it controls the services before delivery to the educational institution or business, it is primarily responsible for the delivery of the services, and it has discretion in setting prices charged to its customers. In addition, the Company has the unilateral ability to accept or reject a transaction based on criteria established by the Company. The Company is liable for the costs of processing the transactions and records such costs within "cost to provide education technology services and payments" in the consolidated statements of income.
• Education technology services - Education technology services consideration is determined from individual contracts with customers and is based on the services selected by the customer. Services in K-12 private and faith-based markets primarily includes (i) assistance with financial needs assessment, (ii) school information system software that automates administrative processes such as admissions, enrollment, scheduling, cafeteria management, attendance, and grade book management, and (iii) professional development and educational instruction services. Revenue for these services is recognized for the consideration the Company has a right to invoice, the amount of which corresponds directly with the value provided to the customer based on the performance completed. Services provided to the higher education market include payment technology and processing that allow for electronic billing and payment of campus charges. These services are considered distinct performance obligations. Revenue for each performance obligation is allocated to the distinct service period, typically a month or based on when each transaction is completed, and recognized as control transfers as customers simultaneously receive and consume benefits. The Company incurs direct costs to provide professional development and educational instructional services and records such costs within "cost to provide education technology services and payments" in the consolidated statements of income.
The following table presents disaggregated revenue by service offering:
Year ended December 31,
2025 2024 2023
Tuition payment plan services $ 141,246 135,851 125,326
Payment processing 193,317 179,043 163,859
Education technology services 171,481 169,065 170,754
Other 1,106 3,003 3,372
Education technology services and payments revenue $ 507,150 486,962 463,311
Cost to provide education technology services and payments is primarily associated with providing professional development and educational instruction and payment processing services. Items included in the cost to provide professional development and educational instruction services include salaries and benefits and third-party professional services directly related to providing these services to teachers, school leaders, and students. For payment processing services, interchange and payment network fees are charged by the card associations or payment networks. Depending upon the transaction type, the fees are a percentage of the transaction’s dollar value, a fixed amount, or a combination of the two methods.
F - 61
NELNET, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(Dollars in thousands, except share amounts, unless otherwise noted)
Solar Construction Revenue
Solar construction revenue is derived principally from individual contracts with customers for engineering, procurement, and construction (EPC) of solar facilities for commercial customers. Solar construction is a single performance obligation which requires a significant level of integration. The individual materials and installation (the inputs) are not considered distinct and are integrated into the solar facilities (the combined output). Revenue for this service is recognized based on the project progress to date. Progress towards completion of the contract is measured by the percentage of total costs incurred to date compared with the estimated total costs to complete the contract. The Company recognizes changes in estimated total costs on a cumulative catch-up basis in the period in which the changes are identified. Such changes in estimates can result in the recognition of revenue in a current period for performance obligations which were satisfied or partially satisfied in prior periods. Changes in estimates may also result in the reversal of previously recognized revenue if the current estimate adversely differs from the previous estimate. The Company will recognize a contract asset or liability depending on the progression of the project to date compared with the amount billed to date.
The following table presents disaggregated revenue by customer type:
Year ended December 31,
2025 2024 2023
Commercial revenue (a) $ 14,341 53,269 20,969
Residential revenue (b) 30 3,300 10,700
Solar construction revenue $ 14,371 56,569 31,669
(a) The Company sold its ownership interests in Nelnet Renewable Energy during the fourth quarter of 2025. The Company has a handful of remaining construction contracts which it retained to complete.
(b) In April 2024, the Company announced a change in its solar EPC operations to focus exclusively on the commercial solar market and discontinued its residential solar operations.
Cost to provide solar construction services include direct costs associated with completing a solar facility, including labor, third-party contractor fees, permitting, engineering fees, and construction material. If the Company estimates that a project will have costs in excess of revenue, the Company will recognize the total loss in the period it is identified.
Other Income (Expense)
The following table presents the components of "other, net" in “other income (expense)” on the consolidated statements of income:
Year ended December 31,
2025 2024 2023
Investment activity, net $ 61,072 12,438 ( 8,586 )
ALLO preferred return 14,548 17,486 9,120
Solar consulting fee income 13,127 6,134 —
Borrower late fee income 11,664 8,828 8,997
Administration/sponsor fee income 6,400 5,823 6,793
Investment advisory services (WRCM) 6,366 5,934 6,760
Loss from ALLO voting membership interest — ( 10,693 ) ( 65,277 )
Loss from solar investments, net ( 29,029 ) ( 6,477 ) ( 59,645 )
(Loss) gain on debt repurchases ( 4,849 ) 54 815
Loss on sale of loans, net ( 1,720 ) ( 1,643 ) ( 17,662 )
Other 20,008 22,075 26,696
Other, net $ 97,587 59,959 ( 91,989 )
• Solar consulting fee income - Solar consulting fee income is earned by the renewable energy solar developments operating segment for due diligence services provided to developers of solar projects to support project qualification. Revenue is allocated to the distinct service period, based on when the transaction is completed.
F - 62
NELNET, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(Dollars in thousands, except share amounts, unless otherwise noted)
• Borrower late fee income - Late fee income is earned primarily by the education lending subsidiaries in the AGM operating segment. Revenue is allocated to the distinct service period, based on when each transaction is completed.
• Administration/sponsor fee income - Administration and sponsor fee income is earned by the AGM operating segment as administrator and sponsor for certain securitizations. Revenue is allocated to the distinct service period, typically a month, and recognized as control transfers as customers simultaneously receive and consume benefits.
• Investment advisory services - Investment advisory services are provided by WRCM, the Company's SEC-registered investment advisor subsidiary, under various arrangements. The Company earns monthly fees based on the monthly outstanding balance of investments and certain performance measures, which are recognized monthly as the uncertainty of the transaction price is resolved.
Deferred Revenue
Activity in the deferred revenue balance, which is included in "other liabilities" on the consolidated balance sheets, is shown below:
Loan Servicing and Systems Education Technology Services and Payments Corporate and Other Activities Total
Balance as of December 31, 2022 $ 2,310 49,314 5,030 56,654
Deferral of revenue 3,954 149,815 53,019 206,788
Recognition of revenue ( 2,808 ) ( 147,405 ) ( 40,676 ) ( 190,889 )
Balance as of December 31, 2023 3,456 51,724 17,373 72,553
Deferral of revenue 34,827 155,688 41,548 232,063
Recognition of revenue ( 6,719 ) ( 156,251 ) ( 53,361 ) ( 216,331 )
Balance as of December 31, 2024 31,564 51,161 5,560 88,285
Deferral of revenue 7,356 165,162 27,384 199,902
Recognition of revenue ( 12,453 ) ( 161,265 ) ( 21,953 ) ( 195,671 )
Balance as of December 31, 2025 $ 26,467 55,058 10,991 92,516
18. Reinsurance
Reinsurance premiums written and earned and loss reserves, commissions, and broker fees is summarized below.
Year ended December 31,
2025 2024 2023
Premiums written:
Assumed $ 197,653 164,858 85,261
Ceded ( 73,551 ) ( 82,055 ) ( 43,685 )
Net premiums written $ 124,102 82,803 41,576
Premiums earned:
Assumed $ 183,814 125,876 41,603
Ceded ( 76,312 ) ( 62,953 ) ( 21,536 )
Net premiums earned $ 107,502 62,923 20,067
Loss reserve, commissions, and broker fees:
Assumed $ 161,602 109,860 34,756
Ceded ( 68,051 ) ( 54,614 ) ( 17,975 )
Reinsurance losses and underwriting expenses $ 93,551 55,246 16,781
The Company’s loss reserve balance, net of amounts ceded to reinsurers, was $ 72.3 million and $ 33.1 million as of December 31, 2025 and 2024, respectively, which is included in "other liabilities" on the consolidated balance sheets.
F - 63
NELNET, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(Dollars in thousands, except share amounts, unless otherwise noted)
19. Major Customer
Government Loan Servicing
The Company earns loan servicing revenue from a servicing contract with the Department. Revenue earned by the Company related to this contract was $ 364.0 million, $ 380.9 million, and $ 412.5 million for the years ended December 31, 2025, 2024, and 2023, respectively.
The Company's legacy student loan servicing contract with the Department was scheduled to expire on December 14, 2023. In April 2023, Nelnet Servicing received a contract award from the Department, pursuant to which it was selected to provide continued servicing capabilities for the Department’s student aid recipients under a new Unified Servicing and Data Solution (USDS) contract which replaced its legacy Department student loan servicing contract.
The USDS contract became effective in April 2023 and has a five-year base period, with 2 two-year and 1 one-year possible extensions. The Department's total loan servicing volume of existing borrowers was allocated by the Department to the Company and four other third-party servicers that were awarded a USDS contract. Servicing under the USDS contract went live on April 1, 2024 and the Company recognized revenue in accordance with this new contract beginning in the second quarter of 2024. The Company earned revenue for servicing borrowers under the legacy servicing contract with the Department through March 31, 2024. The Company earns less revenue from the Department on a per-borrower blended basis under the new USDS servicing contract as compared with the legacy servicing contract.
20. Leases
The following table presents supplemental balance sheet information related to leases:
As of December 31,
2025 2024
Operating lease ROU assets, which is included in " other assets " on the consolidated balance sheets
$ 9,677 11,016
Operating lease liabilities, which is included in " other liabilities " on the consolidated balance sheets
$ 13,038 11,522
The following table presents components of lease expense:
Year ended December 31,
2025 2024 2023
Rental expense, which is included in “other expenses” on the consolidated statements of income (a)
$ 5,396 5,423 7,495
(a) Includes short-term and variable lease costs, which are immaterial.
Weighted-average remaining lease term and discount rate are shown below:
As of December 31,
2025 2024
Weighted-average remaining lease term (years) 4.55 5.07
Weighted-average discount rate 5.09 % 4.90 %
Maturity of lease liabilities are shown below:
2026 $ 4,744
2027 3,687
2028 1,556
2029 1,513
2030 1,091
2031 and thereafter 2,185
Total lease payments 14,776
Imputed interest ( 1,738 )
Total $ 13,038
F - 64
NELNET, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(Dollars in thousands, except share amounts, unless otherwise noted)
21. Defined Contribution Benefit Plan
The Company has a 401(k) savings plan that covers substantially all of its employees. Employees may contribute up to 100 % of their pre-tax salary, subject to IRS limitations. The Company matches up to 100 % on the first 3 % of contributions and 50 % on the next 2 %. The Company made contributions to the plan of $ 12.5 million, $ 13.4 million, and $ 14.2 million during the years ended December 31, 2025, 2024, and 2023, respectively.
22. Stock Based Compensation Plans
Restricted Stock Plan
The following table summarizes restricted stock activity:
Year ended December 31,
2025 2024 2023
Number of RSUs Weighted- Average Grant-Date Fair Value Number of RSUs Weighted- Average Grant-Date Fair Value Number of RSUs Weighted- Average Grant-Date Fair Value
Non-vested shares at beginning of year 690,065 $ 82.77 786,762 $ 77.52 752,622 $ 70.84
Granted 179,325 120.10 146,045 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 year 639,608 93.47 690,065 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
2027 7,135
2028 4,621
2029 3,056
2030 1,991
2031 and thereafter 2,869
$ 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:
F - 65
NELNET, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(Dollars in thousands, except share amounts, unless otherwise noted)
Shares issued -
not deferred Shares issued-
deferred Total
Year ended December 31, 2025 6,018 8,800 14,818
Year ended December 31, 2024 6,919 10,023 16,942
Year ended December 31, 2023 6,782 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.
23. Related Parties (dollar amounts in this note are not in thousands)
Transactions with Union Bank and Trust Company
Union Bank is controlled by Farmers & Merchants Investment Inc. (F&M), which owns a majority of Union Bank's common stock and a minority share of Union Bank's non-voting, non-convertible preferred stock. Michael S. Dunlap, Executive Chairman and a member of the board of directors and a significant shareholder of the Company, along with his spouse and children, owns or controls a significant portion of the stock of F&M, and Mr. Dunlap's sister, Angela L. Muhleisen, along with her children, also owns or controls a significant portion of F&M stock. Mr. Dunlap serves as a Director and Co-Chairperson of F&M, and as a Director of Union Bank. Ms. Muhleisen serves as a Director and Co-Chairperson of F&M and as a Director, Chairperson, and member of the executive committee of Union Bank. Union Bank is deemed to have beneficial ownership of a significant number of shares of the Company because it serves in a capacity of trustee or account manager for various trusts and accounts holding shares of the Company, and may share voting and/or investment power with respect to such shares. Mr. Dunlap and Ms. Muhleisen beneficially own a significant percent of the voting rights of the Company's outstanding common stock.
The Company has entered into certain contractual arrangements with Union Bank. These transactions are summarized below.
Loan Purchases
The Company purchased $ 686.0 million (par value), $ 104.2 million (par value), and $ 467.6 million (par value) of federally insured loans in 2025, 2024, and 2023, respectively, from Union Bank. The premiums paid by the Company for loan purchases in 2025, 2024, and 2023 were insignificant.
Loan Servicing
The Company serviced $ 124.9 million, $ 143.6 million, and $ 173.8 million of FFELP and private education loans for Union Bank as of December 31, 2025, 2024, and 2023, respectively. Servicing revenue earned by the Company from servicing loans for Union Bank was $ 0.2 million, $ 0.2 million, and $ 0.3 million in 2025, 2024, and 2023, respectively.
Funding - Participation Agreements
The Company maintains an agreement with Union Bank, as trustee for various grantor trusts, under which Union Bank has agreed to purchase from the Company participation interests in student loans. The Company uses this facility as a source to fund FFELP student loans. As of December 31, 2025 and 2024, $ 872.9 million and $ 687.1 million, respectively, of loans were subject to outstanding participation interests held by Union Bank, as trustee, under this agreement. The agreement automatically renews annually and is terminable by either party upon five business days' notice. This agreement provides beneficiaries of Union Bank's grantor trusts with access to investments in interests in student loans, while providing liquidity to the Company on a short-term basis. The Company can sell participation interests in loans to Union Bank to the extent of availability under the grantor trusts, up to $ 900 million or an amount in excess of $ 900 million if mutually agreed to by both parties. Loans participated under this agreement have been accounted for by the Company as loan sales. Accordingly, the participation interests sold are not included on the Company's consolidated balance sheets. Loans sold under this participation agreement during 2025, 2024, and 2023 totaled $ 949.1 million, $ 578.6 million, and $ 57.5 million, respectively.
F - 66
NELNET, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(Dollars in thousands, except share amounts, unless otherwise noted)
The Company maintains an agreement with Union Bank, as trustee for various grantor trusts, under which Union Bank has agreed to purchase from the Company participation interests in FFELP loan asset-backed securities (investments). As of December 31, 2025 and 2024, $ 0.1 million of FFELP loan asset-backed securities were subject to outstanding participation interests held by Union Bank, as trustee, under this agreement. The FFELP loan asset-backed securities under this agreement have been accounted for by the Company as a secured borrowing.
Funding - Real Estate
401 Building, LLC (“401 Building”) is an entity that was established in 2015 for the sole purpose of acquiring, developing, and owning a commercial real estate property in Lincoln, Nebraska. The Company owns 50 % of 401 Building. On May 1, 2018, Union Bank, as lender, received a $ 1.5 million promissory note from 401 Building. The promissory note carries an interest rate of 6.00 % and has a maturity date of December 1, 2032.
330-333, LLC (“330-333”) is an entity that was established in 2016 for the sole purpose of acquiring, developing, and owning a commercial real estate property in Lincoln, Nebraska. The Company owns 50 % of 330-333. On October 22, 2019, Union Bank, as lender, received a $ 162,000 promissory note from 330-333. The promissory note carries an interest rate of 6.00 % and has a maturity date of December 1, 2032.
TDP Phase III (TDP) is an entity that was established in 2015 for the sole purpose of acquiring, developing, and owning a commercial real estate property in Lincoln, Nebraska. The Company owns 25 % of TDP. On December 30, 2022, Union Bank, as lender, received a $ 20.0 million promissory note from TDP. The promissory note carries an interest rate of 5.85 % and has a maturity date of January 1, 2028. As of December 31, 2025, the outstanding balance of the note was $ 18.3 million.
Operating Cash Accounts
The majority of the Company's cash operating accounts are maintained at Union Bank. The Company also invests amounts in the Short Term Federal Investment Trust (STFIT) of the Student Loan Trust Division of Union Bank, which are included in “cash and cash equivalents - held at a related party” and “restricted cash - due to customers” on the consolidated balance sheets. As of December 31, 2025 and 2024, the Company had $ 465.6 million and $ 511.1 million, respectively, invested in the STFIT or deposited at Union Bank in operating accounts, of which $ 297.8 million and $ 365.4 million as of December 31, 2025 and 2024, respectively, represented cash collected for customers. Interest income earned by the Company on the amounts invested in the STFIT and in cash operating accounts in 2025, 2024, and 2023, was $ 5.3 million, $ 5.2 million, and $ 4.7 million, respectively.
Educational 529 College Savings Plan
The Company provides certain Educational 529 College Savings Plan administration services to certain college savings plans (the “College Savings Plans”) through a contract with Union Bank, as the program manager. Union Bank is entitled to a fee as program manager pursuant to its program management agreement with the College Savings Plans. For the years ended December 31, 2025, 2024, and 2023, the Company has received fees of $ 3.1 million, $ 2.7 million, and $ 2.5 million, respectively, from Union Bank related to the administration services provided to the College Savings Plans.
Additionally, Union Bank, as the program manager for the College Savings Plans, has agreed to allocate plan bank deposits to Nelnet Bank. As of December 31, 2025 and 2024, Nelnet Bank had $ 382.4 million and $ 269.1 million, respectively, in deposits from the funds offered under the College Savings Plans.
STFIT Deposits at Nelnet Bank
The Union Bank Trust Department (STFIT) held a deposit balance at Nelnet Bank for $ 37.4 million and $ 0.1 million as of December 31, 2025 and 2024, respectively.
Lease Arrangements
Prior to the lease agreement expiration in 2023, Union Bank leased approximately 4,100 square feet in the Company's corporate headquarters building. Union Bank paid the Company approximately $ 55,000 for commercial rent and storage income during 2023.
F - 67
NELNET, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(Dollars in thousands, except share amounts, unless otherwise noted)
During 2023, the Company entered into a lease agreement with Union Bank for office space in Omaha, Nebraska. The Company paid Union Bank $ 1.1 million in rent pursuant to this agreement prior to terminating the lease in 2023, at which time the Company paid a $ 2.4 million termination fee to Union Bank.
Other Fees Paid to Union Bank
During the years ended December 31, 2025, 2024, and 2023, the Company paid Union Bank approximately $ 200,000 , $ 373,000 , and $ 592,000 , respectively, in investment custodial and correspondent services for Nelnet Bank, cash and flexible spending accounts management, and trustee and health savings account maintenance fees.
Other Fees Received from Union Bank
During the years ended December 31, 2025, 2024, and 2023, Union Bank paid the Company approximately $ 382,000 , $ 348,000 , and $ 351,000 , respectively, under certain employee sharing arrangements.
401(k) Plan Administration
Union Bank administers the Company's 401(k) defined contribution plan. Fees paid to Union Bank to administer the plan are paid by the plan participants and were approximately $ 717,000 , $ 776,000 , and $ 852,000 during the years ended December 31, 2025, 2024, and 2023, respectively.
Investment Services
Union Bank has established various trusts whereby Union Bank serves as trustee for the purpose of purchasing, holding, managing, and selling investments in student loan asset-backed securities. WRCM has a management agreement with Union Bank under which WRCM performs various advisory and management services on behalf of Union Bank with respect to investments in securities by the trusts, including identifying securities for purchase or sale by the trusts. The agreement provides that Union Bank will pay to WRCM annual fees of 10 basis points to 25 basis points on the outstanding balance of the investments in the trusts. As of December 31, 2025, the outstanding balance of investments in the trusts was $ 2.3 billion. In addition, Union Bank will pay additional fees to WRCM which equal a share of the gains from the sale of securities from the trusts or securities being called prior to the full contractual maturity. For the years ended December 31, 2025, 2024, and 2023, the Company earned $ 4.4 million, $ 3.8 million, and $ 5.5 million, respectively, of fees under this agreement.
WRCM also has management agreements with Union Bank under which it is designated to serve as investment advisor with respect to the assets (principally Nelnet stock) within several trusts established by Mr. Dunlap and his spouse, and Ms. Muhleisen. Union Bank serves as trustee for the trusts. Per the terms of the agreements, Union Bank pays WRCM five basis points of the aggregate value of the assets of the trusts as of the last day of each calendar quarter. As of December 31, 2025, WRCM was the investment advisor with respect to a total of 401,695 shares and 4.1 million shares of the Company's Class A and Class B common stock, respectively, held directly by these trusts. For the years ended December 31, 2025, 2024, and 2023, the Company earned approximately $ 286,000 , $ 257,000 , and $ 249,000 , respectively, of fees under these agreements.
WRCM has established private investment funds for the primary purpose of purchasing, selling, investing, and trading, directly or indirectly, in loan asset-backed securities, and to engage in financial transactions related thereto. Mr. Dunlap, Jeffrey R. Noordhoek (an executive officer of the Company), Ms. Muhleisen, and WRCM have invested in certain of these funds. Based upon the current level of holdings by non-affiliated limited partners, the management agreements provide non-affiliated limited partners the ability to remove WRCM as manager without cause. WRCM earns 50 basis points annually on the outstanding balance of the investments in these funds, of which WRCM pays approximately 50 % of such amount to Union Bank as custodian. As of December 31, 2025, the outstanding balance of investments in these funds was $ 83.6 million. The Company paid Union Bank $ 0.2 million in 2025, and $ 0.3 million in 2024 and 2023 as custodian of the funds.
Hudl
David Graff, who has served on the Company's Board of Directors since 2014, is CEO, co-founder, and a director of Hudl. As of December 31, 2025, the Company and Mr. Dunlap, along with his children, held a combined direct and indirect equity ownership interests in Hudl of approximately 22 % and 4 %, respectively. In January 2025, December 2024, and February 2023, the Company purchased stock from existing Hudl shareholders for total consideration of $ 3.8 million, $ 3.3 million, and $ 31.5 million, respectively. See note 7 for additional information on the 2025 transaction and the Company’s accounting for its investment in Hudl.
F - 68
NELNET, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(Dollars in thousands, except share amounts, unless otherwise noted)
The Company makes contributions to further diversify the Company both within and outside of its historical core education-related businesses, including contributions in real estate partnerships. Recent real estate contributions have been focused on the development of commercial properties in the Midwest, and particularly in Lincoln, Nebraska, where the Company's headquarters are located. The Company owns 25 % of TDP, which is the entity that developed and owns a building in Lincoln's Haymarket District that is the headquarters of Hudl, where Hudl is the primary tenant and Nelnet was a tenant through July 2025. During 2025, 2024, and 2023, the Company paid Hudl approximately $ 298,000 , $ 594,000 , and $ 558,000 , respectively, to provide lunches for Nelnet’s associates in Hudl’s employee cafeteria and for use of certain common areas in the building.
Solar Tax Equity Partnerships
The Company has co-invested in Company-managed limited liability companies with related parties that have made contributions in solar tax equity partnerships (as summarized below). As part of these transactions, the Company receives management and performance fees under a management agreement.
Entity/Relationship Contribution amount Revenue recognized by the
Company from management and performance fees (a)
2025 2024 2023 2025 2024 2023
Union Bank $ — 4,200,568 18,456,829 703,323 435,255 152,757
F&M — — — 166,695 148,167 123,077
North Central Bancorp, Inc. (directly and indirectly owned by F&M, Mr. Dunlap, and Ms. Muhleisen) — 787,606 2,212,394 106,850 94,019 42,769
South Central State Bank (directly and indirectly owned by F&M and Mr. Dunlap) — 262,535 737,465 8,645 8,000 4,000
Infovisa, Inc. (directly and indirectly owned by F&M,
Mr. Dunlap, and Ms. Muhleisen) — 262,535 737,465 35,821 23,314 12,234
Farm and Home Insurance Agency, Inc. (indirectly owned by Mr. Dunlap and Ms. Muhleisen) 516,213 1,261,305 737,465 34,298 15,682 7,846
(a) In addition to the co-investments identified above, the related parties in the above table have also contributed directly in tax equity solar partnerships in which are managed by the Company, and the Company receives management and performance fees on such activity. The fees recognized by the Company for these projects are included in the above table.
Stock Repurchase
On August 25, 2025, the Company repurchased, in a privately negotiated transaction under the Company’s existing stock repurchase program, a total of 41,929 shares of the Company’s Class A common stock from a certain significant shareholder. The shares were repurchased at a discount to the closing market price of the Company’s Class A common stock as of August 21, 2025, and the transaction was separately approved by the Company’s Board of Directors and its Nominating and Corporate Governance Committee.
On November 13, 2023, the Company repurchased, in a privately negotiated transaction under the Company’s existing stock repurchase program, a total of 283,112 shares of the Company’s Class A common stock from certain family members of Mr. Dunlap. The shares were repurchased at a discount to the closing market price of the Company’s Class A common stock as of November 10, 2023, and the transaction was separately approved by the Company’s Board of Directors and its Nominating and Corporate Governance Committee.
Transactions with Michael Dunlap
Through December 2025, the Company owned an 82.5 % interest in an aircraft due to the frequent business travel needs of its executives, as well as the limited availability of commercial air service in Lincoln, Nebraska, where the Company's headquarters are located. An entity owned by Michael Dunlap (MSD) held the remaining 17.5 % ownership interest. In December 2025, the Company and MSD disposed of the aircraft, generating total proceeds of $ 5.5 million, which were distributed in proportion to each party’s ownership interest.
Earlier in 2025, the Company and MSD entered into a similar arrangement for the acquisition of a new aircraft. Under this agreement, the Company’s holds an 80.0 % ownership interest and MSD holds a 20.0 % ownership interest. During 2025, the parties completed the purchase of the aircraft for a total cost of $ 11.7 million, with costs allocated based on respective ownership interests.
F - 69
NELNET, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(Dollars in thousands, except share amounts, unless otherwise noted)
24. Fair Value
The following tables present the Company’s financial assets and liabilities that are measured at fair value on a recurring basis. There were no transfers into or out of level 1, level 2, or level 3 for the years ended December 31, 2025 and 2024.
As of December 31, 2025 As of December 31, 2024
Level 1 Level 2 Total Level 1 Level 2 Total
Assets:
Investments (a):
Asset-backed debt securities - available-for-sale $ 100 1,304,888 1,304,988 100 1,085,726 1,085,826
Equity securities 22,107 — 22,107 455 — 455
Equity securities measured at net asset value (b) 87,541 74,039
Total investments 22,207 1,304,888 1,414,636 555 1,085,726 1,160,320
Derivative instruments (c) — 614 614 — 3,232 3,232
Total assets $ 22,207 1,305,502 1,415,250 555 1,088,958 1,163,552
Liabilities:
Derivative instruments (c) $ — 1,727 1,727 — 53 53
Total liabilities $ — 1,727 1,727 — 53 53
(a) Investments represent investments recorded at fair value on a recurring basis. Level 1 investments are measured based upon quoted prices and as of December 31, 2025 and 2024, include investments traded on an active exchange and a single U.S. Treasury security. Level 2 investments include student loan asset-backed, mortgage-backed, collateralized loan obligation, and other consumer loan-backed securities. The fair value for the Level 2 securities is determined using indicative quotes from broker-dealers or an income approach valuation technique (present value using the discount rate adjustment technique) that considers, among other things, rates currently observed in publicly traded debt markets for debt of similar terms issued by companies with comparable credit risk.
(b) In accordance with the Fair Value Measurements Topic of the FASB Accounting Standards Codification, certain investments that are measured at fair value using the net asset value per share (or its equivalent) practical expedient have not been classified in the fair value hierarchy.
(c) The Company’s non-centrally cleared derivatives are accounted for at fair value on a recurring basis. The fair value of derivative financial instruments is determined using a market approach in which derivative pricing models use the stated terms of the contracts and observable yield curves and volatilities from active markets. When determining the fair value of derivatives, the Company takes into account counterparty credit risk for positions where it is exposed to the counterparty on a net basis by assessing exposure net of collateral held. The net exposures for each counterparty are adjusted based on market information available for the specific counterparty.
F - 70
NELNET, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(Dollars in thousands, except share amounts, unless otherwise noted)
The following table summarizes the fair values of all of the Company’s financial instruments on the consolidated balance sheets:
As of December 31, 2025
Fair value Carrying value Level 1 Level 2 Level 3
Financial assets:
Loans receivable $ 9,978,262 9,477,759 — — 9,978,262
Accrued loan interest receivable 528,936 528,936 — 528,936 —
Cash and cash equivalents 295,983 295,983 295,983 — —
Investments at fair value 1,414,636 1,414,636 22,207 1,304,888 —
Investments - held-to-maturity asset-backed securities 215,722 211,299 — 215,722 —
Notes receivable 32,085 32,085 — 32,085 —
Beneficial interest in loan securitizations 211,398 194,830 — — 211,398
Restricted cash 357,639 357,639 357,639 — —
Restricted cash – due to customers 319,924 319,924 319,924 — —
Derivative instruments 614 614 — 614 —
Financial liabilities:
Bonds and notes payable 7,784,936 7,780,927 — 7,784,936 —
Accrued interest payable 20,426 20,426 — 20,426 —
Bank deposits 1,658,675 1,669,173 1,040,077 618,598 —
Due to customers 457,844 457,844 457,844 — —
Derivative instruments 1,727 1,727 — 1,727 —
As of December 31, 2024
Fair value Carrying value Level 1 Level 2 Level 3
Financial assets:
Loans receivable $ 10,008,165 9,443,461 — — 10,008,165
Accrued loan interest receivable 549,283 549,283 — 549,283 —
Cash and cash equivalents 194,518 194,518 194,518 — —
Investments at fair value 1,160,320 1,160,320 555 1,085,726 —
Investments - held-to-maturity asset-backed securities 216,164 210,774 — 216,164 —
Notes receivable 32,258 32,258 — 32,258 —
Beneficial interest in loan securitizations 229,510 213,809 — — 229,510
Restricted cash 332,100 332,100 332,100 — —
Restricted cash – due to customers 404,402 404,402 404,402 — —
Derivative instruments 3,232 3,232 — 3,232 —
Financial liabilities:
Bonds and notes payable 8,343,565 8,309,797 — 8,343,565 —
Accrued interest payable 21,046 21,046 — 21,046 —
Bank deposits 1,172,707 1,186,131 744,721 427,986 —
Due to customers 478,469 478,469 478,469 — —
Derivative instruments 53 53 — 53 —
The methodologies for estimating the fair value of financial assets and liabilities that are measured at fair value on a recurring basis are previously discussed. The remaining financial assets and liabilities were estimated using the following methods and assumptions:
F - 71
NELNET, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(Dollars in thousands, except share amounts, unless otherwise noted)
Loans Receivable
Fair values for loans receivable were determined by modeling loan cash flows using stated terms of the assets and internally developed assumptions. The significant assumptions used to project cash flows are prepayment speeds, default rates, cost of funds, required return on equity, and future interest rate and index relationships. A number of significant inputs into the models are internally derived and not observable to market participants.
Investments - Held to Maturity
Fair values for investments classified as held to maturity were determined by using indicative quotes from broker-dealers or an income approach valuation technique (present value using the discount rate adjustment technique) that considers, among other things, rates currently observed in publicly traded debt markets for debt of similar terms issued by companies with comparable credit risk.
Notes Receivable
Fair values for notes receivable were determined by using model-derived valuations with observable inputs, including current market rates.
Beneficial Interest in Loan Securitizations
Fair values for beneficial interest in loan securitizations were determined by modeling securitization cash flows and internally developed assumptions. The significant assumptions used to project cash flows are prepayment speeds, default rates, cost of funds, required return on equity, and future interest rate and index relationships. A number of significant inputs into the models are internally derived and not observable to market participants.
Cash and Cash Equivalents, Restricted Cash, Restricted Cash – Due to Customers, Accrued Loan Interest Receivable, Accrued Interest Payable, and Due to Customers
The carrying amount approximates fair value due to the variable rate of interest and/or the short maturities of these instruments.
Bonds and Notes Payable
The fair value of student loan asset-backed securitizations and warehouse facilities was determined from quotes from broker-dealers or through standard bond pricing models using the stated terms of the borrowings, observable yield curves, market credit spreads, and weighted-average life of underlying collateral. For all other bonds and notes payable, the carrying amount approximates fair value due to the variable rate of interest and/or the short maturities of these instruments.
Bank Deposits
Some of the Company’s deposits are fixed-rate and the fair value for these deposits are estimated using discounted cash flows based on rates currently offered for deposits of similar maturities. These are level 2 valuations. The fair value of the remaining deposits equals the amounts payable on demand at the balance sheet date and are reported at their carrying value. These are level 1 valuations.
Limitations
The fair value estimates are made at a specific point in time based on relevant market information and information about the financial instruments. Because no market exists for a significant portion of the Company's financial instruments, fair value estimates are based on judgments regarding future expected loss experience, current economic conditions, risk characteristics of various financial instruments, and other factors. These estimates are subjective in nature and involve uncertainties and matters of significant judgment and therefore cannot be determined with precision. Therefore, the calculated fair value estimates in many instances cannot be substantiated by comparison to independent markets and, in many cases, may not be realizable in a current sale of the instrument. Changes in assumptions could significantly affect the estimates.
25. Commitments and Contingencies
The Company is subject to various claims, lawsuits, and proceedings that arise in the normal course of business. These matters frequently involve disputes with other business entities and claims by student loan borrowers disputing the manner in which their student loans have been serviced or the accuracy of reports to credit bureaus, claims by student loan borrowers or other
F - 72
NELNET, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(Dollars in thousands, except share amounts, unless otherwise noted)
consumers alleging that state or Federal privacy, cybersecurity, and other consumer protection laws have been violated in the process of servicing loans or conducting other business activities. In addition, from time to time, the Company receives information and document requests or demands from state or federal regulators concerning its business practices. The Company cooperates with these inquiries and responds to the requests or demands. While the Company cannot predict the ultimate outcome of any claim, regulatory examination, inquiry, or investigation, the Company believes its activities have materially complied with applicable law, including the Higher Education Act, the rules and regulations adopted by the Department thereunder, and the Department's guidance regarding those rules and regulations, and applicable consumer protection laws and regulations. On the basis of present information, anticipated insurance coverage, and advice received from counsel, it is the opinion of the Company's management that the disposition or ultimate determination of claims, lawsuits, and proceedings such as those discussed above will not have a material adverse effect on the Company's business, financial position, or results of operations.
26. Condensed Parent Company Financial Statements
The following represents the condensed balance sheets as of December 31, 2025 and 2024 and condensed statements of income, comprehensive income, and cash flows for each of the years in the three-year period ended December 31, 2025 for Nelnet, Inc.
The Company is limited in the amount of funds that can be transferred to it by its subsidiaries through intercompany loans, advances, or cash dividends. These limitations relate to the restrictions by trust indentures under the lending subsidiaries debt financing arrangements.
Balance Sheets
(Parent Company Only)
As of December 31, 2025 and 2024
2025 2024
Assets:
Cash and cash equivalents $ 47,755 55,515
Investments at fair value 349,832 490,001
Other investments and notes receivable 133,070 545,066
Investment in subsidiary debt 270,351 75,231
Restricted cash 47,556 49,257
Investment in subsidiaries 2,723,511 2,054,583
Notes receivable from subsidiaries 17,071 64,955
Other assets 175,372 131,040
Total assets $ 3,764,518 3,465,648
Liabilities:
Notes payable, net of debt issuance costs $ ( 409 ) ( 986 )
Other liabilities 77,297 114,715
Total liabilities 76,888 113,729
Equity:
Nelnet, Inc. shareholders' equity:
Common stock 359 363
Additional paid-in capital 1,481 7,389
Retained earnings 3,681,333 3,340,540
Accumulated other comprehensive earnings, net 2,619 1,470
Total Nelnet, Inc. shareholders' equity 3,685,792 3,349,762
Noncontrolling interests 1,838 2,157
Total equity 3,687,630 3,351,919
Total liabilities and shareholders' equity $ 3,764,518 3,465,648
F - 73
NELNET, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(Dollars in thousands, except share amounts, unless otherwise noted)
Statements of Income
(Parent Company Only)
Years ended December 31, 2025, 2024, and 2023
2025 2024 2023
Investment interest income $ 47,853 58,829 86,696
Interest expense on bonds and notes payable 298 8,790 31,142
Net interest income 47,555 50,039 55,554
Other income (expense):
Other, net 68,063 34,454 ( 57,959 )
Equity in subsidiaries income 218,643 110,381 101,885
Derivative market value adjustments and derivative settlements, net ( 3,195 ) 10,639 ( 15,662 )
Gain on partial redemption of ALLO investment 175,044 — —
Total other income (expense), net 458,555 155,474 28,264
Operating expenses 2,626 4,368 5,445
Impairment expense 3,575 537 2,060
Total expenses 6,201 4,905 7,505
Income before income taxes 499,909 200,608 76,313
Income tax (expense) benefit ( 71,754 ) ( 17,277 ) 13,303
Net income 428,155 183,331 89,616
Net loss attributable to noncontrolling interests 319 714 210
Net income attributable to Nelnet, Inc. $ 428,474 184,045 89,826
Statements of Comprehensive Income
(Parent Company Only)
Years ended December 31, 2025, 2024, and 2023
2025 2024 2023
Net income $ 428,155 183,331 89,616
Other comprehensive income:
Net changes related to equity in subsidiaries other comprehensive (loss) income $ ( 675 ) 8,091 9,473
Net changes related to available-for-sale debt securities:
Unrealized holding gains arising during period, net 1,973 19,242 6,412
Reclassification of losses (gains) recognized in net income, net 425 ( 1,481 ) 3,818
Income tax effect ( 574 ) 1,824 ( 4,263 ) 13,498 ( 2,456 ) 7,774
Other comprehensive income 1,149 21,589 17,247
Comprehensive income 429,304 204,920 106,863
Comprehensive loss attributable to noncontrolling interests 319 714 210
Comprehensive income attributable to Nelnet, Inc. $ 429,623 205,634 107,073
F - 74
NELNET, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(Dollars in thousands, except share amounts, unless otherwise noted)
Statements of Cash Flows
(Parent Company Only)
Years ended December 31, 2025, 2024, and 2023
2025 2024 2023
Net income attributable to Nelnet, Inc. $ 428,474 184,045 89,826
Net loss attributable to noncontrolling interest ( 319 ) ( 714 ) ( 210 )
Net income 428,155 183,331 89,616
Adjustments to reconcile net income to net cash (used in) provided by operating activities:
Depreciation and amortization 635 621 620
Derivative market value adjustments 5,289 ( 5,422 ) 40,250
Proceeds from termination of derivative instruments — — 164,079
(Payments to) proceeds from clearinghouse - initial and variation margin, net ( 5,910 ) 2,374 ( 213,923 )
Gain on partial redemption of ALLO investment ( 175,044 ) — —
Equity in earnings of subsidiaries ( 218,643 ) ( 110,381 ) ( 101,885 )
(Gain) loss on investments, net ( 53,862 ) ( 28,704 ) 64,634
Deferred income tax expense (benefit) 553 ( 42,741 ) ( 71,424 )
Non-cash compensation expense 13,274 12,045 16,476
Impairment expense 3,575 537 2,060
Other 3,598 ( 227 ) ( 125 )
Changes in operating assets and liabilities:
(Increase) decrease in other assets ( 29,144 ) 5,522 ( 18,031 )
(Decrease) increase in other liabilities ( 50,735 ) ( 4,611 ) 11,049
Total adjustments ( 506,414 ) ( 170,987 ) ( 106,220 )
Net cash (used in) provided by operating activities ( 78,259 ) 12,344 ( 16,604 )
Cash flows from investing activities:
Purchases of available-for-sale securities ( 85,015 ) ( 168,117 ) ( 206,927 )
Proceeds from sales of available-for-sale securities 116,388 278,372 569,670
Proceeds from beneficial interest in private loan securitizations 6,897 7,001 6,783
Capital (contributions to) distributions from subsidiaries, net ( 133,914 ) 28,539 355,790
Decrease (increase) in notes receivable from subsidiaries 47,884 37,739 ( 35,682 )
(Purchases of) payments on subsidiary debt, net ( 171,983 ) 211,961 122,999
Purchases of other investments and issuances of notes receivable ( 44,581 ) ( 128,583 ) ( 60,707 )
Proceeds from other investments and repayments of notes receivable 443,637 63,080 32,732
Net cash provided by investing activities 179,313 329,992 784,658
Cash flows from financing activities:
Payments on notes payable — ( 208,101 ) ( 954,163 )
Proceeds from issuance of notes payable — 37 199,855
Payments of debt issuance costs ( 58 ) — —
Dividends paid ( 42,993 ) ( 40,836 ) ( 39,419 )
Repurchases of common stock ( 69,346 ) ( 83,290 ) ( 28,028 )
Proceeds from issuance of common stock 1,882 1,946 1,780
Issuance of noncontrolling interest — — 2,580
Net cash used in financing activities ( 110,515 ) ( 330,244 ) ( 817,395 )
Net (decrease) increase in cash, cash equivalents, and restricted cash ( 9,461 ) 12,092 ( 49,341 )
Cash, cash equivalents, and restricted cash, beginning of period 104,772 92,680 142,021
Cash, cash equivalents, and restricted cash, end of period $ 95,311 104,772 92,680
Cash disbursements made for:
Interest $ 50 10,732 34,895
Income taxes, net of refunds and credits $ 68,736 15,238 47,589
Non-cash investing and financing activities:
(Contributions to) distributions from subsidiaries, net $ ( 315,607 ) ( 27,292 ) 6,888
Issuance of noncontrolling interest $ — — 220
F - 75