8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported)

December 16, 2022

NELNET, INC.

(Exact name of registrant as specified in its charter)

Registrant's telephone number, including area code (402) 458-2370

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act

(17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act

(17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company    ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.                                    ☐

Item 8.01 Other Events.

On December 16, 2022, Nelnet, Inc. (the “Company”) announced the death of William R. Cintani, member of the Company's Board of Directors. Mr. Cintani passed away on December 10, 2022, at the age of 70. A copy of the press release issued in connection with the announcement is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

Item 9.01 Financial Statements and Exhibits.

(d)    Exhibits. The following exhibit is furnished as part of this report:

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

NELNET, INC.

Date: December 16, 2022                By:    /s/ JAMES D. KRUGER

Name:    James D. Kruger

Title:    Chief Financial Officer

Document

Nelnet Mourns the Loss of Board Member William Cintani

Lincoln, NEB., Nelnet (NYSE: NNI) today announced with great sadness that board member William “Bill” Cintani passed away on December 10, 2022.

Cintani joined Nelnet’s board of directors in May 2012 and was long-time chairman and chief executive officer of Mapes Industries. Before joining the Nelnet board, he served 10 years as a member of the board of directors of certain of the company’s asset-backed securities special purpose corporations. With over 40 years of diverse business experience and financial acumen, Cintani added immeasurable value to the board for over a decade, helping to lead Nelnet down its current path of success through strategic diversification and strong financial positioning.

Nelnet’s executive chairman of the board Michael Dunlap shared, “Bill was an incredible mentor to me personally as well as to Nelnet over the last 25 years. His pragmatic, straight-forward counsel played a significant role in Nelnet's success, and his advice, wit and dry sense of humor will be dearly missed.”

Dunlap added, “Our thoughts are with Bill’s family and friends, particularly his wife Marilyn and children Brian, David, Michael and Laura, during this difficult time.”