Nelnet insider converts 41,929 Class B shares; issuer repurchases at $119.25
Rhea-AI Filing Summary
Shelby J. Butterfield reported transactions in Nelnet, Inc. (NNI) on 08/25/2025 showing conversions, a sale and repurchase activity tied to the issuer's buyback program. A trust converted 41,929 shares of Class B common stock into an equal number of Class A shares; that conversion was exempt under Rule 16a-6(b). The filer also reports a privately negotiated issuer repurchase in which 41,929 Class A shares were sold to the issuer at $119.25 per share based on a discount to the closing price on August 21, 2025.
The Form 4 lists beneficial ownership aggregates across multiple trusts and entities, including 178,953 Class B shares reported following the transactions and various indirect holdings through marital trusts, GRATs, a family LLC and corporate holdings. The filing is signed by an attorney-in-fact on behalf of the reporting person.
Positive
- Conversion properly disclosed: The conversion of 41,929 Class B shares into Class A shares is explicitly recorded and noted as exempt under Rule 16a-6(b).
- Repurchase transaction disclosed with price: The privately negotiated issuer repurchase of 41,929 Class A shares is reported with a per-share price of $119.25 and explanation that the price was based on a discount to the August 21, 2025 closing price.
- Comprehensive attribution: Beneficial ownership across marital trusts, GRATs, a family LLC, a corporate holder and the Butterfield estate is itemized with disclaimers of non-pecuniary ownership where applicable.
Negative
- None.
Insights
TL;DR: Routine estate-planning conversions and participation in a company repurchase program; disclosure is comprehensive and consistent with Section 16 rules.
The Form 4 documents a conversion of Class B to Class A stock and a related privately negotiated repurchase at a disclosed per-share price, with explicit footnotes explaining indirect holdings across marital trusts, GRATs, a family LLC and the Butterfield estate. The conversion's exemption under Rule 16a-6(b) is properly noted, and the repurchase price disclosure clarifies it was based on a discount to the August 21, 2025 closing market price. From a governance standpoint, the filing provides clear attribution of indirect interests and appropriate disclaimers of non-pecuniary beneficial ownership.
TL;DR: Insider activity shows share conversion and issuer buyback participation; transaction size and disclosed price are modestly informative for share count changes.
The reported movement—conversion of 41,929 Class B shares and subsequent sale/repurchase of the same number of Class A shares at $119.25—results in the reporting of post-transaction aggregates such as 178,953 Class B shares beneficially owned. The sale was executed as a privately negotiated repurchase under the issuer's program, which can modestly affect publicly reported float but appears to be routine insider and estate-planning activity rather than a material change to control. Disclosures include adequate detail to reconcile indirect holdings across multiple trusts and vehicles.
Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Conversion | Class B Common Stock | 41,929 | $0.00 | -- |
| Conversion | Class A Common Stock | 41,929 | $0.00 | -- |
| Sale | Class A Common Stock | 41,929 | $119.25 | $5.00M |
| holding | Class B Common Stock | -- | -- | -- |
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| holding | Class B Common Stock | -- | -- | -- |
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| holding | Class B Common Stock | -- | -- | -- |
| holding | Class B Common Stock | -- | -- | -- |
| holding | Class B Common Stock | -- | -- | -- |
| holding | Class B Common Stock | -- | -- | -- |
| holding | Class B Common Stock | -- | -- | -- |
| holding | Class B Common Stock | -- | -- | -- |
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Footnotes (1)
- Shares of the issuer's Class B common stock are convertible at a fixed one-for-one ratio into an equal number of shares of the issuer's Class A common stock at any time at the holder's option. On August 25, 2025, the trust referred to in the footnote (2) below converted shares of Class B common stock into an equal number of shares of Class A common stock. Such conversion of convertible common stock at a fixed ratio was exempt from Section 16(b) under Rule 16a-6(b). Shares held by the Stephen F. Butterfield GST Non-Exempt Marital Trust (the "Non-Exempt Marital Trust"), an estate planning trust for the family of Stephen F. Butterfield. The reporting person reports beneficial ownership of all the shares held by the Non-Exempt Marital Trust, but disclaims beneficial ownership of the shares held by the trust except to the extent of her pecuniary interest therein. These shares were acquired by the issuer under the issuer's previously announced stock repurchase program in a privately negotiated transaction. Pursuant to the terms of the privately negotiated issuer repurchase transaction, this price was based on a discount to the closing market price on August 21, 2025. Shares held by the Stephen F. Butterfield GST Exempt Marital Trust, an estate planning trust for the family of Stephen F. Butterfield. The reporting person reports beneficial ownership of all the shares held by the trust, but disclaims beneficial ownership of the shares held by the trust except to the extent of her pecuniary interest therein. Shares held by Union Financial Services, Inc. ("UFS"), of which the Butterfield GST Non-Exempt Marital Trust owns 50.0% of the outstanding capital stock and the Executive Chairman of the issuer owns the other 50.0% of the outstanding capital stock. The reporting person reports beneficial ownership of all the shares held by UFS, but disclaims beneficial ownership of the shares held by UFS except to the extent of her pecuniary interest therein. Shares held by a GRAT established by the reporting person on December 18, 2015. The reporting person reports beneficial ownership of all the shares held by the trust, but disclaims beneficial ownership of the shares held by the trust except to the extent of her pecuniary interest therein. Shares held by a separate GRAT established by the reporting person on December 18, 2015. The reporting person reports beneficial ownership of all the shares held by the trust, but disclaims beneficial ownership of the shares held by the trust except to the extent of her pecuniary interest therein. Shares held by a separate GRAT established by the reporting person on December 18, 2015. The reporting person reports beneficial ownership of all the shares held by the trust, but disclaims beneficial ownership of the shares held by the trust except to the extent of her pecuniary interest therein. Shares held by a separate GRAT established by the reporting person on December 18, 2015. The reporting person reports beneficial ownership of all the shares held by the trust, but disclaims beneficial ownership of the shares held by the trust except to the extent of her pecuniary interest therein. Shares held by a separate GRAT established by the reporting person on December 18, 2015. The reporting person reports beneficial ownership of all the shares held by the trust, but disclaims beneficial ownership of the shares held by the trust except to the extent of her pecuniary interest therein. Shares held by a separate GRAT established by the reporting person on December 18, 2015. The reporting person reports beneficial ownership of all the shares held by the trust, but disclaims beneficial ownership of the shares held by the trust except to the extent of her pecuniary interest therein. Shares held by a GRAT established by Stephen F. Butterfield on December 18, 2015. The reporting person reports beneficial ownership of all the shares held by the trust, but disclaims beneficial ownership of the shares held by the trust except to the extent of her pecuniary interest therein. Shares held by a separate GRAT established by Stephen F. Butterfield on December 18, 2015. The reporting person reports beneficial ownership of all the shares held by the trust, but disclaims beneficial ownership of the shares held by the trust except to the extent of her pecuniary interest therein. Shares held by the Estate of Stephen F. Butterfield (the "Butterfield Estate"), for which the reporting person is the personal representative. The reporting person disclaims beneficial ownership of the shares held by the Butterfield Estate, except to the extent of her pecuniary interest therein. Shares held by a trust for the benefit of the reporting person's daughter. Shares held by a trust for the benefit of the reporting person's son. Shares held by a family limited liability company controlled by the reporting person. The reporting person disclaims beneficial ownership of the shares held by the limited liability company, except to the extent of her pecuniary interest therein. Shares held by a Butterfield CLAT Post-Annuity Trust, of which the daughter of the reporting person is the beneficiary. Shares held by a separate Butterfield CLAT Post-Annuity Trust, of which the son of the reporting person is the beneficiary.
