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

Corporate Governance Expert

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.

Securities Analyst

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.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

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X

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Butterfield Shelby J

(Last) (First) (Middle)

C/O NELNET, INC.

121 SOUTH 13TH STREET, SUITE 100

(Street)

LINCOLN NE 68508

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
NELNET INC [ NNI ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
	Officer (give title below)	X	Other (specify below)
			Former 10% Owner

3. Date of Earliest Transaction (Month/Day/Year)
08/25/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Class B Common Stock	08/25/2025		C		41,929	D	(1)	178,953(2)	I	By Butterfield GST Non-Exempt Marital Trust
Class A Common Stock	08/25/2025		C		41,929	A	(1)	42,439(2)	I	By Butterfield GST Non-Exempt Marital Trust
Class A Common Stock	08/25/2025		S		41,929(3)	D	$119.25(4)	510(2)	I	By Butterfield GST Non-Exempt Marital Trust
Class B Common Stock								210,047(5)	I	By Butterfield GST Exempt Marital Trust
Class B Common Stock								42,879	D
Class B Common Stock								1,586,691(6)	I	By corporation
Class B Common Stock								70,582(7)	I	By GRAT
Class B Common Stock								93,841(8)	I	By GRAT
Class B Common Stock								100,000(9)	I	By GRAT
Class B Common Stock								61,392(10)	I	By GRAT
Class B Common Stock								75,640(11)	I	By GRAT
Class B Common Stock								82,729(12)	I	By GRAT
Class B Common Stock								61,309(13)	I	By GRAT
Class B Common Stock								70,488(14)	I	By GRAT
Class B Common Stock								5(15)	I	By the Estate of Stephen F. Butterfield
Class B Common Stock								18,394(16)	I	By trust
Class B Common Stock								18,394(17)	I	By trust
Class B Common Stock								136,636(18)	I	By limited liability company
Class B Common Stock								3,685(19)	I	By trust
Class B Common Stock								3,684(20)	I	By trust
Class B Common Stock								100	I	By the reporting person as UTMA custodian for daughter
Class B Common Stock								100	I	By the reporting person as UTMA custodian for son

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

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).

2. 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.

3. These shares were acquired by the issuer under the issuer's previously announced stock repurchase program in a privately negotiated transaction.

4. 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.

5. 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.

6. 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.

7. 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.

8. 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.

9. 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.

10. 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.

11. 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.

12. 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.

13. 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.

14. 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.

15. 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.

16. Shares held by a trust for the benefit of the reporting person's daughter.

17. Shares held by a trust for the benefit of the reporting person's son.

18. 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.

19. Shares held by a Butterfield CLAT Post-Annuity Trust, of which the daughter of the reporting person is the beneficiary.

20. Shares held by a separate Butterfield CLAT Post-Annuity Trust, of which the son of the reporting person is the beneficiary.

	/s/ Audra Hoffschneider, Attorney-in-Fact for Shelby J. Butterfield	08/27/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What transactions did Shelby J. Butterfield report on Form 4 for NNI?

The Form 4 reports a conversion of 41,929 Class B shares into Class A shares and a privately negotiated issuer repurchase of 41,929 Class A shares at $119.25 per share on 08/25/2025.

How many Class B shares does the filing show after the reported transactions?

The filing lists 178,953 Class B shares as beneficially owned following the reported transactions.

Was the Class B-to-Class A conversion taxable or exempt under Section 16 rules?

The filing states the conversion of convertible common stock at a fixed one-for-one ratio was exempt from Section 16(b) under Rule 16a-6(b).

What explanation is given for the repurchase price of $119.25?

Footnote disclosure states the repurchase price was based on a discount to the closing market price on August 21, 2025 as part of a privately negotiated transaction under the issuer's repurchase program.

Who signed the Form 4 and when?

The Form 4 was signed by Audra Hoffschneider, Attorney-in-Fact for Shelby J. Butterfield on 08/27/2025.