[Form 4] Nelnet, Inc. Insider Trading Activity

Rhea-AI Filing Summary

Nelnet, Inc. (NNI) – Form 4 insider transaction

On 07/28/2025, director and 10 % owner Shelby J. Butterfield reported a Code G gift/estate-planning transfer of 18,424 Class B shares previously held in a charitable lead annuity trust (CLAT); no cash consideration was involved.

Of those shares, 3,685 and 3,684 were placed into two new family trusts while the remaining 11,055 shares were distributed to other descendants outside the reporting person’s household, reducing the CLAT’s position to zero.

Post-transaction Butterfield continues to control roughly 2.86 million Class B shares and 510 Class A shares across multiple trusts, a corporation and GRAT vehicles, plus 42,879 Class B shares held directly—maintaining her status as a >10 % shareholder. The activity reflects internal asset reallocation rather than market-driven buying or selling and is therefore unlikely to affect Nelnet’s share supply, liquidity or governance dynamics.

Insights

Securities Analyst

TL;DR: Gift of 18k shares to trusts; ownership intact; neutral for valuation.

The Code G transaction shifts 18,424 Class B shares from a terminating CLAT to family trusts. Because no consideration changed hands and Butterfield retains approximately 2.9 million shares, there is no meaningful impact on public float or insider sentiment. The filing primarily confirms continued insider control, so trading implications are minimal.

Corporate Governance Expert

TL;DR: Estate-planning transfer, governance footprint unchanged.

Butterfield’s direct stake decreases slightly, but her aggregate voting power remains sizable through numerous estate vehicles. No board composition or control thresholds are affected. Investors should view this as routine wealth-transfer activity rather than a governance signal.

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

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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

3. Date of Earliest Transaction (Month/Day/Year)
07/28/2025

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	07/28/2025		G(1)		18,424	D	$0	0	I	By CLAT
Class B Common Stock	07/28/2025		G(1)		3,685	A	$0	3,685(2)	I	By trust
Class B Common Stock	07/28/2025		G(1)		3,684	A	$0	3,684(3)	I	By trust
Class A Common Stock								510(4)	I	By Butterfield GST Non-Exempt Marital Trust
Class B Common Stock								220,882(4)	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								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. Represents the transfer of shares upon the termination of the charitable lead annuity trust ("CLAT") established by Stephen F. Butterfield in accordance with its terms. 7,369 shares of Class B Common Stock were transferred to the trusts described in footnotes (2) and (3) below. The remaining 11,055 shares of Class B Common Stock were transferred to descendants of Mr. Butterfield who do not share the reporting person's household.

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

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

4. 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 number of shares of Class B Common Stock reflects the transfer of 7,571 shares of Class B Common Stock from the Estate of Stephen F. Butterfield (the "Butterfield Estate") to the Non-Exempt Marital Trust on February 6, 2025 as discussed in footnote (15) below . 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.

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 Butterfield Estate, for which the reporting person is the personal representative, and which number of shares reflects the transfer of 7,571 shares of Class B Common Stock from the Butterfield Estate to the Non-Exempt Marital Trust on February 6, 2025 as discussed in footnote (4) above. 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.

	/s/ Audra Hoffschneider, Attorney-in-Fact for Shelby J. Butterfield	07/30/2025
	** 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

Why did Shelby J. Butterfield file this Form 4 for NNI?

A Code G filing was required because 18,424 Class B shares were transferred out of a charitable lead annuity trust on 07/28/2025.

How many Nelnet Class B shares were transferred?

18,424 Class B shares moved from the CLAT; 3,685 and 3,684 went to two new trusts, and 11,055 to other descendants.

Was any cash exchanged in the transaction?

No. Code G indicates a gift or trust transfer, and the filing shows a $0 price per share.

What is Shelby J. Butterfield’s ownership after the transfer?

She still beneficially owns about 2.86 M Class B shares plus 510 Class A shares via various trusts, entities and direct holdings.

Does Butterfield remain a 10 % owner of Nelnet?

Yes. Her aggregate holdings comfortably exceed the 10 % threshold even after the gift transfer.

What does transaction code G mean in a Form 4?

Code G denotes a gift or intra-family/estate transfer with no market sale or purchase involved.