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Nelnet CFO James D. Kruger reports two 4,080-share gifts

Reported holdings include 72,289 shares held directly by the CFO and 10,920 shares held by his spouse.

(Neutral)

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Form Type
4

Rhea-AI Filing Summary

Nelnet Inc. Chief Financial Officer James D. Kruger reported gift transfers of Class A common stock on October 5, 2026, as two GRATs terminated: 4,080 shares from a GRAT he established and 4,080 shares from a GRAT established by his spouse. Three trusts for his adult children each received two 1,360-share transfers. Reported holdings include 72,289 shares held directly by Kruger and 10,920 shares held by his spouse. No Rule 10b5-1 plan is reported.

Insider Kruger James D
Role Chief Financial Officer
Type Security Shares Price Value
Gift Class A Common Stock F1 4,080 $0.00 $0.00
Gift Class A Common Stock F1, F2 1,360 $0.00 $0.00
Gift Class A Common Stock F1, F3 1,360 $0.00 $0.00
Gift Class A Common Stock F1, F4 1,360 $0.00 $0.00
Gift Class A Common Stock F5 4,080 $0.00 $0.00
Gift Class A Common Stock F5, F2 1,360 $0.00 $0.00
Gift Class A Common Stock F5, F3 1,360 $0.00 $0.00
Gift Class A Common Stock F5, F4 1,360 $0.00 $0.00
holding Class A Common Stock F6 -- -- --
holding Class A Common Stock F7 -- -- --
holding Class A Common Stock F8 -- -- --
holding Class A Common Stock F9 -- -- --
Holdings After Transaction: Class A Common Stock — 0 shares (Indirect, By GRAT); Class A Common Stock — 12,720 shares (Indirect, By Trust); Class A Common Stock — 72,289 shares (Direct); Class A Common Stock — 90,192 shares (Indirect, By revocable trust); Class A Common Stock — 10,920 shares (Indirect, By spouse)
Footnotes (9)
  1. F1. Represents the transfer of shares upon the termination of a grantor retained annuity trust ("GRAT") established by the reporting person on September 1, 2021, pursuant to its terms. Prior to the termination of the GRAT, the number of Class A Common Stock held by the GRAT reflected an annuity distribution from the GRAT to the reporting person of 2,720 shares on September 24, 2026.
  2. F2. Shares held by a trust for the benefit of an adult son of the reporting person. The reporting person continues to report 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 his pecuniary interest therein.
  3. F3. Shares held by a trust for the benefit of another adult son of the reporting person. The reporting person continues to report 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 his pecuniary interest therein.
  4. F4. Shares held by a trust for the benefit of an adult daughter of the reporting person. The reporting person continues to report 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 his pecuniary interest therein.
  5. F5. Represents the transfer of shares upon the termination of a GRAT established by the reporting person's spouse on September 1, 2021, pursuant to its terms. Prior to the termination of the GRAT, the number of Class A Common Stock held by the GRAT reflected an annuity distribution from the GRAT to the reporting person's spouse of 2,720 shares on September 24, 2026.
  6. F6. Includes 4,729 shares issued pursuant to the issuer's Employee Share Purchase Plan. Also includes (i) 1,000 shares held jointly with spouse and (ii) 2,720 shares distributed to the reporting person by a GRAT as discussed in footnote (1) above.
  7. F7. Shares held by a revocable trust established by the reporting person, of which trust the reporting person is the sole trustee and sole lifetime beneficiary.
  8. F8. Shares held by a revocable trust established by the reporting person's spouse, of which trust the reporting person's spouse is the sole trustee and sole lifetime beneficiary.
  9. F9. Includes 2,720 shares distributed to the reporting person's spouse by a GRAT as discussed in footnote (5) above.
Shares disposed from each GRAT 4,080 shares One transfer from each of two GRATs on October 5, 2026
Shares acquired by each trust per transfer 1,360 shares Trusts for three adult children; two transfer groups on October 5, 2026
Direct holdings 72,289 shares Reported after the transactions on October 5, 2026
Shares held by spouse 10,920 shares Reported on October 5, 2026
grantor retained annuity trust (GRAT) financial
"termination of a grantor retained annuity trust ("GRAT") established by the reporting person"
beneficial ownership regulatory
"continues to report beneficial ownership of all the shares held by the trust"
Beneficial ownership means the person or entity that actually enjoys the benefits of owning shares or other assets — such as receiving dividends, voting rights, or price gains — even if the legal title is held in another name. For investors it matters because knowing who truly controls and profits from a company reveals who can influence decisions, exposes potential conflicts of interest or hidden concentration of power, and affects transparency and risk in the stock.
pecuniary interest regulatory
"except to the extent of his pecuniary interest therein"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

How many shares did NNI CFO James D. Kruger report transferring as gifts?

The transactions include two 4,080-share dispositions from GRATs and six acquisitions of 1,360 shares by trusts for his adult children, all dated October 5, 2026.

Why were the NNI GRAT shares transferred?

The shares were transferred upon the GRATs’ termination, pursuant to their terms. Each GRAT had been established on September 1, 2021; before termination, each reflected a 2,720-share annuity distribution on September 24, 2026, to Kruger or his spouse, respectively.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Learn about SEC filing dates
SEC Form 4
FORM 4UNITED 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*
Kruger James D

(Last)(First)(Middle)
121 SOUTH 13TH STREET
SUITE 100

(Street)
LINCOLN NEBRASKA 68508

(City)(State)(Zip)

UNITED STATES

(Country)
2. Issuer Name and Ticker or Trading Symbol
NELNET INC [ NNI ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director10% Owner
XOfficer (give title below)Other (specify below)
Chief Financial Officer
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
10/05/2026
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)

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)
CodeVAmount(A) or (D)Price
Class A Common Stock10/05/2026G(1)4,080D$00IBy GRAT
Class A Common Stock10/05/2026G(1)1,360A$03,860(2)IBy Trust
Class A Common Stock10/05/2026G(1)1,360A$06,360(3)IBy Trust
Class A Common Stock10/05/2026G(1)1,360A$011,360(4)IBy Trust
Class A Common Stock10/05/2026G(5)4,080D$00IBy GRAT
Class A Common Stock10/05/2026G(5)1,360A$05,220(2)IBy Trust
Class A Common Stock10/05/2026G(5)1,360A$07,720(3)IBy Trust
Class A Common Stock10/05/2026G(5)1,360A$012,720(4)IBy Trust
Class A Common Stock72,289(6)D
Class A Common Stock45,192(7)IBy revocable trust
Class A Common Stock45,000(8)IBy revocable trust
Class A Common Stock10,920(9)IBy spouse
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Explanation of Responses:
1. Represents the transfer of shares upon the termination of a grantor retained annuity trust ("GRAT") established by the reporting person on September 1, 2021, pursuant to its terms. Prior to the termination of the GRAT, the number of Class A Common Stock held by the GRAT reflected an annuity distribution from the GRAT to the reporting person of 2,720 shares on September 24, 2026.
2. Shares held by a trust for the benefit of an adult son of the reporting person. The reporting person continues to report 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 his pecuniary interest therein.
3. Shares held by a trust for the benefit of another adult son of the reporting person. The reporting person continues to report 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 his pecuniary interest therein.
4. Shares held by a trust for the benefit of an adult daughter of the reporting person. The reporting person continues to report 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 his pecuniary interest therein.
5. Represents the transfer of shares upon the termination of a GRAT established by the reporting person's spouse on September 1, 2021, pursuant to its terms. Prior to the termination of the GRAT, the number of Class A Common Stock held by the GRAT reflected an annuity distribution from the GRAT to the reporting person's spouse of 2,720 shares on September 24, 2026.
6. Includes 4,729 shares issued pursuant to the issuer's Employee Share Purchase Plan. Also includes (i) 1,000 shares held jointly with spouse and (ii) 2,720 shares distributed to the reporting person by a GRAT as discussed in footnote (1) above.
7. Shares held by a revocable trust established by the reporting person, of which trust the reporting person is the sole trustee and sole lifetime beneficiary.
8. Shares held by a revocable trust established by the reporting person's spouse, of which trust the reporting person's spouse is the sole trustee and sole lifetime beneficiary.
9. Includes 2,720 shares distributed to the reporting person's spouse by a GRAT as discussed in footnote (5) above.
/s/ Nicole M. Stawniak, Attorney-in-Fact for James D. Kruger10/07/2026
** Signature of Reporting PersonDate
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.
* Form 4: SEC 1474 (03-26)

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