[Form 4] Nelnet, Inc. Insider Trading Activity

Rhea-AI Filing Summary

Nelnet, Inc. (NNI) insider trading disclosure: Thomas E. Henning, a company director, reported two stock sale transactions executed on 09/05/2025 under Rule 10b5-1 trading plans. The filings show a sale of 5,094 shares of Class A common stock at $128.87 per share and a separate sale of 3,102 shares at the same price. After the transactions, Henning is listed as beneficially owning 11,058 shares directly; the spouse’s plan disposed of shares leaving 0 indirect shares. The form was signed by an attorney-in-fact on 09/08/2025 and cites a power of attorney exhibit.

Positive

• Trades executed under Rule 10b5-1 plans, indicating pre-planned transactions that can mitigate insider trading concerns
• Filing includes full transaction details: dates, share counts, per-share price, and post-transaction beneficial ownership
• Attorney-in-fact signature and exhibit reference (Power of Attorney) show formal authorization and documentation

Negative

• Director sold 8,196 shares (5,094 and 3,102), which could be perceived negatively by some investors despite being pre-planned
• Spouse’s holdings reduced to zero indirectly, which removes a previously reported indirect stake

Insights

Corporate Governance Expert

TL;DR: Routine director sales executed under 10b5-1 plans reduce timing concerns but warrant standard disclosure review.

The transactions are explicitly documented as executed pursuant to Rule 10b5-1 trading plans established on June 6, 2025, for the reporting person and separately for the spouse. Use of pre-established plans typically limits insider trading concerns because trades are scheduled in advance, which is a governance best practice for insiders who transact equity. The filing includes required details: transaction dates, quantities, execution price, and post-transaction beneficial ownership. No derivative or option activity is reported. Impact on shareholders appears limited and procedural, not indicating company-specific material disclosure.

Securities Analyst

TL;DR: Modest, pre-planned insider sales; transaction size is unlikely to be materially market-moving for a public company of Nelnet’s scale.

The report records two discreet sales totaling 8,196 shares at $128.87 each on 09/05/2025. The disclosure specifies resulting direct beneficial ownership of 11,058 shares by the reporting person and shows the spouse’s indirect holdings reduced to zero. No acquisitions or derivative positions were reported, and the trades were processed via 10b5-1 plans entered June 6, 2025. From a market-impact perspective, these are routine insider liquidity transactions and the filing contains the standard required information for investor oversight.

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).

X

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^*

HENNING THOMAS EDWARD

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
09/05/2025

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 A Common Stock	09/05/2025		S(1)		5,094	D	$128.87	11,058	D
Class A Common Stock	09/05/2025		S(2)		3,102	D	$128.87	0	I	By 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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. This transaction was effected pursuant to a Rule 10b5-1 trading plan that was entered into by the reporting person on June 6, 2025.

2. This transaction was effected pursuant to a Rule 10b5-1 trading plan that was entered into by the reporting person's spouse on June 6, 2025.

Remarks:

Exhibit List: Exhibit 24 - Power of Attorney

	/s/ Nicole M. Stawniak, Attorney-in-Fact for Thomas E. Henning	09/08/2025
	** 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 did Nelnet director Thomas E. Henning disclose on Form 4 (NNI)?

He reported two sales on 09/05/2025 totaling 8,196 shares of Class A common stock at $128.87 per share, executed under Rule 10b5-1 plans.

Were the insider sales pre-planned under a 10b5-1 trading plan?

Yes. The filing states the reporting person’s plan and the spouse’s plan were each entered into on June 6, 2025 and the transactions were effected pursuant to those plans.

How many shares does Henning beneficially own after these transactions?

The Form 4 reports Henning beneficially owns 11,058 shares directly following the reported transactions.

Does the Form 4 report any derivative or option transactions?

No. Table II for derivative securities contains no reported transactions; only non-derivative Class A common stock sales are disclosed.

When was the Form 4 signed and who signed it?

The form was signed on 09/08/2025 by Nicole M. Stawniak as Attorney-in-Fact for Thomas E. Henning, and references Exhibit 24 (Power of Attorney).