[Form 4] Nelnet, Inc. Insider Trading Activity

Rhea-AI Filing Summary

Nelnet, Inc. (NNI) Form 4 – insider re-registration of shares

On 07/28/2025 director and >10% owner Angela L. Muhleisen reported a series of zero-price, non-market transactions involving Class A common stock. The principal item (transaction code “W”) moved 1,230,680 shares from the estate of the late Dan D. Muhleisen to Ms. Muhleisen’s direct ownership, increasing her direct stake to 2,202,879 shares.

Multiple “G” coded entries reflect the scheduled termination of several 2020 and 2022 Grantor Retained Annuity Trusts (GRATs). Blocks of 9,346 – 19,591 shares were distributed to two post-annuity trusts—one for the couple’s adult daughter and one for their adult son—while corresponding amounts were removed from the GRATs. Additional indirect positions remain in eight active GRATs (26,810 – 44,825 shares each) and two 2012 Dynasty Trusts (276,000 shares each), plus two 2020 Dynasty Trusts (10,000 shares each).

No open-market purchases or sales occurred; all movements are internal estate-planning transfers that do not change the filer’s overall economic exposure to NNI. The filing therefore carries limited immediate market significance but clarifies the registration and custodial location of a substantial insider holding.

Insights

Corporate Governance Analyst

TL;DR – Estate-planning transfers; no cash, no valuation change, neutral impact.

The transactions merely shift record ownership among the Muhleisen estate, GRATs and dynasty trusts. Because every line item is filed at $0.00 and uses codes “W” (will/estate) or “G” (gift), there is no indication of discretionary buying or selling. Ms. Muhleisen’s direct stake rises, yet her aggregate beneficial ownership remains effectively unchanged. From a governance standpoint the disclosure is positive for transparency, but market impact is negligible; liquidity, float and control percentages are not materially affected. Rating 0 (neutral).

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^*

MUHLEISEN ANGIE

(Last) (First) (Middle)

C/O FARMERS & MERCHANTS INVESTMENT INC.

6801 SOUTH 27TH STREET

(Street)

LINCOLN NE 68512

(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 A Common Stock	07/28/2025		W(1)		1,230,680	D	$0	0	I	By Estate
Class A Common Stock	07/28/2025		W(1)		1,230,680	A	$0	2,202,879	D
Class A Common Stock	07/28/2025		G(2)		28,037	D	$0	0	I	By GRAT
Class A Common Stock	07/28/2025		G(2)		14,019	A	$0	38,652(3)	I	By trust
Class A Common Stock	07/28/2025		G(2)		14,018	A	$0	38,651(4)	I	By trust
Class A Common Stock	07/28/2025		G(5)		29,379	D	$0	0	I	By GRAT
Class A Common Stock	07/28/2025		G(5)		14,689	A	$0	53,341(3)	I	By trust
Class A Common Stock	07/28/2025		G(5)		14,690	A	$0	53,341(4)	I	By trust
Class A Common Stock	07/28/2025		G(6)		18,692	D	$0	0	I	By GRAT
Class A Common Stock	07/28/2025		G(6)		9,346	A	$0	62,687(3)	I	By trust
Class A Common Stock	07/28/2025		G(6)		9,346	A	$0	62,687(4)	I	By trust
Class A Common Stock	07/28/2025		G(7)		19,591	D	$0	0	I	By GRAT
Class A Common Stock	07/28/2025		G(7)		9,795	A	$0	72,482(3)	I	By trust
Class A Common Stock	07/28/2025		G(7)		9,796	A	$0	72,483(4)	I	By trust
Class A Common Stock								30,050(8)	I	By GRAT
Class A Common Stock								35,258(9)	I	By GRAT
Class A Common Stock								33,831(10)	I	By GRAT
Class A Common Stock								39,348(11)	I	By GRAT
Class A Common Stock								26,810(12)	I	By GRAT
Class A Common Stock								32,980(13)	I	By GRAT
Class A Common Stock								37,425(14)	I	By GRAT
Class A Common Stock								44,825(15)	I	By GRAT
Class A Common Stock								276,000(16)	I	By Dynasty Trust
Class A Common Stock								276,000(17)	I	By Dynasty Trust
Class A Common Stock								10,000(18)	I	By 2020 Dynasty Trust
Class A Common Stock								10,000(19)	I	By 2020 Dynasty Trust

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 from the estate of Dan D. Muhleisen (the "Estate") to Angela L. Muhleisen. Ms. Muhleisen reported beneficial ownership the shares held by the Estate while it was being administered, but disclaimed beneficial ownership of the shares held by the Estate except to the extent of her pecuniary interest therein.

2. Represents the transfer of shares upon the termination of a Dan D. Muhleisen GRAT dated 6/10/2020 pursuant to its terms. The shares were transferred to the trusts described in footnotes (3) and (4) below.

3. Shares held by the Dan D. Muhleisen 2020 Post-Annuity GRAT, of which an adult daughter of Ms. and Mr. Muhleisen is the beneficiary. Ms. Muhleisen 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 her pecuniary interest therein.

4. Shares held by the Dan D. Muhleisen 2020 Post-Annuity GRAT, of which an adult son of Ms. and Mr. Muhleisen is the beneficiary. Ms. Muhleisen 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 her pecuniary interest therein.

5. Represents the transfer of shares upon the termination of a separate Dan D. Muhleisen GRAT dated 6/10/2020 pursuant to its terms. The shares were transferred to the trusts described in footnotes (3) and (4) above.

6. Represents the transfer of shares upon the termination of an Angela L. Muhleisen GRAT dated 6/10/2020 pursuant to its terms. The shares were transferred to the trusts described in footnotes (3) and (4) above.

7. Represents the transfer of shares upon the termination of a separate Angela L. Muhleisen GRAT dated 6/10/2020 pursuant to its terms. The shares were transferred to the trusts described in footnotes (3) and (4) above.

8. Shares held by a separate Angela L. Muhleisen GRAT dated 6/10/2020. Ms. Muhleisen 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 her pecuniary interest therein.

9. Shares held by a separate Angela L. Muhleisen GRAT dated 6/10/2020. Ms. Muhleisen 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 her pecuniary interest therein.

10. Shares held by a separate Angela L. Muhleisen GRAT dated 6/10/2020. Ms. Muhleisen 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 her pecuniary interest therein.

11. Shares held by a separate Angela L. Muhleisen GRAT dated 6/10/2020. Ms. Muhleisen 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 her pecuniary interest therein.

12. Shares held by an Angela L. Muhleisen GRAT dated 11/29/2022. Ms. Muhleisen 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 her pecuniary interest therein.

13. Shares held by a separate Angela L. Muhleisen GRAT dated 11/29/2022. Ms. Muhleisen 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 her pecuniary interest therein.

14. Shares held by a separate Angela L. Muhleisen GRAT dated 11/29/2022. Ms. Muhleisen 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 her pecuniary interest therein.

15. Shares held by a separate Angela L. Muhleisen GRAT dated 11/29/2022. Ms. Muhleisen 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 her pecuniary interest therein.

16. Shares held by a Dynasty Trust established by Ms. and Mr. Muhleisen in 2012, of which the adult daughter of Ms. and Mr. Muhleisen is the initial beneficiary. Ms. Muhleisen 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 her pecuniary interest therein.

17. Shares held by a Dynasty Trust established by Ms. and Mr. Muhleisen in 2012, of which the adult son of Ms. and Mr. Muhleisen is the initial beneficiary. Ms. Muhleisen 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 her pecuniary interest therein.

18. Shares held by a Dynasty Trust established by Ms. Muhleisen in 2020, of which the adult daughter and the adult son of Ms. and Mr. Muhleisen are the initial beneficiaries. Ms. Muhleisen 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 her pecuniary interest therein.

19. Shares held by a Dynasty Trust established by Mr. Muhleisen in 2020, of which the adult daughter and the adult son of Ms. and Mr. Muhleisen are the initial beneficiaries. Ms. Muhleisen 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 her pecuniary interest therein.

	/s/ Audra Hoffschneider, Attorney-in-Fact for Angela L. Muhleisen	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

How many Nelnet (NNI) shares were moved from the estate to Angela Muhleisen?

The Form 4 shows 1,230,680 shares transferred from the estate to Ms. Muhleisen’s direct ownership.

Were any Nelnet shares bought or sold on the open market?

No. All reported transactions were zero-price internal transfers coded as estate or gift movements.

What is Ms. Muhleisen’s direct holding after these transactions?

She now directly owns 2,202,879 Class A shares.

Why are “G” and “W” codes used in this Form 4?

Code W denotes a will/estate distribution; code G denotes a bona-fide gift such as a GRAT termination.

What is the effective date of all reported transfers?

Every transaction listed occurred on 07/28/2025.