Nelnet Inc (NNI) executive updates indirect Class B share ownership

Rhea-AI Filing Summary

Nelnet Inc’s executive chairman Michael S. Dunlap, who is also a director and 10% owner, reports his indirect holdings of the company’s Class B Common Stock as of a December 1, 2025 transaction date. The report shows 1,586,691 Class B shares held through Union Financial Services, Inc., where he is president and a 50% stockholder, and 1,600,000 Class B shares held by Dunlap Holdings, LLC, a family-controlled entity. Additional Class B shares are held through multiple 2011 grantor retained annuity trusts and dynasty trusts for the benefit of his adult sons and family members. For each entity, Dunlap states that he continues to report beneficial ownership of all shares but disclaims beneficial ownership except to the extent of his pecuniary interest. This filing is the second of two submitted to cover all December 1, 2025 transfers.

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

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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^*

DUNLAP MICHAEL S

(Last) (First) (Middle)

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	X	10% Owner
X	Officer (give title below)		Other (specify below)
	Executive Chairman of Board

3. Date of Earliest Transaction (Month/Day/Year)
12/01/2025

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								1,586,691(1)	I	By corporation
Class B Common Stock								240,025(2)	I	By trust
Class B Common Stock								353,417(3)	I	By trust
Class B Common Stock								353,417(4)	I	By trust
Class B Common Stock								432,774(5)	I	By GRAT
Class B Common Stock								353,254(6)	I	By GRAT
Class B Common Stock								1,600,000(7)	I	By Dunlap Holdings, LLC
Class B Common Stock								125,000(8)	I	By Dynasty Trust
Class B Common Stock								125,000(9)	I	By Dynasty Trust
Class B Common Stock								125,000(10)	I	By Dynasty Trust
Class B Common Stock								100(11)	I	By 2019 Dynasty Trust
Class B Common Stock								100(12)	I	By 2019 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. Shares held by Union Financial Services, Inc. ("UFS"), of which the reporting person is president and owns 50.0% of the outstanding capital stock. The reporting person continues to report beneficial ownership of all the shares held by UFS, but disclaims beneficial ownership of the shares held by UFS except to the extent of his pecuniary interest therein.

2. Shares held by a Michael S. Dunlap 2011 Post Annuity Irrevocable Trust. 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 separate Michael S. Dunlap 2011 Post Annuity Irrevocable Trust, of which an adult son of the reporting person is the beneficiary. 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 separate Michael S. Dunlap 2011 Post Annuity Irrevocable Trust, of which an adult son of the reporting person is the beneficiary. 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. Shares held by a Michael S. Dunlap Grantor Retained Annuity Trust dated December 19, 2011. 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.

6. Shares held by a separate Michael S. Dunlap Grantor Retained Annuity Trust dated December 19, 2011. 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.

7. Shares held by Dunlap Holdings, LLC, a family limited liability company which is controlled by the reporting person and his family. The reporting person continues to report beneficial ownership of all the shares held by Dunlap Holdings, LLC, but disclaims beneficial ownership of the shares held by Dunlap Holdings, LLC except to the extent of his pecuniary interest therein.

8. Shares held by a Dynasty Trust established by the reporting person in 2011, of which an adult son of the reporting person is the initial beneficiary. 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.

9. Shares held by a separate Dynasty Trust established by the reporting person in 2011, of which an adult son of the reporting person is the initial beneficiary. 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.

10. Shares held by a separate Dynasty Trust established by the reporting person in 2011, of which an adult son of the reporting person is the initial beneficiary. 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.

11. Shares held by a Dynasty Trust established by the reporting person in 2019, of which the adult sons of the reporting person and his spouse are the initial beneficiaries. 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.

12. Shares held by a Dynasty Trust established by the reporting person's spouse in 2019, of which the adult sons of the reporting person and his spouse are the initial beneficiaries. 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.

Remarks:

Two of two Form 4s filed on December 3, 2025 for the reporting of the December 1, 2025 transfers included in the first Form 4. This second Form 4 includes additional holdings that could not be included in the first Form 4 due to a limitation on the number of line items that can be included per table in a single Form 4.

	/s/ Nicole M. Stawniak, Attorney-in-Fact for Michael S. Dunlap	12/03/2025
	** 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 does this Form 4 for Nelnet Inc (NNI) report for Michael S. Dunlap?

The Form 4 reports indirect beneficial ownership of Nelnet Inc Class B Common Stock by Michael S. Dunlap, reflecting holdings through a corporation, LLCs, grantor retained annuity trusts, and dynasty trusts tied to him and his family.

How many Nelnet Inc (NNI) Class B shares are held through Union Financial Services, Inc.?

Union Financial Services, Inc., where Michael S. Dunlap is president and owns 50.0% of the capital stock, holds 1,586,691 shares of Nelnet Inc Class B Common Stock reported as beneficially owned.

What are Dunlap Holdings, LLC’s Nelnet Inc (NNI) Class B share holdings?

Dunlap Holdings, LLC, described as a family limited liability company controlled by Michael S. Dunlap and his family, holds 1,600,000 shares of Nelnet Inc Class B Common Stock reported as beneficially owned.

How are trusts used to hold Nelnet Inc (NNI) shares for Michael S. Dunlap’s family?

Multiple 2011 grantor retained annuity trusts and 2011 and 2019 dynasty trusts hold Class B shares for the benefit of his adult sons and other family members, with Dunlap reporting beneficial ownership but disclaiming it beyond his pecuniary interest.

What does it mean that Michael S. Dunlap disclaims beneficial ownership of some Nelnet (NNI) shares?

For shares held via UFS, Dunlap Holdings, and various trusts, Michael S. Dunlap states he continues to report beneficial ownership of all such shares but disclaims beneficial ownership except to the extent of his economic (pecuniary) interest.

Why does the Nelnet Inc (NNI) Form 4 mention a second filing for December 1, 2025 transfers?

The remarks explain that there are two Forms 4 filed on December 3, 2025 for the December 1, 2025 transfers, and that this second form includes additional holdings that could not fit on the first due to limits on table line items.

What positions does Michael S. Dunlap hold at Nelnet Inc (NNI)?

Michael S. Dunlap is identified as a Director, a 10% Owner, and the Executive Chairman of the Board of Nelnet Inc.