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Nelnet (NNI) CFO gifts 5,000 shares via family trust filing

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Nelnet Inc.'s Chief Financial Officer, James D. Kruger, reported updated holdings and a non-market gift of Class A Common Stock. The filing shows a bona fide gift of 5,000 shares on April 30, 2026, transferred indirectly through a trust for the benefit of his adult son.

After these updates, Kruger reports 69,569 shares held directly and additional indirect holdings through his spouse, revocable trusts, GRATs, and family trusts. The footnotes state he continues to report beneficial ownership of certain trust-held shares while disclaiming beneficial ownership beyond his pecuniary interest.

Positive

  • None.

Negative

  • None.
Insider Kruger James D
Role Chief Financial Officer
Type Security Shares Price Value
Gift Class A Common Stock 5,000 $0.00 --
holding Class A Common Stock -- -- --
holding Class A Common Stock -- -- --
holding Class A Common Stock -- -- --
holding Class A Common Stock -- -- --
holding Class A Common Stock -- -- --
holding Class A Common Stock -- -- --
holding Class A Common Stock -- -- --
holding Class A Common Stock -- -- --
Holdings After Transaction: Class A Common Stock — 5,000 shares (Indirect, By Trust); Class A Common Stock — 69,569 shares (Direct, null)
Footnotes (1)
  1. Represents the distribution of shares to an adult son of the reporting person from a trust for the benefit of such adult son of the reporting person. The reporting person continues to report beneficial ownership of 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. Includes 4,729 shares issued pursuant to the issuer's Employee Share Purchase Plan, which number of shares reflects the acquisition of a total of 191 shares under the issuer's Employee Share Purchase Plan since March 12, 2026. Also includes 1,000 shares held jointly with spouse. Shares held by a grantor retained annuity trust ("GRAT") established by the reporting person on September 1, 2021. 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. Shares held by a GRAT established by the reporting person's spouse on September 1, 2021. 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. 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. 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. 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. 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.
Gifted shares 5,000 shares Bona fide gift of Class A Common Stock on April 30, 2026
Direct holdings 69,569 shares Direct Class A Common Stock owned following transactions as of April 30, 2026
Spouse-held shares 8,200 shares Indirect Class A Common Stock held by spouse as of April 30, 2026
Revocable trust holdings 45,192 shares Indirect Class A Common Stock held by a revocable trust as of April 30, 2026
GRAT holdings 6,800 shares Indirect Class A Common Stock held by each of two GRATs as of April 30, 2026
bona fide gift financial
"transaction_code_description": "Bona fide gift""
A bona fide gift is a genuine, voluntary transfer of money, property, or benefits from one party to another made without expectation of repayment, services, or hidden conditions. Investors care because such gifts can affect company disclosures, related‑party transaction rules, tax treatment, and perceived conflicts of interest; think of it like someone giving you a present with no strings attached — but on a corporate scale, auditors and regulators need to verify it really is unconditional.
Employee Share Purchase Plan financial
"Includes 4,729 shares issued pursuant to the issuer's Employee Share Purchase Plan"
A program that lets employees buy their employer’s stock, often through regular payroll deductions and sometimes at a discounted price or with matching contributions; think of it as a company-run savings plan that converts part of pay into ownership. It matters to investors because it can increase insider ownership and employee motivation, potentially affecting company performance, and can slightly change share supply when new stock is issued or sold.
grantor retained annuity trust ("GRAT") financial
"Shares held by a grantor retained annuity trust ("GRAT") established by the reporting person"
pecuniary interest financial
"disclaims beneficial ownership of the shares held by the trust except to the extent of his pecuniary interest therein"
revocable trust financial
"Shares held by a revocable trust established by the reporting person"
A revocable trust is a legal arrangement where the person who creates it keeps control and can change or cancel the trust at any time, while naming who will manage and receive the assets later. Think of it like a flexible folder for your investments and property that can be relabeled or reworked as circumstances change; it matters to investors because it determines how ownership is recorded, how easily assets transfer on incapacity or death, and whether holdings bypass public probate proceedings.
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)
04/30/2026
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 Stock04/30/2026G(1)5,000D$05,000(1)IBy Trust
Class A Common Stock69,569(2)D
Class A Common Stock6,800(3)IBy GRAT
Class A Common Stock6,800(4)IBy GRAT
Class A Common Stock5,000(5)IBy Trust
Class A Common Stock10,000(6)IBy Trust
Class A Common Stock45,192(7)IBy revocable trust
Class A Common Stock45,000(8)IBy revocable trust
Class A Common Stock8,200IBy 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 distribution of shares to an adult son of the reporting person from a trust for the benefit of such adult son of the reporting person. The reporting person continues to report beneficial ownership of 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.
2. Includes 4,729 shares issued pursuant to the issuer's Employee Share Purchase Plan, which number of shares reflects the acquisition of a total of 191 shares under the issuer's Employee Share Purchase Plan since March 12, 2026. Also includes 1,000 shares held jointly with spouse.
3. Shares held by a grantor retained annuity trust ("GRAT") established by the reporting person on September 1, 2021. 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 GRAT established by the reporting person's spouse on September 1, 2021. 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 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.
6. 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.
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.
/s/ Nicole M. Stawniak, Attorney-in-Fact for James D. Kruger05/04/2026
** 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)

FAQ

What insider activity did Nelnet (NNI) CFO James D. Kruger report?

Nelnet CFO James D. Kruger reported updated holdings in Class A Common Stock, including a bona fide gift of 5,000 shares on April 30, 2026. The filing mainly reflects position reporting across direct holdings, spouse holdings, revocable trusts, GRATs, and family trusts.

How many Nelnet (NNI) shares were transferred as a gift in this filing?

The filing shows a bona fide gift of 5,000 shares of Nelnet Class A Common Stock. These shares were distributed from a trust to an adult son of the reporting person, characterized as a gift rather than a market sale, with no price per share reported.

Is the Nelnet (NNI) CFO’s 5,000-share transaction a sale or a gift?

The 5,000-share transaction is classified as a bona fide gift, not an open-market sale. It reflects a distribution from a family trust to an adult son, so no cash proceeds or market pricing information are associated with this transfer in the disclosure.

What direct shareholdings does the Nelnet (NNI) CFO report after this filing?

After the reported transactions, James D. Kruger shows direct ownership of 69,569 shares of Nelnet Class A Common Stock. Footnotes add that this figure includes shares from the Employee Share Purchase Plan and 1,000 shares held jointly with his spouse.

How are trusts and GRATs described in the Nelnet (NNI) CFO’s Form 4?

The filing details shares held by revocable trusts and GRATs established by the CFO and his spouse. It notes he reports beneficial ownership of these trust-held shares but disclaims beneficial ownership except to the extent of his pecuniary interest in each respective trust.