[Form 4] Nelnet, Inc. Insider Trading Activity

Rhea-AI Filing Summary

Nelnet, Inc. (NNI) – Form 4 filed 07/21/2025

Director and >10% owner Angela L. Muhleisen reported a Code G gift of 41,250 Class A shares on 07/17/2025 at $0.00 per share. Her direct holdings fall to 972,199 shares (down c. 4%).

She continues to report ~2.23 million additional shares held indirectly through her late spouse’s estate (1.23 m) and multiple dynasty trusts/GRATs, bringing total reported beneficial ownership to roughly 3.2 million shares. The filing states that 857,353 shares held by her adult son and 869,025 shares held by her adult daughter are no longer included in her reportable holdings.

No open-market sales, purchases, or derivative transactions were disclosed; the activity appears related to estate or family wealth planning and is unlikely to affect Nelnet’s capital structure or liquidity.

Positive

• None.

Negative

• Direct stake reduced by 41,250 shares, though total beneficial ownership remains above 3 million shares.

Insights

Securities Analyst

TL;DR: Gift of 41k shares; no cash sale; minimal market impact.

The Form 4 shows an internal transfer (Code G) rather than a sale, so there is no price signal or liquidity event. Post-gift, Muhleisen still controls over 3 m shares, preserving her >10% ownership position. Because the transaction is non-monetary and does not change insider sentiment toward the stock, the filing is informational rather than market-moving. Short-term trading implications are negligible.

Corporate Governance Expert

TL;DR: Estate-planning transfer; ownership concentration unchanged.

The shift of 41,250 shares from direct to other family vehicles slightly lowers direct ownership but leaves overall influence intact. Large indirect holdings through trusts and the estate maintain the Muhleisen family’s controlling interest. Investors should note that the son’s and daughter’s holdings are now excluded, improving disclosure clarity. Governance risk profile remains stable; no red flags surface.

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).

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)
07/17/2025

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	07/17/2025		G		41,250	D	$0	972,199(1)	D
Class A Common Stock								1,230,680(2)	I	By Estate
Class A Common Stock								276,000(3)	I	By Dynasty Trust
Class A Common Stock								276,000(4)	I	By Dynasty Trust
Class A Common Stock								28,037(5)	I	By GRAT
Class A Common Stock								29,379(6)	I	By GRAT
Class A Common Stock								18,692(7)	I	By GRAT
Class A Common Stock								19,591(8)	I	By GRAT
Class A Common Stock								30,050(9)	I	By GRAT
Class A Common Stock								35,258(10)	I	By GRAT
Class A Common Stock								33,831(11)	I	By GRAT
Class A Common Stock								39,348(12)	I	By GRAT
Class A Common Stock								26,810(13)	I	By GRAT
Class A Common Stock								32,980(14)	I	By GRAT
Class A Common Stock								37,425(15)	I	By GRAT
Class A Common Stock								44,825(16)	I	By GRAT
Class A Common Stock								10,000(17)	I	By 2020 Dynasty Trust
Class A Common Stock								10,000(18)	I	By 2020 Dynasty Trust
Class A Common Stock								24,633(19)	I	By trust
Class A Common Stock								24,633(20)	I	By 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 Angela L. Muhleisen. The number of shares includes (i) shares distributed to Ms. Muhleisen by Grantor Retained Annuity Trust ("GRATs") as discussed in footnotes (7) through (16) below and (ii) 52,344 shares formerly held in a joint account with her deceased spouse, Dan D. Muhleisen.

2. Shares held by the estate of Mr. Muhleisen (the "Estate"). The number of shares includes shares distributed to Mr. Muhleisen and the Estate by GRATs as discussed in footnotes (5) and (6) below. Ms. Muhleisen continues to report beneficial ownership the shares held by the Estate while it is being administered, but disclaims beneficial ownership of the shares held by the Estate except to the extent of her pecuniary interest therein.

3. 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.

4. 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.

5. Shares held by a Dan D. Muhleisen GRAT dated 6/10/2020, which reflect annuity distributions from the trust (i) to Mr. Muhleisen of 5,866 shares on 6/10/2024 and (ii) to the Estate of 5,162 shares on 6/10/2025. 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.

6. Shares held by a separate Dan D. Muhleisen GRAT dated 6/10/2020, which reflect annuity distributions from the trust (i) to Mr. Muhleisen of 6,846 shares on 6/10/2024 and (ii) to the Estate of 7,280 shares on 6/10/2025. 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.

7. Shares held by an Angela L. Muhleisen GRAT dated 6/10/2020, which reflect annuity distributions from the trust to Ms. Muhleisen of 3,912 shares on 6/10/2024 and 3,428 shares on 6/10/2025. 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.

8. Shares held by a separate Angela L. Muhleisen GRAT dated 6/10/2020, which reflect annuity distributions from the trust to Ms. Muhleisen of 4,566 shares on 6/10/2024 and 4,836 shares on 6/10/2025. 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, which reflect annuity distributions from the trust to Ms. Muhleisen of 1,793 shares on 6/10/2024 and 1,565 shares on 6/10/2025. 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, which reflect annuity distributions from the trust to Ms. Muhleisen of 1,060 shares on 6/10/2024 and 1,171 shares on 6/10/2025. 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, which reflect annuity distributions from the trust to Ms. Muhleisen of 1,087 shares on 6/10/2024 and 948 shares on 6/10/2025. 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 a separate Angela L. Muhleisen GRAT dated 6/10/2020, which reflect annuity distributions from the trust to Ms. Muhleisen of 145 shares on 6/10/2024 and 215 shares on 6/10/2025. 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 an Angela L. Muhleisen GRAT dated 11/29/2022, which reflect an annuity distribution from the trust to Ms. Muhleisen of 10,194 shares on 12/18/2024. 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, which reflect an annuity distribution from the trust to Ms. Muhleisen of 8,259 shares on 12/18/2024. 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, which reflect an annuity distribution from the trust to Ms. Muhleisen of 5,486 shares on 12/18/2024. 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 separate Angela L. Muhleisen GRAT dated 11/29/2022, which reflect an annuity distribution from the trust to Ms. Muhleisen of 2,475 shares on 12/18/2024. 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. 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.

18. 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.

19. Shares held by the Dan D. Muhleisen 2020 Post-Annuity GRAT FBO Alicia Muhleisen, 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.

20. Shares held by the Dan D. Muhleisen 2020 Post-Annuity GRAT FBO Jason Muhleisen, 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. Ms. Muhleisen no longer has a reportable beneficial interest in 857,353 shares of Class A Common Stock held by her adult son or 869,025 shares of Class A Common Stock held by her adult daughter, which were included in her prior ownership reports.

	/s/ Audra Hoffschneider, Attorney-in-Fact for Angela L. Muhleisen	07/21/2025
	** 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).
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FAQ

How many Nelnet (NNI) shares did Angela L. Muhleisen transfer?

She gifted 41,250 Class A shares on 07/17/2025.

What is Muhleisen’s direct Nelnet shareholding after the gift?

Her direct ownership stands at 972,199 shares.

Does the filing involve any stock sales or purchases?

No. The only reported transaction is a gift (Code G) with no cash proceeds.

How many Nelnet shares does Muhleisen own in total?

Including indirect interests, she reports about 3.2 million shares.

Why were shares held by her adult children removed from the report?

The filing notes Muhleisen no longer has a reportable beneficial interest in those shares, so they are excluded.