STOCK TITAN

Nelnet (NNI) CFO James Kruger gifts 2,500 shares to family trust, details holdings

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

Rhea-AI Filing Summary

NELNET INC Chief Financial Officer James D. Kruger reported a Form 4 detailing his direct and indirect holdings of Class A Common Stock and a bona fide gift. He transferred 2,500 shares as a gift to a trust for the benefit of his adult son, with the trust now holding 2,500 shares. He continues to report beneficial ownership of shares held by various family trusts and GRATs but disclaims beneficial ownership except to the extent of his pecuniary interest. Following these entries, he reports 69,569 shares held directly, plus additional indirect holdings through his spouse, revocable trusts, and multiple family trusts.

Positive

  • None.

Negative

  • None.

Insights

CFO reports a small gift of shares; no open-market trading.

James D. Kruger, CFO of Nelnet, reported a 2,500-share bona fide gift of Class A Common Stock to a trust for an adult son. The reported transaction uses code G, which reflects a gift transfer rather than an open-market sale or purchase.

Kruger continues to report beneficial ownership of shares in several family-related trusts and GRATs, while disclaiming beneficial ownership beyond his pecuniary interest. He also reports 69,569 shares held directly, with additional indirect holdings via his spouse and revocable trusts. Overall, this filing largely reflects estate and family planning arrangements rather than a change in market sentiment.

Insider Kruger James D
Role Chief Financial Officer
Type Security Shares Price Value
Gift Class A Common Stock 2,500 $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 — 2,500 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. 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 to trust 2,500 shares Bona fide gift of Class A Common Stock to a trust for an adult son
Direct holdings 69,569 shares Class A Common Stock held directly after reported transactions
Holdings by spouse 8,200 shares Indirect holdings of Class A Common Stock reported as held by spouse
Revocable trust holdings (1) 45,000 shares Indirect Class A Common Stock holdings reported as held by revocable trust
Revocable trust holdings (2) 45,192 shares Additional indirect Class A Common Stock holdings by revocable trust
Trust holdings for family member 10,000 shares Indirect Class A Common Stock held by a trust for a family member
Additional trust holdings 5,000 shares Indirect Class A Common Stock held by another trust for a family member
GRAT holdings 6,800 shares Class A Common Stock held by each reported grantor retained annuity trust (GRAT)
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.
grantor retained annuity trust ("GRAT") financial
"Shares held by a grantor retained annuity trust ("GRAT") established"
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.
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.
pecuniary interest financial
"disclaims beneficial ownership ... except to the extent of his pecuniary interest therein."
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FAQ

What did Nelnet (NNI) CFO James D. Kruger report in this Form 4?

He reported a bona fide gift of 2,500 shares of Nelnet Class A Common Stock to a trust for an adult son, along with updated direct and indirect share holdings across family-related accounts and trusts.

How many Nelnet (NNI) shares did the trust receive as a gift?

A trust for an adult son received a gift of 2,500 shares of Nelnet Class A Common Stock. After the gift, that trust is shown holding 2,500 shares, with Kruger still reporting beneficial ownership subject to his pecuniary interest.

How many Nelnet (NNI) shares does James D. Kruger hold directly after the reported transactions?

He reports 69,569 shares held directly of Nelnet Class A Common Stock. A footnote explains this direct position includes 4,729 shares from the Employee Share Purchase Plan and 1,000 shares held jointly with his spouse.

What indirect Nelnet (NNI) holdings does the CFO report through family members and trusts?

He reports indirect holdings including 8,200 shares by spouse, multiple revocable trusts with holdings such as 45,000 and 45,192 shares, trusts for adult children, and 6,800-share GRATs, while disclaiming beneficial ownership beyond his pecuniary interest.

Does this Nelnet (NNI) Form 4 show any open-market share sales or purchases by the CFO?

No. The only specified transaction is a bona fide gift of 2,500 shares to a trust. Other entries are holdings records, so the filing does not show open-market buying or selling activity by the CFO.
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)
07/09/2026
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 Stock07/09/2026G(1)2,500D$02,500(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. 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. Kruger07/10/2026
** 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)