[Form 4] NELNET INC Insider Trading Activity

Rhea-AI Filing Summary

Nelnet Inc. insider Michael S. Dunlap, Executive Chairman and a 10% owner, reported several internal transfers of Class B Common Stock on December 1, 2025. The filing shows gifts and trust-related movements at a reported price of $0 per share, reflecting estate and trust planning rather than open‑market trades.

According to the footnotes, one Grantor Retained Annuity Trust that terminated on October 13, 2015 transferred 268,480 Class B shares to multiple 2015 post‑annuity irrevocable trusts and 33,560 shares to an adult son. A separate terminating Grantor Retained Annuity Trust dated the same day transferred 236,526 Class B shares to additional 2015 post‑annuity irrevocable trusts and 29,566 shares to an adult son.

Dunlap continues to report beneficial ownership of shares held by the various trusts and Grantor Retained Annuity Trusts, but in each case disclaims beneficial ownership except to the extent of his pecuniary interest. This Form 4 is the first of two related filings, with the second covering additional holdings not accommodated in this table.

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
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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^*

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	12/01/2025		G(1)		302,040	D	$0	0	I	By GRAT
Class B Common Stock	12/01/2025		G(1)		67,120	A	$0	113,449(2)	I	By trust
Class B Common Stock	12/01/2025		G(1)		100,680	A	$0	168,119(3)	I	By trust
Class B Common Stock	12/01/2025		G(1)		100,680	A	$0	168,119(4)	I	By trust
Class B Common Stock	12/01/2025		G(5)		266,092	D	$0	0	I	By GRAT
Class B Common Stock	12/01/2025		G(5)		59,132	A	$0	103,905(6)	I	By trust
Class B Common Stock	12/01/2025		G(5)		88,697	A	$0	153,880(7)	I	By trust
Class B Common Stock	12/01/2025		G(5)		88,697	A	$0	153,880(8)	I	By trust
Class A Common Stock								1,382,982	D
Class B Common Stock								575,114	D
Class B Common Stock								545,289	I	By spouse
Class B Common Stock								452,669(9)	I	By GRAT
Class B Common Stock								351,259(10)	I	By GRAT
Class A Common Stock								46(11)	I	By trust
Class B Common Stock								173,182(11)	I	By trust
Class A Common Stock								45(12)	I	By trust
Class B Common Stock								173,183(12)	I	By trust
Class A Common Stock								45(13)	I	By trust
Class B Common Stock								173,183(13)	I	By trust
Class B Common Stock								16,119(14)	I	By trust
Class B Common Stock								24,179(15)	I	By trust
Class B Common Stock								24,178(16)	I	By trust
Class B Common Stock								21,417(17)	I	By GRAT
Class B Common Stock								24,570(18)	I	By GRAT
Class B Common Stock								23,864(19)	I	By GRAT
Class B Common Stock								27,294(20)	I	By GRAT
Class B Common Stock								31,204(21)	I	By GRAT
Class B Common Stock								36,021(22)	I	By GRAT
Class B Common Stock								34,732(23)	I	By GRAT
Class B Common Stock								39,720(24)	I	By GRAT

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 upon the termination of a Grantor Retained Annuity Trust dated October 13, 2015 pursuant to its terms. 268,480 shares of Class B Common Stock were transferred to the trusts described in footnotes (2) through (4) below. The remaining 33,560 shares of Class B Common Stock were transferred to an adult son of the reporting person.

2. Shares held by a 2015 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.

3. Shares held by a separate 2015 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 2015 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. Represents the transfer of shares upon the termination of a separate Grantor Retained Annuity Trust dated October 13, 2015 pursuant to its terms. 236,526 shares of Class B Common Stock were transferred to the trusts described in footnotes (6) through (8) below. The remaining 29,566 shares of Class B Common Stock were transferred to an adult son of the reporting person.

6. Shares held by a separate 2015 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.

7. Shares held by a separate 2015 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.

8. Shares held by a separate 2015 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.

9. Shares held by a separate Grantor Retained Annuity Trust dated October 13, 2015. 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 Grantor Retained Annuity Trust dated October 13, 2015. 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 Michael S. Dunlap 2023 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.

12. Shares held by a separate Michael S. Dunlap 2023 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.

13. Shares held by a separate Michael S. Dunlap 2023 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.

14. Shares held by a 2020 Post-Annuity 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.

15. Shares held by a separate 2020 Post-Annuity 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.

16. Shares held by a separate 2020 Post-Annuity 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.

17. Shares held by a Michael S. Dunlap Grantor Retained Annuity Trust dated May 12, 2020. 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.

18. Shares held by a separate Michael S. Dunlap Grantor Retained Annuity Trust dated May 12, 2020. 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.

19. Shares held by a separate Michael S. Dunlap Grantor Retained Annuity Trust dated May 12, 2020. 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.

20. Shares held by a separate Michael S. Dunlap Grantor Retained Annuity Trust dated May 12, 2020. 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.

21. Shares held by a Grantor Retained Annuity Trust dated May 12, 2020. 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.

22. Shares held by a separate Grantor Retained Annuity Trust dated May 12, 2020. 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.

23. Shares held by a separate Grantor Retained Annuity Trust dated May 12, 2020. 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.

24. Shares held by a separate Grantor Retained Annuity Trust dated May 12, 2020. 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:

One of two Form 4s filed on December 3, 2025 for the reporting of the December 1, 2025 transfers included in this first Form 4. The second Form 4 includes additional holdings that could not be included in this 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.
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FAQ

What insider transaction did Nelnet (NNI) report for Michael S. Dunlap?

The report shows non‑market transfers of Nelnet Class B Common Stock on December 1, 2025 involving Grantor Retained Annuity Trusts, irrevocable trusts, and an adult son, all at a stated price of $0 per share.

How many Nelnet (NNI) shares were moved from the first terminated GRAT?

Footnote 1 states that 268,480 shares of Class B Common Stock were transferred to certain 2015 post annuity irrevocable trusts and 33,560 shares were transferred to an adult son of the reporting person.

What does the second terminated GRAT contribute to Nelnet (NNI) share transfers?

Footnote 5 explains that a separate Grantor Retained Annuity Trust transferred 236,526 Class B shares to the trusts described in footnotes 6 through 8 and 29,566 Class B shares to an adult son.

Does Michael S. Dunlap still report beneficial ownership of the Nelnet (NNI) trust shares?

Yes. Each relevant footnote states that he continues to report beneficial ownership of all shares held by the trust, while disclaiming beneficial ownership except to the extent of his pecuniary interest.

Are there derivative securities reported in this Nelnet (NNI) Form 4?

Table II is included for derivative securities but contains no specific derivative transactions or amounts; the detailed activity disclosed relates to non‑derivative Class B Common Stock.

Why are there two Form 4 filings on December 3, 2025 for Nelnet (NNI)?

The remarks explain that this is one of two forms filed on December 3, 2025 to report the December 1 transfers. A second Form 4 includes additional holdings that could not be listed here due to a limit on the number of line items per table.