[Form 4] NELNET INC Insider Trading Activity
Filing Impact
Filing Sentiment
Form Type
4
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.
Positive
- None.
Negative
- None.
Insider Trade Summary
1,073,138 shares gifted
Mixed
30 txns
Insider
DUNLAP MICHAEL S
Role
Executive Chairman of Board
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Gift | Class B Common Stock | 302,040 | $0.00 | -- |
| Gift | Class B Common Stock | 67,120 | $0.00 | -- |
| Gift | Class B Common Stock | 100,680 | $0.00 | -- |
| Gift | Class B Common Stock | 100,680 | $0.00 | -- |
| Gift | Class B Common Stock | 266,092 | $0.00 | -- |
| Gift | Class B Common Stock | 59,132 | $0.00 | -- |
| Gift | Class B Common Stock | 88,697 | $0.00 | -- |
| Gift | Class B Common Stock | 88,697 | $0.00 | -- |
| holding | Class A Common Stock | -- | -- | -- |
| holding | Class B Common Stock | -- | -- | -- |
| holding | Class B Common Stock | -- | -- | -- |
| holding | Class B Common Stock | -- | -- | -- |
| holding | Class B Common Stock | -- | -- | -- |
| holding | Class A Common Stock | -- | -- | -- |
| holding | Class B Common Stock | -- | -- | -- |
| holding | Class A Common Stock | -- | -- | -- |
| holding | Class B Common Stock | -- | -- | -- |
| holding | Class A Common Stock | -- | -- | -- |
| holding | Class B Common Stock | -- | -- | -- |
| holding | Class B Common Stock | -- | -- | -- |
| holding | Class B Common Stock | -- | -- | -- |
| holding | Class B Common Stock | -- | -- | -- |
| holding | Class B Common Stock | -- | -- | -- |
| holding | Class B Common Stock | -- | -- | -- |
| holding | Class B Common Stock | -- | -- | -- |
| holding | Class B Common Stock | -- | -- | -- |
| holding | Class B Common Stock | -- | -- | -- |
| holding | Class B Common Stock | -- | -- | -- |
| holding | Class B Common Stock | -- | -- | -- |
| holding | Class B Common Stock | -- | -- | -- |
Holdings After Transaction:
Class B Common Stock — 0 shares (Indirect, By GRAT);
Class A Common Stock — 1,382,982 shares (Direct);
Class B Common Stock — 575,114 shares (Direct);
Class A Common Stock — 46 shares (Indirect, By trust)
Footnotes (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. 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. 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. 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. 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. 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. 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. 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. 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. 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. 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. 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. 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. 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. 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. 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. 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. 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. 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. 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. 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. 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. 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. 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.
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.
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.