Michael S. Dunlap - 28 Jul 2025 Form 4 Insider Report for NELNET INC (NNI)

Signature
/s/ Audra Hoffschneider, Attorney-in-Fact for Michael S. Dunlap
Issuer symbol
NNI
Transactions as of
28 Jul 2025
Net transactions value
$0
Form type
4
Filing time
30 Jul 2025, 18:47:50 UTC
Previous filing
18 Nov 2024
Next filing
21 Nov 2025

Reporting Owners (1)

Name Relationship Address Signature Signature date CIK
DUNLAP MICHAEL S Executive Chairman of Board, Director, 10%+ Owner 121 SOUTH 13TH STREET, SUITE 100, LINCOLN /s/ Audra Hoffschneider, Attorney-in-Fact for Michael S. Dunlap 30 Jul 2025 0001269797

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction NNI Class B Common Stock Gift $0 -14,453 -100% $0.000000 0 28 Jul 2025 By GRAT F1
transaction NNI Class B Common Stock Gift $0 +3,212 $0.000000 3,212 28 Jul 2025 By trust F1, F2
transaction NNI Class B Common Stock Gift $0 +4,818 $0.000000 4,818 28 Jul 2025 By trust F1, F3
transaction NNI Class B Common Stock Gift $0 +4,817 $0.000000 4,817 28 Jul 2025 By trust F1, F4
transaction NNI Class B Common Stock Gift $0 -15,074 -100% $0.000000 0 28 Jul 2025 By GRAT F5
transaction NNI Class B Common Stock Gift $0 +3,349 +104% $0.000000 6,561 28 Jul 2025 By trust F2, F5
transaction NNI Class B Common Stock Gift $0 +5,025 +104% $0.000000 9,843 28 Jul 2025 By trust F3, F5
transaction NNI Class B Common Stock Gift $0 +5,025 +104% $0.000000 9,842 28 Jul 2025 By trust F4, F5
transaction NNI Class B Common Stock Gift $0 -21,065 -100% $0.000000 0 28 Jul 2025 By GRAT F6
transaction NNI Class B Common Stock Gift $0 +4,682 +71% $0.000000 11,243 28 Jul 2025 By trust F2, F6
transaction NNI Class B Common Stock Gift $0 +7,022 +71% $0.000000 16,865 28 Jul 2025 By trust F3, F6
transaction NNI Class B Common Stock Gift $0 +7,021 +71% $0.000000 16,863 28 Jul 2025 By trust F4, F6
transaction NNI Class B Common Stock Gift $0 -21,943 -100% $0.000000 0 28 Jul 2025 By GRAT F7
transaction NNI Class B Common Stock Gift $0 +4,876 +43% $0.000000 16,119 28 Jul 2025 By trust F2, F7
transaction NNI Class B Common Stock Gift $0 +7,314 +43% $0.000000 24,179 28 Jul 2025 By trust F3, F7
transaction NNI Class B Common Stock Gift $0 +7,315 +43% $0.000000 24,178 28 Jul 2025 By trust F4, F7
holding NNI Class B Common Stock 575,114 28 Jul 2025 Direct F8
holding NNI Class A Common Stock 1,417,982 28 Jul 2025 Direct
holding NNI Class B Common Stock 487,803 28 Jul 2025 By spouse F9
holding NNI Class B Common Stock 21,417 28 Jul 2025 By GRAT F10
holding NNI Class B Common Stock 24,570 28 Jul 2025 By GRAT F11
holding NNI Class B Common Stock 23,864 28 Jul 2025 By GRAT F12
holding NNI Class B Common Stock 27,294 28 Jul 2025 By GRAT F13
holding NNI Class B Common Stock 31,204 28 Jul 2025 By GRAT F14
holding NNI Class B Common Stock 36,021 28 Jul 2025 By GRAT F15
holding NNI Class B Common Stock 34,732 28 Jul 2025 By GRAT F16
holding NNI Class B Common Stock 39,720 28 Jul 2025 By GRAT F17
holding NNI Class B Common Stock 432,774 28 Jul 2025 By GRAT F18
holding NNI Class B Common Stock 353,254 28 Jul 2025 By GRAT F19
holding NNI Class B Common Stock 1,600,000 28 Jul 2025 By Dunlap Holdings, LLC F20
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Represents the transfer of shares upon the termination of a Michael S. Dunlap Grantor Retained Annuity Trust dated May 12, 2020 pursuant to its terms. 12,847 shares of Class B Common Stock were transferred to the trusts described in footnotes (2) through (4) below. The remaining 1,606 shares of Class B Common Stock were transferred to an adult son of the reporting person. Prior to the termination of the trust, the number of Class B Common Stock held by the trust reflected an annuity distribution from the trust to the reporting person of 2,206 shares on May 12, 2025.
F2 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.
F3 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.
F4 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.
F5 Represents the transfer of shares upon the termination of a separate Michael S. Dunlap Grantor Retained Annuity Trust dated May 12, 2020 pursuant to its terms. 13,399 shares of Class B Common Stock were transferred to the trusts described in footnotes (2) through (4) above. The remaining 1,675 shares of Class B Common Stock were transferred to an adult son of the reporting person. Prior to the termination of the trust, the number of Class B Common Stock held by the trust reflected an annuity distribution from the trust to the reporting person of 3,043 shares on May 12, 2025.
F6 Represents the transfer of shares upon the termination of a Grantor Retained Annuity Trust dated May 12, 2020 pursuant to its terms. 18,725 shares of Class B Common Stock were transferred to the trusts described in footnotes (2) through (4) above. The remaining 2,340 shares of Class B Common Stock were transferred to an adult son of the reporting person. Prior to the termination of the trust, the number of Class B Common Stock held by the trust reflected an annuity distribution from the trust to the reporting person's spouse of 3,020 shares on May 12, 2025.
F7 Represents the transfer of shares upon the termination of a Grantor Retained Annuity Trust dated May 12, 2020 pursuant to its terms. 19,505 shares of Class B Common Stock were transferred to the trusts described in footnotes (2) through (4) above. The remaining 2,438 shares of Class B Common Stock were transferred to an adult son of the reporting person. Prior to the termination of the trust, the number of Class B Common Stock held by the trust reflected an annuity distribution from the trust to the reporting person's spouse of 4,281 shares on May 12, 2025.
F8 Includes shares distributed to the reporting person by grantor retained annuity trusts as discussed in footnotes (1) and (5) above and (10) through (13) and (18) and (19) below.
F9 Includes shares distributed to the reporting person's spouse by grantor retained annuity trusts as discussed in footnotes (6) and (7) above and (14) through (17) below.
F10 Shares held by a separate Michael S. Dunlap Grantor Retained Annuity Trust dated May 12, 2020, which reflect an annuity distribution from the trust to the reporting person of 1,069 shares on May 12, 2025. 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.
F11 Shares held by a separate Michael S. Dunlap Grantor Retained Annuity Trust dated May 12, 2020, which reflect an annuity distribution from the trust to the reporting person of 827 shares on May 12, 2025. 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.
F12 Shares held by a separate Michael S. Dunlap Grantor Retained Annuity Trust dated May 12, 2020, which reflect an annuity distribution from the trust to the reporting person of 563 shares on May 12, 2025. 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.
F13 Shares held by a separate Michael S. Dunlap Grantor Retained Annuity Trust dated May 12, 2020, which reflect an annuity distribution from the trust to the reporting person of 109 shares on May 12, 2025. 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.
F14 Shares held by a separate Grantor Retained Annuity Trust dated May 12, 2020, which reflect an annuity distribution from the trust to the reporting person's spouse of 1,366 shares on May 12, 2025. 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.
F15 Shares held by a separate Grantor Retained Annuity Trust dated May 12, 2020, which reflect an annuity distribution from the trust to the reporting person's spouse of 1,012 shares on May 12, 2025. 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.
F16 Shares held by a separate Grantor Retained Annuity Trust dated May 12, 2020, which reflect an annuity distribution from the trust to the reporting person's spouse of 814 shares on May 12, 2025. 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.
F17 Shares held by a separate Grantor Retained Annuity Trust dated May 12, 2020, which reflect an annuity distribution from the trust to the reporting person's spouse of 153 shares on May 12, 2025. 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.
F18 Shares held by a Michael S. Dunlap Grantor Retained Annuity Trust dated December 19, 2011, which reflect an annuity distribution from the trust to the reporting person of 12,313 shares on December 19, 2024. 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.
F19 Shares held by a separate Michael S. Dunlap Grantor Retained Annuity Trust dated December 19, 2011, which reflect an annuity distribution from the trust to the reporting person of 6,050 shares on December 19, 2024. 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.
F20 Shares held by Dunlap Holdings, LLC, a family limited liability company which is controlled by the reporting person and his family. The reporting person continues to report beneficial ownership of all the shares held by Dunlap Holdings, LLC, but disclaims beneficial ownership of the shares held by Dunlap Holdings, LLC except to the extent of his pecuniary interest therein.

Remarks:

One of two Form 4s filed on July 30, 2025 for the reporting of the July 28, 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.