Michael S. Dunlap - 01 Dec 2025 Form 4 Insider Report for NELNET INC (NNI)

Role: Executive Chairman of Board, Director, 10%+ Owner
Signature: /s/ Nicole M. Stawniak, Attorney-in-Fact for Michael S. Dunlap
Issuer symbol: NNI
Transactions as of: 01 Dec 2025
Net transactions value: $0
Form type: 4
Filing time: 03 Dec 2025, 16:30:47 UTC
Previous filing: 21 Nov 2025
SEC: View on sec.gov

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/ Nicole M. Stawniak, Attorney-in-Fact for Michael S. Dunlap	03 Dec 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	-302,040	-100%	$0.000000	0	01 Dec 2025	By GRAT	F1
transaction	NNI	Class B Common Stock	Gift	$0	+67,120	+145%	$0.000000	113,449	01 Dec 2025	By trust	F1, F2
transaction	NNI	Class B Common Stock	Gift	$0	+100,680	+149%	$0.000000	168,119	01 Dec 2025	By trust	F1, F3
transaction	NNI	Class B Common Stock	Gift	$0	+100,680	+149%	$0.000000	168,119	01 Dec 2025	By trust	F1, F4
transaction	NNI	Class B Common Stock	Gift	$0	-266,092	-100%	$0.000000	0	01 Dec 2025	By GRAT	F5
transaction	NNI	Class B Common Stock	Gift	$0	+59,132	+132%	$0.000000	103,905	01 Dec 2025	By trust	F5, F6
transaction	NNI	Class B Common Stock	Gift	$0	+88,697	+136%	$0.000000	153,880	01 Dec 2025	By trust	F5, F7
transaction	NNI	Class B Common Stock	Gift	$0	+88,697	+136%	$0.000000	153,880	01 Dec 2025	By trust	F5, F8
holding	NNI	Class A Common Stock						1,382,982	01 Dec 2025	Direct
holding	NNI	Class B Common Stock						575,114	01 Dec 2025	Direct
holding	NNI	Class B Common Stock						545,289	01 Dec 2025	By spouse
holding	NNI	Class B Common Stock						452,669	01 Dec 2025	By GRAT	F9
holding	NNI	Class B Common Stock						351,259	01 Dec 2025	By GRAT	F10
holding	NNI	Class A Common Stock						46	01 Dec 2025	By trust	F11
holding	NNI	Class B Common Stock						173,182	01 Dec 2025	By trust	F11
holding	NNI	Class A Common Stock						45	01 Dec 2025	By trust	F12
holding	NNI	Class B Common Stock						173,183	01 Dec 2025	By trust	F12
holding	NNI	Class A Common Stock						45	01 Dec 2025	By trust	F13
holding	NNI	Class B Common Stock						173,183	01 Dec 2025	By trust	F13
holding	NNI	Class B Common Stock						16,119	01 Dec 2025	By trust	F14
holding	NNI	Class B Common Stock						24,179	01 Dec 2025	By trust	F15
holding	NNI	Class B Common Stock						24,178	01 Dec 2025	By trust	F16
holding	NNI	Class B Common Stock						21,417	01 Dec 2025	By GRAT	F17
holding	NNI	Class B Common Stock						24,570	01 Dec 2025	By GRAT	F18
holding	NNI	Class B Common Stock						23,864	01 Dec 2025	By GRAT	F19
holding	NNI	Class B Common Stock						27,294	01 Dec 2025	By GRAT	F20
holding	NNI	Class B Common Stock						31,204	01 Dec 2025	By GRAT	F21
holding	NNI	Class B Common Stock						36,021	01 Dec 2025	By GRAT	F22
holding	NNI	Class B Common Stock						34,732	01 Dec 2025	By GRAT	F23
holding	NNI	Class B Common Stock						39,720	01 Dec 2025	By GRAT	F24

* 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 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.
F2	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.
F3	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.
F4	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.
F5	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.
F6	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.
F7	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.
F8	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.
F9	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.
F10	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.
F11	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.
F12	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.
F13	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.
F14	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.
F15	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.
F16	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.
F17	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.
F18	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.
F19	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.
F20	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.
F21	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.
F22	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.
F23	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.
F24	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.