Executive Chairman of Board Dunlap Michael S gifted 568,132 units of Class B Common Stock and received a gift of 505,006 units of Class B Common Stock (SEC Form 4)

12/3/25 4:30:47 PM ET

$NNI

Finance: Consumer Services

Finance

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SEC FORM 4 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
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^*

DUNLAP MICHAEL S

(Last)

(First)

(Middle)

121 SOUTH 13TH STREET

SUITE 100

(Street)

LINCOLN

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

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.
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.

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Date

Price Target

Rating

Analyst

11/1/2023

$95.00

Market Perform

TD Cowen

3/2/2022

$96.00 → $92.00

Neutral

Credit Suisse

1/13/2022

$92.00 → $96.00

Outperform → Neutral

Credit Suisse

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

Amount

(A) or (D)

Price

Class B Common Stock

12/01/2025

G⁽¹⁾

302,040

By GRAT

Class B Common Stock

12/01/2025

G⁽¹⁾

67,120

113,449⁽²⁾

By trust

Class B Common Stock

12/01/2025

G⁽¹⁾

100,680

168,119⁽³⁾

By trust

Class B Common Stock

12/01/2025

G⁽¹⁾

100,680

168,119⁽⁴⁾

By trust

Class B Common Stock

12/01/2025

G⁽⁵⁾

266,092

By GRAT

Class B Common Stock

12/01/2025

G⁽⁵⁾

59,132

103,905⁽⁶⁾

By trust

Class B Common Stock

12/01/2025

G⁽⁵⁾

88,697

153,880⁽⁷⁾

By trust

Class B Common Stock

12/01/2025

G⁽⁵⁾

88,697

153,880⁽⁸⁾

By trust

Class A Common Stock

1,382,982

Class B Common Stock

575,114

Class B Common Stock

545,289

By spouse

Class B Common Stock

452,669⁽⁹⁾

By GRAT

Class B Common Stock

351,259⁽¹⁰⁾

By GRAT

Class A Common Stock

46⁽¹¹⁾

By trust

Class B Common Stock

173,182⁽¹¹⁾

By trust

Class A Common Stock

45⁽¹²⁾

By trust

Class B Common Stock

173,183⁽¹²⁾

By trust

Class A Common Stock

45⁽¹³⁾

By trust

Class B Common Stock

173,183⁽¹³⁾

By trust

Class B Common Stock

16,119⁽¹⁴⁾

By trust

Class B Common Stock

24,179⁽¹⁵⁾

By trust

Class B Common Stock

24,178⁽¹⁶⁾

By trust

Class B Common Stock

21,417⁽¹⁷⁾

By GRAT

Class B Common Stock

24,570⁽¹⁸⁾

By GRAT

Class B Common Stock

23,864⁽¹⁹⁾

By GRAT

Class B Common Stock

27,294⁽²⁰⁾

By GRAT

Class B Common Stock

31,204⁽²¹⁾

By GRAT

Class B Common Stock

36,021⁽²²⁾

By GRAT

Class B Common Stock

34,732⁽²³⁾

By GRAT

Class B Common Stock

39,720⁽²⁴⁾

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

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Date

Price Target

Rating

Analyst

11/1/2023

$95.00

Market Perform

TD Cowen

3/2/2022

$96.00 → $92.00

Neutral

Credit Suisse

1/13/2022

$92.00 → $96.00

Outperform → Neutral

Credit Suisse

Executive Chairman of Board Dunlap Michael S gifted 568,132 units of Class B Common Stock and received a gift of 505,006 units of Class B Common Stock (SEC Form 4)

Crush Q1 2026 with the Best AI Superconnector

Recent Analyst Ratings for
$NNI

Executive Chairman of Board Dunlap Michael S gifted 568,132 units of Class B Common Stock and received a gift of 505,006 units of Class B Common Stock (SEC Form 4)

Crush Q1 2026 with the Best AI Superconnector

Recent Analyst Ratings for
$NNI

$NNI
Press Releases

Nelnet Campus Commerce Processed Over $602 Million in Title IV Refunds, Improving Transparency for Students

Nelnet Reports Third Quarter 2025 Results

Nelnet Campus Commerce Advances Project Horizon Following Successful Virtual Client Summit

$NNI
Insider Trading

Director Van Deun Jona M sold $51,580 worth of shares (400 units at $128.95), decreasing direct ownership by 36% to 704 units (SEC Form 4)

President, NFS Dunlap Matthew W received a gift of 63,126 units of Class B Common Stock, increasing direct ownership by 39% to 226,197 units (SEC Form 4)

SEC Form 4 filed by Executive Chairman of Board Dunlap Michael S

$NNI
SEC Filings

SEC Form 144 filed by Nelnet Inc.

Amendment: SEC Form SCHEDULE 13G/A filed by Nelnet Inc.

SEC Form 10-Q filed by Nelnet Inc.

$NNI
Analyst Ratings

TD Cowen initiated coverage on Nelnet with a new price target

Credit Suisse reiterated coverage on Nelnet with a new price target

Nelnet downgraded by Credit Suisse with a new price target

$NNI
Leadership Updates

Boston Omaha Corporation Announces Appointment of David S. Graff to Board of Directors

DAN HUGHES NAMED AS FACTS NATIONAL SALES DIRECTOR

Nelnet Board of Directors Appoints Three New Members; Longest-Serving Director Retires

$NNI
Large Ownership Changes

Amendment: SEC Form SC 13D/A filed by Nelnet Inc.

SEC Form SC 13G/A filed by Nelnet Inc. (Amendment)

SEC Form SC 13G/A filed by Nelnet Inc. (Amendment)

$NNI
Financials

Nelnet Reports Third Quarter 2025 Results

Nelnet Reports Second Quarter 2025 Results

Nelnet Reports First Quarter 2025 Results

Executive Chairman of Board Dunlap Michael S gifted 568,132 units of Class B Common Stock and received a gift of 505,006 units of Class B Common Stock (SEC Form 4)

Crush Q1 2026 with the Best AI Superconnector

Recent Analyst Ratings for $NNI

Executive Chairman of Board Dunlap Michael S gifted 568,132 units of Class B Common Stock and received a gift of 505,006 units of Class B Common Stock (SEC Form 4)

Crush Q1 2026 with the Best AI Superconnector

Recent Analyst Ratings for $NNI

$NNI Press Releases

Nelnet Campus Commerce Processed Over $602 Million in Title IV Refunds, Improving Transparency for Students

Nelnet Reports Third Quarter 2025 Results

Nelnet Campus Commerce Advances Project Horizon Following Successful Virtual Client Summit

$NNI Insider Trading

Director Van Deun Jona M sold $51,580 worth of shares (400 units at $128.95), decreasing direct ownership by 36% to 704 units (SEC Form 4)

President, NFS Dunlap Matthew W received a gift of 63,126 units of Class B Common Stock, increasing direct ownership by 39% to 226,197 units (SEC Form 4)

SEC Form 4 filed by Executive Chairman of Board Dunlap Michael S

$NNI SEC Filings

SEC Form 144 filed by Nelnet Inc.

Amendment: SEC Form SCHEDULE 13G/A filed by Nelnet Inc.

SEC Form 10-Q filed by Nelnet Inc.

$NNI Analyst Ratings

TD Cowen initiated coverage on Nelnet with a new price target

Credit Suisse reiterated coverage on Nelnet with a new price target

Nelnet downgraded by Credit Suisse with a new price target

$NNI Leadership Updates

Boston Omaha Corporation Announces Appointment of David S. Graff to Board of Directors

DAN HUGHES NAMED AS FACTS NATIONAL SALES DIRECTOR

Nelnet Board of Directors Appoints Three New Members; Longest-Serving Director Retires

$NNI Large Ownership Changes

Amendment: SEC Form SC 13D/A filed by Nelnet Inc.

SEC Form SC 13G/A filed by Nelnet Inc. (Amendment)

SEC Form SC 13G/A filed by Nelnet Inc. (Amendment)

$NNI Financials

Nelnet Reports Third Quarter 2025 Results

Nelnet Reports Second Quarter 2025 Results

Nelnet Reports First Quarter 2025 Results

Recent Analyst Ratings for
$NNI

Recent Analyst Ratings for
$NNI

$NNI
Press Releases

$NNI
Insider Trading

$NNI
SEC Filings

$NNI
Analyst Ratings

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Leadership Updates

$NNI
Large Ownership Changes

$NNI
Financials