Former 10% Owner Butterfield Shelby J converted options into 41,929 shares and sold $5,000,033 worth of shares (41,929 units at $119.25) (SEC Form 4)

8/27/25 5:18:48 PM ET

$NNI

Finance: Consumer Services

Finance

Get the next $NNI alert in real time by email

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^*

Butterfield Shelby J

(Last)

(First)

(Middle)

C/O NELNET, INC.

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)

Director		10% Owner
Officer (give title below)	X	Other (specify below)
		Former 10% Owner

3. Date of Earliest Transaction (Month/Day/Year)
08/25/2025

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	08/25/2025		C		41,929	D	⁽¹⁾	178,953⁽²⁾	I	By Butterfield GST Non-Exempt Marital Trust
Class A Common Stock	08/25/2025		C		41,929	A	⁽¹⁾	42,439⁽²⁾	I	By Butterfield GST Non-Exempt Marital Trust
Class A Common Stock	08/25/2025		S		41,929⁽³⁾	D	$119.25⁽⁴⁾	510⁽²⁾	I	By Butterfield GST Non-Exempt Marital Trust
Class B Common Stock								210,047⁽⁵⁾	I	By Butterfield GST Exempt Marital Trust
Class B Common Stock								42,879	D
Class B Common Stock								1,586,691⁽⁶⁾	I	By corporation
Class B Common Stock								70,582⁽⁷⁾	I	By GRAT
Class B Common Stock								93,841⁽⁸⁾	I	By GRAT
Class B Common Stock								100,000⁽⁹⁾	I	By GRAT
Class B Common Stock								61,392⁽¹⁰⁾	I	By GRAT
Class B Common Stock								75,640⁽¹¹⁾	I	By GRAT
Class B Common Stock								82,729⁽¹²⁾	I	By GRAT
Class B Common Stock								61,309⁽¹³⁾	I	By GRAT
Class B Common Stock								70,488⁽¹⁴⁾	I	By GRAT
Class B Common Stock								5⁽¹⁵⁾	I	By the Estate of Stephen F. Butterfield
Class B Common Stock								18,394⁽¹⁶⁾	I	By trust
Class B Common Stock								18,394⁽¹⁷⁾	I	By trust
Class B Common Stock								136,636⁽¹⁸⁾	I	By limited liability company
Class B Common Stock								3,685⁽¹⁹⁾	I	By trust
Class B Common Stock								3,684⁽²⁰⁾	I	By trust
Class B Common Stock								100	I	By the reporting person as UTMA custodian for daughter
Class B Common Stock								100	I	By the reporting person as UTMA custodian for son

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. Shares of the issuer's Class B common stock are convertible at a fixed one-for-one ratio into an equal number of shares of the issuer's Class A common stock at any time at the holder's option. On August 25, 2025, the trust referred to in the footnote (2) below converted shares of Class B common stock into an equal number of shares of Class A common stock. Such conversion of convertible common stock at a fixed ratio was exempt from Section 16(b) under Rule 16a-6(b).

2. Shares held by the Stephen F. Butterfield GST Non-Exempt Marital Trust (the "Non-Exempt Marital Trust"), an estate planning trust for the family of Stephen F. Butterfield. The reporting person reports beneficial ownership of all the shares held by the Non-Exempt Marital Trust, but disclaims beneficial ownership of the shares held by the trust except to the extent of her pecuniary interest therein.

3. These shares were acquired by the issuer under the issuer's previously announced stock repurchase program in a privately negotiated transaction.

4. Pursuant to the terms of the privately negotiated issuer repurchase transaction, this price was based on a discount to the closing market price on August 21, 2025.

5. Shares held by the Stephen F. Butterfield GST Exempt Marital Trust, an estate planning trust for the family of Stephen F. Butterfield. The reporting person reports 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 her pecuniary interest therein.

6. Shares held by Union Financial Services, Inc. ("UFS"), of which the Butterfield GST Non-Exempt Marital Trust owns 50.0% of the outstanding capital stock and the Executive Chairman of the issuer owns the other 50.0% of the outstanding capital stock. The reporting person reports beneficial ownership of all the shares held by UFS, but disclaims beneficial ownership of the shares held by UFS except to the extent of her pecuniary interest therein.

7. Shares held by a GRAT established by the reporting person on December 18, 2015. The reporting person reports 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 her pecuniary interest therein.

8. Shares held by a separate GRAT established by the reporting person on December 18, 2015. The reporting person reports 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 her pecuniary interest therein.

9. Shares held by a separate GRAT established by the reporting person on December 18, 2015. The reporting person reports 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 her pecuniary interest therein.

10. Shares held by a separate GRAT established by the reporting person on December 18, 2015. The reporting person reports 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 her pecuniary interest therein.

11. Shares held by a separate GRAT established by the reporting person on December 18, 2015. The reporting person reports 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 her pecuniary interest therein.

12. Shares held by a separate GRAT established by the reporting person on December 18, 2015. The reporting person reports 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 her pecuniary interest therein.

13. Shares held by a GRAT established by Stephen F. Butterfield on December 18, 2015. The reporting person reports 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 her pecuniary interest therein.

14. Shares held by a separate GRAT established by Stephen F. Butterfield on December 18, 2015. The reporting person reports 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 her pecuniary interest therein.

15. Shares held by the Estate of Stephen F. Butterfield (the "Butterfield Estate"), for which the reporting person is the personal representative. The reporting person disclaims beneficial ownership of the shares held by the Butterfield Estate, except to the extent of her pecuniary interest therein.

16. Shares held by a trust for the benefit of the reporting person's daughter.

17. Shares held by a trust for the benefit of the reporting person's son.

18. Shares held by a family limited liability company controlled by the reporting person. The reporting person disclaims beneficial ownership of the shares held by the limited liability company, except to the extent of her pecuniary interest therein.

19. Shares held by a Butterfield CLAT Post-Annuity Trust, of which the daughter of the reporting person is the beneficiary.

20. Shares held by a separate Butterfield CLAT Post-Annuity Trust, of which the son of the reporting person is the beneficiary.

	/s/ Audra Hoffschneider, Attorney-in-Fact for Shelby J. Butterfield	08/27/2025
	** 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.

Get the next $NNI alert in real time by email

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

08/25/2025

41,929

⁽¹⁾

178,953⁽²⁾

By Butterfield GST Non-Exempt Marital Trust

Class A Common Stock

08/25/2025

41,929

⁽¹⁾

42,439⁽²⁾

By Butterfield GST Non-Exempt Marital Trust

Class A Common Stock

08/25/2025

41,929⁽³⁾

$119.25⁽⁴⁾

510⁽²⁾

By Butterfield GST Non-Exempt Marital Trust

Class B Common Stock

210,047⁽⁵⁾

By Butterfield GST Exempt Marital Trust

Class B Common Stock

42,879

Class B Common Stock

1,586,691⁽⁶⁾

By corporation

Class B Common Stock

70,582⁽⁷⁾

By GRAT

Class B Common Stock

93,841⁽⁸⁾

By GRAT

Class B Common Stock

100,000⁽⁹⁾

By GRAT

Class B Common Stock

61,392⁽¹⁰⁾

By GRAT

Class B Common Stock

75,640⁽¹¹⁾

By GRAT

Class B Common Stock

82,729⁽¹²⁾

By GRAT

Class B Common Stock

61,309⁽¹³⁾

By GRAT

Class B Common Stock

70,488⁽¹⁴⁾

By GRAT

Class B Common Stock

5⁽¹⁵⁾

By the Estate of Stephen F. Butterfield

Class B Common Stock

18,394⁽¹⁶⁾

By trust

Class B Common Stock

18,394⁽¹⁷⁾

By trust

Class B Common Stock

136,636⁽¹⁸⁾

By limited liability company

Class B Common Stock

3,685⁽¹⁹⁾

By trust

Class B Common Stock

3,684⁽²⁰⁾

By trust

Class B Common Stock

100

By the reporting person as UTMA custodian for daughter

Class B Common Stock

100

By the reporting person as UTMA custodian for son

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

Former 10% Owner Butterfield Shelby J converted options into 41,929 shares and sold $5,000,033 worth of shares (41,929 units at $119.25) (SEC Form 4)

Crush Q3 2025 with the Best AI Superconnector

Recent Analyst Ratings for
$NNI

Former 10% Owner Butterfield Shelby J converted options into 41,929 shares and sold $5,000,033 worth of shares (41,929 units at $119.25) (SEC Form 4)

Crush Q3 2025 with the Best AI Superconnector

Recent Analyst Ratings for
$NNI

$NNI
Press Releases

Nelnet Campus Commerce Launches Notify to Streamline Campus Communication

Nelnet Reports Second Quarter 2025 Results

Nelnet Introduces Propelr, an Employee Learning Company Committed to Launching Workforce Potential

$NNI
Insider Trading