Michael S. Dunlap - Nov 19, 2025 Form 4 Insider Report for NELNET INC (NNI)

Signature
/s/ Nicole M. Stawniak, Attorney-in-Fact for Michael S. Dunlap
Stock symbol
NNI
Transactions as of
Nov 19, 2025
Transactions value $
$0
Form type
4
Date filed
11/21/2025, 04:39 PM
Previous filing
Jul 30, 2025
Next filing
Dec 3, 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/ Nicole M. Stawniak, Attorney-in-Fact for Michael S. Dunlap 2025-11-21 0001269797

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction NNI Class A Common Stock Gift $0 -35K -2.47% $0.00 1.38M Nov 19, 2025 Direct F1
holding NNI Class B Common Stock 575K Nov 19, 2025 Direct
holding NNI Class B Common Stock 545K Nov 19, 2025 By spouse F2
holding NNI Class B Common Stock 302K Nov 19, 2025 By GRAT F3
holding NNI Class B Common Stock 453K Nov 19, 2025 By GRAT F4
holding NNI Class B Common Stock 266K Nov 19, 2025 By GRAT F5
holding NNI Class B Common Stock 351K Nov 19, 2025 By GRAT F6
holding NNI Class A Common Stock 46 Nov 19, 2025 By trust F7
holding NNI Class B Common Stock 173K Nov 19, 2025 By trust F7
holding NNI Class A Common Stock 45 Nov 19, 2025 By trust F8
holding NNI Class B Common Stock 173K Nov 19, 2025 By trust F8
holding NNI Class A Common Stock 45 Nov 19, 2025 By trust F9
holding NNI Class B Common Stock 173K Nov 19, 2025 By trust F9
holding NNI Class B Common Stock 16.1K Nov 19, 2025 By trust F10
holding NNI Class B Common Stock 24.2K Nov 19, 2025 By trust F11
holding NNI Class B Common Stock 24.2K Nov 19, 2025 By trust F12
holding NNI Class B Common Stock 21.4K Nov 19, 2025 By GRAT F13
holding NNI Class B Common Stock 24.6K Nov 19, 2025 By GRAT F14
holding NNI Class B Common Stock 23.9K Nov 19, 2025 By GRAT F15
holding NNI Class B Common Stock 27.3K Nov 19, 2025 By GRAT F16
holding NNI Class B Common Stock 31.2K Nov 19, 2025 By GRAT F17
holding NNI Class B Common Stock 36K Nov 19, 2025 By GRAT F18
holding NNI Class B Common Stock 34.7K Nov 19, 2025 By GRAT F19
holding NNI Class B Common Stock 39.7K Nov 19, 2025 By GRAT F20
holding NNI Class B Common Stock 433K Nov 19, 2025 By GRAT F21
holding NNI Class B Common Stock 353K Nov 19, 2025 By GRAT F22
holding NNI Class B Common Stock 1.6M Nov 19, 2025 By Dunlap Holdings, LLC F23
holding NNI Class B Common Stock 125K Nov 19, 2025 By Dynasty Trust F24
holding NNI Class B Common Stock 125K Nov 19, 2025 By Dynasty Trust F25
holding NNI Class B Common Stock 125K Nov 19, 2025 By Dynasty Trust F26
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Buy Plan / Sale Plan: These are also open market purchases/sales of shares, but in this case the transaction is part of a trading plan. Rule 10b5-1 allows insiders to setup a trading plan to buy/sell stocks over a certain period of time. Since the purchases/sales are predetermined, this protects the insiders from violating insider trading law.

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).

Explanation of Responses:

Id Content
F1 This gift to a charitable organization as described in Section 501(c)(3) of the Internal Revenue Code was effected pursuant to a Rule 10b5-1 plan that was entered into by the reporting person on August 19, 2025.
F2 Includes shares distributed to the reporting person's spouse by grantor retained annuity trusts as discussed in footnotes (3) through (6) below.
F3 Shares held by a Grantor Retained Annuity Trust dated October 13, 2015, which reflect an annuity distribution from the trust to the reporting person's spouse of 28,231 shares on October 16, 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.
F4 Shares held by a separate Grantor Retained Annuity Trust dated October 13, 2015, which reflect an annuity distribution from the trust to the reporting person's spouse of 8,527 shares on October 16, 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.
F5 Shares held by a separate Grantor Retained Annuity Trust dated October 13, 2015, which reflect an annuity distribution from the trust to the reporting person's spouse of 12,929 shares on October 16, 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.
F6 Shares held by a separate Grantor Retained Annuity Trust dated October 13, 2015, which reflect an annuity distribution from the trust to the reporting person's spouse of 7,799 shares on October 16, 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.
F7 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.
F8 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.
F9 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.
F10 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.
F11 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.
F12 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.
F13 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.
F14 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.
F15 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.
F16 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.
F17 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.
F18 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.
F19 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.
F20 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.
F21 Shares held by a Michael S. Dunlap Grantor Retained Annuity Trust dated December 19, 2011. 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 Michael S. Dunlap Grantor Retained Annuity Trust dated December 19, 2011. 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 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.
F24 Shares held by a Dynasty Trust established by the reporting person in 2011, of which an adult son of the reporting person is the initial 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.
F25 Shares held by a separate Dynasty Trust established by the reporting person in 2011, of which an adult son of the reporting person is the initial 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.
F26 Shares held by a separate Dynasty Trust established by the reporting person in 2011, of which an adult son of the reporting person is the initial 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.

Remarks:

One of two Form 4s filed on November 21, 2025 for the reporting of the November 19, 2025 gift of shares 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. Exhibit List: Exhibit 24 - Power of Attorney