Michael S. Dunlap - Dec 1, 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
Dec 1, 2025
Transactions value $
$0
Form type
4
Date filed
12/3/2025, 04:30 PM
Previous filing
Nov 21, 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 2025-12-03 0001269797

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction NNI Class B Common Stock Gift $0 -302K -100% $0.00 0 Dec 1, 2025 By GRAT F1
transaction NNI Class B Common Stock Gift $0 +67.1K +144.88% $0.00 113K Dec 1, 2025 By trust F1, F2
transaction NNI Class B Common Stock Gift $0 +101K +149.29% $0.00 168K Dec 1, 2025 By trust F1, F3
transaction NNI Class B Common Stock Gift $0 +101K +149.29% $0.00 168K Dec 1, 2025 By trust F1, F4
transaction NNI Class B Common Stock Gift $0 -266K -100% $0.00 0 Dec 1, 2025 By GRAT F5
transaction NNI Class B Common Stock Gift $0 +59.1K +132.07% $0.00 104K Dec 1, 2025 By trust F5, F6
transaction NNI Class B Common Stock Gift $0 +88.7K +136.07% $0.00 154K Dec 1, 2025 By trust F5, F7
transaction NNI Class B Common Stock Gift $0 +88.7K +136.07% $0.00 154K Dec 1, 2025 By trust F5, F8
holding NNI Class A Common Stock 1.38M Dec 1, 2025 Direct
holding NNI Class B Common Stock 575K Dec 1, 2025 Direct
holding NNI Class B Common Stock 545K Dec 1, 2025 By spouse
holding NNI Class B Common Stock 453K Dec 1, 2025 By GRAT F9
holding NNI Class B Common Stock 351K Dec 1, 2025 By GRAT F10
holding NNI Class A Common Stock 46 Dec 1, 2025 By trust F11
holding NNI Class B Common Stock 173K Dec 1, 2025 By trust F11
holding NNI Class A Common Stock 45 Dec 1, 2025 By trust F12
holding NNI Class B Common Stock 173K Dec 1, 2025 By trust F12
holding NNI Class A Common Stock 45 Dec 1, 2025 By trust F13
holding NNI Class B Common Stock 173K Dec 1, 2025 By trust F13
holding NNI Class B Common Stock 16.1K Dec 1, 2025 By trust F14
holding NNI Class B Common Stock 24.2K Dec 1, 2025 By trust F15
holding NNI Class B Common Stock 24.2K Dec 1, 2025 By trust F16
holding NNI Class B Common Stock 21.4K Dec 1, 2025 By GRAT F17
holding NNI Class B Common Stock 24.6K Dec 1, 2025 By GRAT F18
holding NNI Class B Common Stock 23.9K Dec 1, 2025 By GRAT F19
holding NNI Class B Common Stock 27.3K Dec 1, 2025 By GRAT F20
holding NNI Class B Common Stock 31.2K Dec 1, 2025 By GRAT F21
holding NNI Class B Common Stock 36K Dec 1, 2025 By GRAT F22
holding NNI Class B Common Stock 34.7K Dec 1, 2025 By GRAT F23
holding NNI Class B Common Stock 39.7K Dec 1, 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.