Large owner Muhleisen Angie gifted 41,250 shares, decreasing direct ownership by 4% to 972,199 units (SEC Form 4)
$NNI
Finance: Consumer Services
Finance
| 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 |
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| 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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
NELNET INC [ NNI ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 07/17/2025 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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 | V | Amount | (A) or (D) | Price | ||||||
| Class A Common Stock | 07/17/2025 | G | 41,250 | D | $0 | 972,199(1) | D | |||
| Class A Common Stock | 1,230,680(2) | I | By Estate | |||||||
| Class A Common Stock | 276,000(3) | I | By Dynasty Trust | |||||||
| Class A Common Stock | 276,000(4) | I | By Dynasty Trust | |||||||
| Class A Common Stock | 28,037(5) | I | By GRAT | |||||||
| Class A Common Stock | 29,379(6) | I | By GRAT | |||||||
| Class A Common Stock | 18,692(7) | I | By GRAT | |||||||
| Class A Common Stock | 19,591(8) | I | By GRAT | |||||||
| Class A Common Stock | 30,050(9) | I | By GRAT | |||||||
| Class A Common Stock | 35,258(10) | I | By GRAT | |||||||
| Class A Common Stock | 33,831(11) | I | By GRAT | |||||||
| Class A Common Stock | 39,348(12) | I | By GRAT | |||||||
| Class A Common Stock | 26,810(13) | I | By GRAT | |||||||
| Class A Common Stock | 32,980(14) | I | By GRAT | |||||||
| Class A Common Stock | 37,425(15) | I | By GRAT | |||||||
| Class A Common Stock | 44,825(16) | I | By GRAT | |||||||
| Class A Common Stock | 10,000(17) | I | By 2020 Dynasty Trust | |||||||
| Class A Common Stock | 10,000(18) | I | By 2020 Dynasty Trust | |||||||
| Class A Common Stock | 24,633(19) | I | By trust | |||||||
| Class A Common Stock | 24,633(20) | I | By trust | |||||||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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 | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Explanation of Responses: |
| 1. Shares held by Angela L. Muhleisen. The number of shares includes (i) shares distributed to Ms. Muhleisen by Grantor Retained Annuity Trust ("GRATs") as discussed in footnotes (7) through (16) below and (ii) 52,344 shares formerly held in a joint account with her deceased spouse, Dan D. Muhleisen. |
| 2. Shares held by the estate of Mr. Muhleisen (the "Estate"). The number of shares includes shares distributed to Mr. Muhleisen and the Estate by GRATs as discussed in footnotes (5) and (6) below. Ms. Muhleisen continues to report beneficial ownership the shares held by the Estate while it is being administered, but disclaims beneficial ownership of the shares held by the Estate except to the extent of her pecuniary interest therein. |
| 3. Shares held by a Dynasty Trust established by Ms. and Mr. Muhleisen in 2012, of which the adult daughter of Ms. and Mr. Muhleisen is the initial beneficiary. Ms. Muhleisen 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 her pecuniary interest therein. |
| 4. Shares held by a Dynasty Trust established by Ms. and Mr. Muhleisen in 2012, of which the adult son of Ms. and Mr. Muhleisen is the initial beneficiary. Ms. Muhleisen 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 her pecuniary interest therein. |
| 5. Shares held by a Dan D. Muhleisen GRAT dated 6/10/2020, which reflect annuity distributions from the trust (i) to Mr. Muhleisen of 5,866 shares on 6/10/2024 and (ii) to the Estate of 5,162 shares on 6/10/2025. Ms. Muhleisen 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 her pecuniary interest therein. |
| 6. Shares held by a separate Dan D. Muhleisen GRAT dated 6/10/2020, which reflect annuity distributions from the trust (i) to Mr. Muhleisen of 6,846 shares on 6/10/2024 and (ii) to the Estate of 7,280 shares on 6/10/2025. Ms. Muhleisen 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 her pecuniary interest therein. |
| 7. Shares held by an Angela L. Muhleisen GRAT dated 6/10/2020, which reflect annuity distributions from the trust to Ms. Muhleisen of 3,912 shares on 6/10/2024 and 3,428 shares on 6/10/2025. Ms. Muhleisen 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 her pecuniary interest therein. |
| 8. Shares held by a separate Angela L. Muhleisen GRAT dated 6/10/2020, which reflect annuity distributions from the trust to Ms. Muhleisen of 4,566 shares on 6/10/2024 and 4,836 shares on 6/10/2025. Ms. Muhleisen 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 her pecuniary interest therein. |
| 9. Shares held by a separate Angela L. Muhleisen GRAT dated 6/10/2020, which reflect annuity distributions from the trust to Ms. Muhleisen of 1,793 shares on 6/10/2024 and 1,565 shares on 6/10/2025. Ms. Muhleisen 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 her pecuniary interest therein. |
| 10. Shares held by a separate Angela L. Muhleisen GRAT dated 6/10/2020, which reflect annuity distributions from the trust to Ms. Muhleisen of 1,060 shares on 6/10/2024 and 1,171 shares on 6/10/2025. Ms. Muhleisen 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 her pecuniary interest therein. |
| 11. Shares held by a separate Angela L. Muhleisen GRAT dated 6/10/2020, which reflect annuity distributions from the trust to Ms. Muhleisen of 1,087 shares on 6/10/2024 and 948 shares on 6/10/2025. Ms. Muhleisen 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 her pecuniary interest therein. |
| 12. Shares held by a separate Angela L. Muhleisen GRAT dated 6/10/2020, which reflect annuity distributions from the trust to Ms. Muhleisen of 145 shares on 6/10/2024 and 215 shares on 6/10/2025. Ms. Muhleisen 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 her pecuniary interest therein. |
| 13. Shares held by an Angela L. Muhleisen GRAT dated 11/29/2022, which reflect an annuity distribution from the trust to Ms. Muhleisen of 10,194 shares on 12/18/2024. Ms. Muhleisen 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 her pecuniary interest therein. |
| 14. Shares held by a separate Angela L. Muhleisen GRAT dated 11/29/2022, which reflect an annuity distribution from the trust to Ms. Muhleisen of 8,259 shares on 12/18/2024. Ms. Muhleisen 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 her pecuniary interest therein. |
| 15. Shares held by a separate Angela L. Muhleisen GRAT dated 11/29/2022, which reflect an annuity distribution from the trust to Ms. Muhleisen of 5,486 shares on 12/18/2024. Ms. Muhleisen 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 her pecuniary interest therein. |
| 16. Shares held by a separate Angela L. Muhleisen GRAT dated 11/29/2022, which reflect an annuity distribution from the trust to Ms. Muhleisen of 2,475 shares on 12/18/2024. Ms. Muhleisen 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 her pecuniary interest therein. |
| 17. Shares held by a Dynasty Trust established by Ms. Muhleisen in 2020, of which the adult daughter and the adult son of Ms. and Mr. Muhleisen are the initial beneficiaries. Ms. Muhleisen 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 her pecuniary interest therein. |
| 18. Shares held by a Dynasty Trust established by Mr. Muhleisen in 2020, of which the adult daughter and the adult son of Ms. and Mr. Muhleisen are the initial beneficiaries. Ms. Muhleisen 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 her pecuniary interest therein. |
| 19. Shares held by the Dan D. Muhleisen 2020 Post-Annuity GRAT FBO Alicia Muhleisen, of which an adult daughter of Ms. and Mr. Muhleisen is the beneficiary. Ms. Muhleisen 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 her pecuniary interest therein. |
| 20. Shares held by the Dan D. Muhleisen 2020 Post-Annuity GRAT FBO Jason Muhleisen, of which an adult son of Ms. and Mr. Muhleisen is the beneficiary. Ms. Muhleisen 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 her pecuniary interest therein. Ms. Muhleisen no longer has a reportable beneficial interest in 857,353 shares of Class A Common Stock held by her adult son or 869,025 shares of Class A Common Stock held by her adult daughter, which were included in her prior ownership reports. |
| /s/ Audra Hoffschneider, Attorney-in-Fact for Angela L. Muhleisen | 07/21/2025 | |
| ** 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. | ||