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 |
|
|||||||||||||||
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). |
1. Name and Address of Reporting Person*
(Street)
|
2. Issuer Name and Ticker or Trading Symbol
NELNET INC [ NNI ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
|
||||||||||||||||||||||||
3. Date of Earliest Transaction
(Month/Day/Year) 07/28/2025 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
|
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 | V | Amount | (A) or (D) | Price | ||||||
Class A Common Stock | 07/28/2025 | W(1) | 1,230,680 | D | $0 | 0 | I | By Estate | ||
Class A Common Stock | 07/28/2025 | W(1) | 1,230,680 | A | $0 | 2,202,879 | D | |||
Class A Common Stock | 07/28/2025 | G(2) | 28,037 | D | $0 | 0 | I | By GRAT | ||
Class A Common Stock | 07/28/2025 | G(2) | 14,019 | A | $0 | 38,652(3) | I | By trust | ||
Class A Common Stock | 07/28/2025 | G(2) | 14,018 | A | $0 | 38,651(4) | I | By trust | ||
Class A Common Stock | 07/28/2025 | G(5) | 29,379 | D | $0 | 0 | I | By GRAT | ||
Class A Common Stock | 07/28/2025 | G(5) | 14,689 | A | $0 | 53,341(3) | I | By trust | ||
Class A Common Stock | 07/28/2025 | G(5) | 14,690 | A | $0 | 53,341(4) | I | By trust | ||
Class A Common Stock | 07/28/2025 | G(6) | 18,692 | D | $0 | 0 | I | By GRAT | ||
Class A Common Stock | 07/28/2025 | G(6) | 9,346 | A | $0 | 62,687(3) | I | By trust | ||
Class A Common Stock | 07/28/2025 | G(6) | 9,346 | A | $0 | 62,687(4) | I | By trust | ||
Class A Common Stock | 07/28/2025 | G(7) | 19,591 | D | $0 | 0 | I | By GRAT | ||
Class A Common Stock | 07/28/2025 | G(7) | 9,795 | A | $0 | 72,482(3) | I | By trust | ||
Class A Common Stock | 07/28/2025 | G(7) | 9,796 | A | $0 | 72,483(4) | I | By trust | ||
Class A Common Stock | 30,050(8) | I | By GRAT | |||||||
Class A Common Stock | 35,258(9) | I | By GRAT | |||||||
Class A Common Stock | 33,831(10) | I | By GRAT | |||||||
Class A Common Stock | 39,348(11) | I | By GRAT | |||||||
Class A Common Stock | 26,810(12) | I | By GRAT | |||||||
Class A Common Stock | 32,980(13) | I | By GRAT | |||||||
Class A Common Stock | 37,425(14) | I | By GRAT | |||||||
Class A Common Stock | 44,825(15) | I | By GRAT | |||||||
Class A Common Stock | 276,000(16) | I | By Dynasty Trust | |||||||
Class A Common Stock | 276,000(17) | I | By Dynasty Trust | |||||||
Class A Common Stock | 10,000(18) | I | By 2020 Dynasty Trust | |||||||
Class A Common Stock | 10,000(19) | I | By 2020 Dynasty Trust |
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 | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
Explanation of Responses: |
1. Represents the transfer of shares from the estate of Dan D. Muhleisen (the "Estate") to Angela L. Muhleisen. Ms. Muhleisen reported beneficial ownership the shares held by the Estate while it was being administered, but disclaimed beneficial ownership of the shares held by the Estate except to the extent of her pecuniary interest therein. |
2. Represents the transfer of shares upon the termination of a Dan D. Muhleisen GRAT dated 6/10/2020 pursuant to its terms. The shares were transferred to the trusts described in footnotes (3) and (4) below. |
3. Shares held by the Dan D. Muhleisen 2020 Post-Annuity GRAT, 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. |
4. Shares held by the Dan D. Muhleisen 2020 Post-Annuity GRAT, 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. |
5. Represents the transfer of shares upon the termination of a separate Dan D. Muhleisen GRAT dated 6/10/2020 pursuant to its terms. The shares were transferred to the trusts described in footnotes (3) and (4) above. |
6. Represents the transfer of shares upon the termination of an Angela L. Muhleisen GRAT dated 6/10/2020 pursuant to its terms. The shares were transferred to the trusts described in footnotes (3) and (4) above. |
7. Represents the transfer of shares upon the termination of a separate Angela L. Muhleisen GRAT dated 6/10/2020 pursuant to its terms. The shares were transferred to the trusts described in footnotes (3) and (4) above. |
8. Shares held by a separate Angela L. Muhleisen GRAT dated 6/10/2020. 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. 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. 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. 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 an Angela L. Muhleisen GRAT dated 11/29/2022. 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 a separate Angela L. Muhleisen GRAT dated 11/29/2022. 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. 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. 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 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. |
17. 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. |
18. 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. |
19. 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. |
/s/ Audra Hoffschneider, Attorney-in-Fact for Angela L. Muhleisen | 07/30/2025 | |
** 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. |