SCHEDULE: Magnolia Capital Reduces Nelnet Stake and Exits Board

Magnolia Capital Fund and Adam K. Peterson report a reduction in Nelnet, Inc. holdings following in-kind distributions and the resignation of Adam K. Peterson from the Board.

Summary

• Magnolia Capital Fund, LP (MCF) distributed 175,827 shares of Nelnet, Inc. Class A Common Stock to withdrawing limited partners on May 13 and May 14, 2026.
• Following these distributions, the Reporting Persons (MCF, The Magnolia Group, and Adam K. Peterson) collectively own 1,502,703 shares, representing approximately 5.9% of the outstanding Class A Common Stock.
• Adam K. Peterson resigned from the Nelnet, Inc. Board of Directors effective March 23, 2026.
• The Reporting Persons state that their requirement to maintain a Schedule 13D filing has ceased following these events.

Sentiment

Score: 4

Explanation: StockSavvy.ai views this as neutral to slightly negative, as the resignation of a board member and the reduction of a significant stake typically signal a cooling of the relationship between the investor and the company.

Positives

• The reduction in holdings is attributed to standard in-kind distributions to limited partners rather than a market-based sell-off.
• The Reporting Persons maintain a significant remaining stake of 5.9% in the company.

Negatives

• Adam K. Peterson has resigned from the Board of Directors, removing direct oversight influence from this investor group.
• The reduction in total shares held by the group may signal a decrease in long-term conviction or liquidity requirements for the fund.

Risks

• Future potential for additional share disposals based on the Reporting Persons' ongoing evaluation of investment liquidity and market conditions.
• Loss of board representation may limit the ability of the Reporting Persons to influence corporate strategy.

Future Outlook

The Reporting Persons have no specific plan or proposal to acquire or dispose of additional shares, but reserve the right to do so based on market conditions, liquidity needs, and investment considerations.

Management Comments

• The Reporting Persons have no specific plan or proposal to acquire additional Common Stock or dispose of the Common Stock, but may do so at any time based on ongoing evaluation.

Industry Context

StockSavvy.ai notes that the departure of a significant shareholder's representative from a board often precedes a reduction in position, which can create short-term volatility in the issuer's stock price.

Comparison to Industry Standards

• The filing follows standard regulatory requirements for reporting changes in beneficial ownership exceeding 5%.
• In-kind distributions are a common practice for investment funds managing liquidity requests from limited partners.

Management Changes

Related Party Transactions

• The Reporting Persons are affiliated through the general partner relationship between The Magnolia Group, LLC and Magnolia Capital Fund, LP.

Stakeholder Impact

• Shareholders may perceive the board resignation and stake reduction as a loss of confidence in the company's direction.
• Limited partners of Magnolia Capital Fund received in-kind distributions of Nelnet stock.

Next Steps

• The Reporting Persons have indicated that their requirement to maintain a Schedule 13D filing has ceased.

Key Dates

Recommendation

The exit of a board member and the reduction of a significant position suggest a transition period for the stock; investors should monitor for further selling pressure or changes in company strategy following the board vacancy.

Keywords

Nelnet, Schedule 13D, Magnolia Capital, Adam Peterson, Beneficial Ownership, Divestment