Form 4: Nelnet Director Adam K. Peterson Reports In-Kind Share Distribution by Magnolia Capital Fund

Adam K. Peterson, a director of Nelnet Inc. (NNI), along with affiliated entities Magnolia Capital Fund, LP and The Magnolia Group, LLC, reported an in-kind distribution of 231,024 shares of Nelnet Class A Common Stock to limited partners.

Summary

• Adam K. Peterson, a director of Nelnet Inc. (NNI), filed a Form 4 reporting changes in beneficial ownership.
• The filing also includes Magnolia Capital Fund, LP (MCF) and The Magnolia Group, LLC (TMG) as reporting persons, with TMG being the general partner and investment manager of MCF, and Mr. Peterson being the managing member of TMG.
• On June 9, 2025, MCF distributed 231,024 shares of Nelnet Class A Common Stock in-kind to three limited partners in satisfaction of a partial withdrawal request.
• This distribution resulted in a decrease of 231,024 shares in the deemed beneficial ownership for MCF, TMG, and Mr. Peterson.
• Following the transaction, Mr. Peterson is deemed the beneficial owner of 1,676,487 shares of Common Stock, which includes 7,511 shares of Phantom Stock held directly and his interest in MCF and TMG.
• MCF and TMG are each deemed beneficial owners of 1,668,976 shares of Common Stock after the distribution.
• The transaction was reported with a price of $0 per share, indicating an in-kind distribution rather than a sale or purchase.

Sentiment

Score: 5

Explanation: The document is a factual report of an insider share distribution, which is a neutral event for the company's operational performance or valuation. It reflects a change in ownership structure within the reporting entities rather than a direct positive or negative signal about the company's prospects.

Positives

• The transaction was an in-kind distribution at $0 per share, indicating it was not a sale for profit by the reporting insider group, but rather a restructuring of ownership within the fund's limited partners.

Negatives

• The reported transaction represents a decrease in the total number of shares beneficially owned by the reporting entities (Magnolia Capital Fund, The Magnolia Group, and Adam K. Peterson) in Nelnet Inc.

Future Outlook

This Form 4 filing is a disclosure of an insider transaction and does not contain any forward-looking statements or guidance regarding the company's future financial performance or strategic outlook.

Management Comments

• Adam K. Peterson serves on the Board of Directors of Nelnet Inc.
• The reported shares are directly owned by Adam K. Peterson, The Magnolia Group, LLC (TMG), and Magnolia Capital Fund (MCF).
• TMG is the general partner and investment manager of MCF, and Mr. Peterson is the managing member of TMG.
• TMG and Mr. Peterson could both be deemed to share indirect beneficial ownership of the shares reported.
• TMG and Mr. Peterson disclaim beneficial ownership with respect to the indirectly reported shares except to the extent of their respective pecuniary interests therein.

Industry Context

This filing is a standard regulatory disclosure of an insider's change in beneficial ownership and does not provide information related to broader industry trends or competitive landscape.

Related Party Transactions

• The transaction involves an in-kind distribution of shares from Magnolia Capital Fund, LP, whose general partner is The Magnolia Group, LLC, and whose managing member is Adam K. Peterson, a director of Nelnet Inc. This represents a transaction between entities related to a director.

Stakeholder Impact

• Shareholders: The transaction represents a shift in beneficial ownership of a block of shares from a fund to its limited partners, which may slightly alter the shareholder base but does not directly impact the company's operations or financial health.
• Employees, Customers, Suppliers, Creditors: No direct impact on these stakeholders is indicated by this filing.

Key Dates

Keywords

Nelnet Inc., NNI, SEC Form 4, Insider Transaction, Beneficial Ownership, Adam K. Peterson, Magnolia Capital Fund, The Magnolia Group, Share Distribution, Corporate Governance