Form 4: Nelnet Director Gifts Shares, Reclassifies Over 1.7 Million Shares in Family Trusts

A Nelnet Inc. Director and 10% owner, Angie Muhleisen, reported gifting 41,250 shares of Class A Common Stock and disclaiming beneficial ownership of over 1.7 million shares held in various family trusts.

Summary

• Angie Muhleisen, a Director and 10% Owner of Nelnet Inc. (NNI), reported a gift of 41,250 shares of Class A Common Stock on July 17, 2025, at a price of $0 per share.
• Following the reported transaction, Ms. Muhleisen directly owns 972,199 shares of Class A Common Stock.
• Her indirect beneficial ownership includes 1,230,680 shares held by the Estate of her deceased spouse, Dan D. Muhleisen.
• Indirect ownership also includes 276,000 shares held by a 2012 Dynasty Trust for her adult daughter and another 276,000 shares for her adult son.
• Additional indirect ownership is reported through various Grantor Retained Annuity Trusts (GRATs) and 2020 Dynasty Trusts, with specific share amounts detailed for each trust.
• Ms. Muhleisen disclaims beneficial ownership of shares held by the Estate and various trusts, except to the extent of her pecuniary interest therein.
• Notably, Ms. Muhleisen no longer reports beneficial interest in 857,353 shares held by her adult son and 869,025 shares held by her adult daughter, which were included in her prior ownership reports, totaling 1,726,378 shares reclassified.

Sentiment

Score: 6

Explanation: The sentiment is neutral to slightly positive. While direct ownership decreases, the transaction is a gift for estate planning purposes, keeping shares within the family. The reclassification of beneficial ownership is a technical reporting change rather than a divestment.

Positives

• The gift transaction facilitates estate planning and long-term wealth transfer within the Muhleisen family.
• The underlying shares remain within family control, albeit through various trust structures, indicating continued family alignment with the company.

Negatives

• Ms. Muhleisen's direct beneficial ownership decreased by 41,250 shares due to the gift.
• The disclaimer of beneficial ownership for over 1.7 million shares previously reported could be perceived as a reduction in her direct reportable control, even if the shares remain within family trusts.

Risks

• The complex structure of beneficial ownership through multiple trusts and disclaimers may lead to misinterpretation by the market regarding the extent of insider control.
• Changes in tax laws or trust regulations could impact the effectiveness or implications of the current estate planning structures.

Related Party Transactions

• Gift of 41,250 Class A Common Stock shares to an unspecified recipient (implied family member or trust for family benefit).
• Beneficial ownership of shares held in trusts established for the benefit of the reporting person's adult children and the estate of her deceased spouse.

Stakeholder Impact

• Shareholders: The gift represents a minor dilution of direct insider ownership but does not involve a sale into the open market. The reclassification of beneficial ownership for over 1.7 million shares may alter perceptions of insider control, though the shares remain within family-related entities.
• Employees, Customers, Suppliers, Creditors: No direct impact on these stakeholders is indicated by this insider transaction report.

Key Dates

Keywords

Nelnet Inc., NNI, SEC Form 4, Insider Transaction, Beneficial Ownership, Gift of Shares, Estate Planning, Trusts, GRATs, Director, 10% Owner