Form 4: Nelnet Executive Chairman Discloses Extensive Indirect Holdings

Nelnet Inc.'s Executive Chairman, Michael S. Dunlap, filed a Form 4 detailing his indirect beneficial ownership of over 5.6 million Class B Common Stock shares through various entities and trusts.

Summary

• Michael S. Dunlap, Executive Chairman of the Board, Director, and 10% Owner of Nelnet Inc. (NNI), filed a Form 4.
• This filing is the second of two Form 4s submitted on December 3, 2025, to report transfers that occurred on December 1, 2025.
• The second Form 4 includes additional holdings that could not be accommodated in the first filing due to line item limitations.
• Dunlap beneficially owns a total of 5,604,778 shares of Nelnet Inc. Class B Common Stock indirectly.
• These shares are held through various entities including Union Financial Services, Inc. (1,586,691 shares), Michael S. Dunlap 2011 Post Annuity Irrevocable Trusts (946,859 shares), Michael S. Dunlap Grantor Retained Annuity Trusts (786,028 shares), Dunlap Holdings, LLC (1,600,000 shares), and Dynasty Trusts (600,200 shares).
• Dunlap disclaims beneficial ownership of these shares except to the extent of his pecuniary interest therein.

Sentiment

Score: 6

Explanation: The filing is a routine compliance disclosure of indirect beneficial ownership by a key executive. The substantial indirect holdings, while disclaimed for pecuniary interest beyond a certain extent, generally indicate strong alignment of interests between management and shareholders.

Positives

• The substantial indirect beneficial ownership by a key executive (Executive Chairman, Director, 10% Owner) suggests significant alignment of interests with the company's long-term performance.

Future Outlook

NA

Management Comments

• Two of two Form 4s filed on December 3, 2025 for the reporting of the December 1, 2025 transfers included in the first Form 4. This second Form 4 includes additional holdings that could not be included in the first Form 4 due to a limitation on the number of line items that can be included per table in a single Form 4.

Industry Context

NA

Related Party Transactions

• Indirect beneficial ownership of Nelnet Inc. Class B Common Stock through Union Financial Services, Inc. (where the reporting person is president and owns 50.0% of capital stock).
• Indirect beneficial ownership through various Michael S. Dunlap 2011 Post Annuity Irrevocable Trusts, some with adult sons as beneficiaries.
• Indirect beneficial ownership through Michael S. Dunlap Grantor Retained Annuity Trusts dated December 19, 2011.
• Indirect beneficial ownership through Dunlap Holdings, LLC, a family limited liability company controlled by the reporting person and his family.
• Indirect beneficial ownership through Dynasty Trusts established by the reporting person in 2011 and 2019, with adult sons and spouse as initial beneficiaries.

Stakeholder Impact

• Shareholders: Provides transparency regarding significant insider holdings, potentially reinforcing confidence due to management's vested interest in the company's performance.
• Management: Fulfills regulatory disclosure requirements for the Executive Chairman, demonstrating compliance with Section 16(a) of the Securities Exchange Act of 1934.

Key Dates

Recommendation

This Form 4 is a routine regulatory disclosure of indirect beneficial ownership by a key executive. While it highlights significant insider alignment, it does not contain new financial performance data, strategic shifts, or direct market transactions that would warrant a change in investment recommendation based solely on this filing.

Keywords

Nelnet, NNI, Form 4, beneficial ownership, insider holdings, Michael S. Dunlap, executive chairman, director, 10% owner, Class B Common Stock