SCHEDULE: Nelnet Executive Dunlap Updates 37.8% Stake

Michael S. Dunlap, Executive Chairman of Nelnet, Inc., updated his beneficial ownership to approximately 37.8% of Class A common stock, reflecting recent trust distributions and transfers.

Summary

• Michael S. Dunlap, Executive Chairman of Nelnet, Inc., beneficially owns 13,387,235 shares of Class A common stock, representing approximately 37.8% of the outstanding Class A common stock on an as-converted basis.
• This ownership includes 10,078,995 shares convertible from Class B common stock.
• Mr. Dunlap holds sole voting and dispositive power over 2,538,385 shares and shared voting and dispositive power over 10,848,850 shares.
• Union Financial Services, Inc. (UFS) beneficially owns 1,586,691 shares (5.9%), and Dunlap Holdings, LLC beneficially owns 1,600,000 shares (5.9%), with both entities' holdings included in Mr. Dunlap's shared ownership.
• The filing details various annuity distributions from Grantor Retained Annuity Trusts (GRATs) and transfers to other trusts involving Mr. Dunlap, his spouse, and family members between December 2024 and October 2025.
• A notable transaction was the sale of 41,929 Class B shares (converted to Class A) by the Butterfield GST Non-Exempt Marital Trust to Nelnet, Inc. in a privately negotiated transaction on August 25, 2025, for $119.25 per share.
• Effective November 10, 2025, Union Bank and Trust Company no longer has beneficial ownership of 1,777,897 Class A shares held in certain individual accounts of Ms. Muhleisen (Mr. Dunlap's sister) and her adult children.

Sentiment

Score: 6

Explanation: The filing is largely neutral, detailing routine beneficial ownership updates and trust-related transactions. The share repurchase by the issuer from a related trust is a minor positive, but the overall sentiment is driven by the informational nature of a 13D amendment rather than significant operational news.

Positives

• Nelnet, Inc. repurchased 41,929 shares of Class A common stock at $119.25 per share from a related trust, which can be viewed as a positive for remaining shareholders by reducing the outstanding share count.

Risks

• The significant concentration of voting power with Michael S. Dunlap and his family, through various trusts and controlled entities, could lead to potential conflicts of interest with minority shareholders.
• The extensive involvement of Whitetail Rock Capital Management, LLC (a majority-owned subsidiary of Nelnet) as an investment adviser for numerous trusts holding Nelnet stock, and Union Bank (where Mr. Dunlap is a director and significant shareholder) as a trustee for other substantial holdings, indicates a complex web of related party relationships that could present governance challenges.

Future Outlook

The filing does not contain specific forward-looking statements or guidance regarding the company's future performance or strategic direction, focusing solely on beneficial ownership updates.

Industry Context

This filing is a routine update of beneficial ownership by a significant insider and does not provide information directly related to broader industry trends or competitive landscape. It reflects ongoing estate planning and share management activities by a controlling shareholder group.

Comparison to Industry Standards

• This filing is a standard Schedule 13D amendment, detailing beneficial ownership changes for a significant insider.
• The complex web of trusts and related entities, including a majority-owned subsidiary of the issuer (Whitetail Rock Capital Management, LLC) acting as an investment adviser for many of these holdings, is common for closely-held or founder-controlled public companies.
• The repurchase of shares by the issuer from a related trust is a specific transaction, but without broader context on Nelnet's capital allocation strategy or market conditions, it is difficult to compare to industry benchmarks. No specific comparable companies or projects are mentioned in the filing.

Corporate Governance

Legal Proceedings

• No criminal proceedings (excluding traffic violations or similar misdemeanors) for Ms. Butterfield, Union Bank, Whitetail Rock Capital Management, LLC, Ms. Muhleisen, or Ms. Bartels during the last five years.
• No civil proceedings of a judicial or administrative body of competent jurisdiction resulting in a judgment, decree, or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws for Ms. Butterfield, Union Bank, Whitetail Rock Capital Management, LLC, Ms. Muhleisen, or Ms. Bartels during the last five years.

Related Party Transactions

• Michael S. Dunlap, Executive Chairman of Nelnet, is a director and 50% owner of Union Financial Services, Inc. (UFS).
• The Stephen F. Butterfield GST Non-Exempt Marital Trust, an estate planning trust for the family of Stephen F. Butterfield (former Vice Chairman of Nelnet), owns the remaining 50% of UFS.
• Whitetail Rock Capital Management, LLC (WRCM), a majority-owned subsidiary of Nelnet, serves as investment adviser for shares held by the Butterfield GST Non-Exempt Marital Trust indirectly through UFS, and for numerous other trusts (including various GRATs and post-annuity trusts) holding Nelnet stock.
• Dunlap Holdings, LLC, a family limited liability company controlled by Mr. Dunlap and his family, holds 1,600,000 shares of Class B common stock.
• Union Bank and Trust Company, where Mr. Dunlap is a director and significant shareholder, serves as trustee for various irrevocable trusts established by Nelnet officers (Jeffrey R. Noordhoek, Terry J. Heimes, James D. Kruger), the estate of Mr. Butterfield, and trusts for the benefit of Ms. Muhleisen's children.
• Angela L. Muhleisen, Mr. Dunlap's sister, is a director of Union Bank and director/officer of Farmers & Merchants Investment Inc.
• Deborah Bartels, Mr. Dunlap's sister, has shares held in various accounts at Union Bank.
• The Butterfield GST Non-Exempt Marital Trust sold 41,929 shares of Class B common stock (converted to Class A) to the issuer in a privately negotiated transaction on August 25, 2025, for $119.25 per share.

Stakeholder Impact

• Shareholders: The detailed disclosure provides transparency regarding the ownership structure and control by the Dunlap family and related entities. The share repurchase from a related trust could be seen as a minor positive for remaining shareholders by reducing dilution.
• Management: The filing confirms the significant influence of Michael S. Dunlap and his family over the company through their substantial beneficial ownership and control of various trusts and entities.

Next Steps

• The filing indicates future annuity distributions and trust transfers on specific dates, such as October 16, 2025, and July 28, 2025, which will continue to adjust beneficial ownership figures.
• The termination of Union Bank's beneficial ownership of certain accounts effective November 10, 2025, marks a change in reporting responsibility for those shares.

Key Dates

Recommendation

This Schedule 13D amendment primarily provides an update on the beneficial ownership of Michael S. Dunlap and related entities, reflecting ongoing estate planning and trust activities. The reported changes are largely administrative and expected, with no new strategic initiatives or material financial performance indicators disclosed. The share repurchase from a related trust is a minor event. Given the informational nature of the filing and the absence of new material positive or negative developments, a 'hold' recommendation is appropriate for investors to maintain their current position while awaiting more substantive operational or financial news.

Keywords

Nelnet, Michael S. Dunlap, Schedule 13D, beneficial ownership, Class A Common Stock, Class B Common Stock, corporate governance, trusts, GRATs, Union Financial Services, Dunlap Holdings, Whitetail Rock Capital Management, insider ownership, stock repurchase