Nelnet Inc.

06/10/2025 | Press release | Distributed by Public on 06/10/2025 17:02

Statement of Changes in Beneficial Ownership (Form 4)

FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden hours per response... 0.5
(Print or Type Responses)
1. Name and Address of Reporting Person *
Peterson Adam K
2. Issuer Name and Ticker or Trading Symbol
NELNET INC [NNI]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
_____ Officer (give title below) __X__ Other (specify below)
See below
(Last) (First) (Middle)
1601 DODGE STREET, SUITE 3300,
3. Date of Earliest Transaction (Month/Day/Year)
06/09/2025
(Street)
OMAHA, NE 68102
4. If Amendment, Date Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
___ Form filed by One Reporting Person
_X_ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Class A Common Stock, Par Value $0.01 per Share 06/09/2025 J(4) 231,024 D $ 0 1,676,487(5) D(1)(2)(3)
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. SEC 1474 (9-02)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(Month/Day/Year)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Peterson Adam K
1601 DODGE STREET, SUITE 3300
OMAHA, NE 68102
X See below
MAGNOLIA CAPITAL FUND, LP
1601 DODGE STREET, SUITE 3300
OMAHA, NE 68102
(See remarks)
MAGNOLIA GROUP, LLC
1601 DODGE STREET
SUITE 3300
OMAHA, NE 68102
(See remarks)

Signatures

/s/ Adam K. Peterson 06/10/2025
**Signature of Reporting Person Date
/s/ Adam K. Peterson on behalf of the Magnolia Capital Fund, LP by its General Partner, The Magnolia Group, LLC 06/10/2025
**Signature of Reporting Person Date
/s/ Adam K. Peterson, managing member on behalf of The Magnolia Group, LLC 06/10/2025
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) The reported shares are directly owned by Adam K. Peterson ("Mr. Peterson"), The Magnolia Group, LLC ("TMG") and Magnolia Capital Fund ("MCF"). TMG is the general partner and investment manager of MCF. 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 herein for those reporting persons.
(2) TMG and Mr. Peterson disclaim beneficial ownership with respect to the shares reported indirectly except to the extent of their respective pecuniary interests therein, and this report shall not be deemed an admission of beneficial ownership of these securities for Section 16 or for any other purposes.
(3) Mr. Peterson serves on the Board of Directors of the Issuer.
(4) In satisfaction of a partial withdrawal request, MCF distributed in-kind to three limited partners a total of 231,024 shares of the Issuer's Common Stock on June 9, 2025. As a result of the distribution, MCF is no longer deemed beneficial owner of such distributed shares and, accordingly, the number of shares reported by MCF decreased by 231,024 (with a corresponding decrease in the number of shares beneficially owned by TMG, as the general partner of MCF, and Mr. Peterson, as the managing member of TMG).
(5) MCF may be deemed the beneficial owner of 1,668,976 shares of Common Stock that it holds. TMG may be deemed the beneficial owner of 1,668,976 shares of Common Stock that it holds. Mr. Peterson may be deemed the beneficial owner of 1,676,487 shares of Common Stock, including the 7,511 shares of Phantom Stock that he holds directly and he holds interest in MCF and TMG.

Remarks:
TMG and Mr. Peterson disclaim beneficial ownership except to the extent of their respective pecuniary interests therein of shares except the 7,511 shares Mr. Peterson directly owns, and this report shall not be deemed an admission of beneficial ownership of these securities for Section 16 or for any other purposes.
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.
Nelnet Inc. published this content on June 10, 2025, and is solely responsible for the information contained herein. Distributed via SEC EDGAR on June 10, 2025 at 23:02 UTC. If you believe the information included in the content is inaccurate or outdated and requires editing or removal, please contact us at support@pubt.io