SEC FORM 4

SEC FORM 4SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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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 for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Peterson Adam K

(Last)

(First)

(Middle)

1601 DODGE STREET, SUITE 3300

(Street)

OMAHA

NEBRASKA

68102

(City)

(State)

(Zip)

UNITED STATES

(Country)

2. Issuer Name and Ticker or Trading Symbol
NELNET INC [ NNI ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director		10% Owner
Officer (give title below)	X	Other (specify below)
		See below

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
03/30/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock	03/30/2026		M		9,544	A	$0.00	1,678,520	D

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 Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Phantom Stock	⁽¹⁾	03/30/2026		C		9,544		⁽²⁾	⁽²⁾	Class A Common Stock	9,544	$0.00	0⁽³⁾⁽⁴⁾	D

1. Name and Address of Reporting Person^*

Peterson Adam K

(Last)

(First)

(Middle)

1601 DODGE STREET, SUITE 3300

(Street)

OMAHA

NEBRASKA

68102

(City)

(State)

(Zip)

UNITED STATES

(Country)

Relationship of Reporting Person(s) to Issuer

Director		10% Owner
Officer (give title below)	X	Other (specify below)
		See below

1. Name and Address of Reporting Person^*

MAGNOLIA CAPITAL FUND, LP

(Last)

(First)

(Middle)

1601 DODGE STREET, SUITE 3300

(Street)

OMAHA

NEBRASKA

68102

(City)

(State)

(Zip)

UNITED STATES

(Country)

Relationship of Reporting Person(s) to Issuer

Director		10% Owner
Officer (give title below)	X	Other (specify below)
		See remarks

1. Name and Address of Reporting Person^*

MAGNOLIA GROUP, LLC

(Last)

(First)

(Middle)

1601 DODGE STREET

SUITE 3300

(Street)

OMAHA

NEBRASKA

68102

(City)

(State)

(Zip)

UNITED STATES

(Country)

Relationship of Reporting Person(s) to Issuer

Director		10% Owner
Officer (give title below)	X	Other (specify below)
		See remarks

Explanation of Responses:

1. 1-for-1.

2. The shares of phantom stock were granted pursuant to the issuer's Directors Stock Compensation Plan. On March 23, 2026, Adam Peterson notified Nelnet, Inc. of his resignation from the Board of Directors effective immediately. The phantom shares became payable in shares of Class A Common Stock at that time.

3. 1,668,976 of the reported shares are directly owned by Magnolia Capital Fund, LP, of which The Magnolia Group, LLC ("TMG") is the general partner and investment manager. Adam K. Peterson ("Mr. Peterson") is the managing member of TMG. TMG and Mr. Peterson could both be deemed to share indirect beneficial ownership of 1,668,976 shares of Common Stock of Nelnet Inc held by Magnolia Capital Fund, LP. Mr. Peterson holds directly 9,544 shares of Class A Common Stock for his own account.

4. Includes a total of 23 shares acquired on September 16, 2025, 24 shares acquired on December 15, 2025, and 25 shares acquired on March 13, 2026 pursuant to the dividend reinvestment feature of the issuers Directors Stock Compensation Plan.

Remarks:

TMG and Mr. Peterson disclaim beneficial ownership except to the extent of their respective pecuniary interests therein of shares except the 9,544 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.

	/s/ Adam K. Peterson	04/01/2026
	/s/ Adam K. Peterson on behalf of the Magnolia Capital Fund, LP by its General Partner, The Magnolia Group, LLC	04/01/2026
	/s/ Adam K. Peterson, managing member on behalf of The Magnolia Group, LLC	04/01/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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 Number.
* Form 4: SEC 1474 (03-26)