SEC FORM 4

SEC FORM 4 SEC 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

68102

(City)

(State)

(Zip)

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

3. Date of Earliest Transaction (Month/Day/Year)
06/09/2025

4. If Amendment, Date of 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

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, Par Value $0.01 per Share	06/09/2025		J⁽⁴⁾		231,024	D	$0	1,676,487⁽⁵⁾	D⁽¹⁾⁽²⁾⁽³⁾

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)

1. Name and Address of Reporting Person^*

Peterson Adam K

(Last)

(First)

(Middle)

1601 DODGE STREET, SUITE 3300

(Street)

OMAHA

68102

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

X	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

68102

(City)

(State)

(Zip)

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

68102

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

Explanation of Responses:

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.

	/s/ Adam K. Peterson	06/10/2025
	/s/ Adam K. Peterson on behalf of the Magnolia Capital Fund, LP by its General Partner, The Magnolia Group, LLC	06/10/2025
	/s/ Adam K. Peterson, managing member on behalf of The Magnolia Group, LLC	06/10/2025
	** 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).
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See below Peterson Adam K disposed of 231,024 shares (SEC Form 4)