04/01/2026 | Press release | Distributed by Public on 04/01/2026 16:23
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FORM 4
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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 |
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| 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) | ||
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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) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Phantom Stock | (1) | 03/30/2026 | C | 9,544 | (2) | (2) | Class A Common Stock | 9,544 | $ 0 | 0 (3)(4) | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
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Peterson Adam K 1601 DODGE STREET, SUITE 3300 OMAHA, NE 68102 |
See below | |||
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MAGNOLIA CAPITAL FUND, LP 1601 DODGE STREET, SUITE 3300 OMAHA, NE 68102 |
See remarks | |||
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MAGNOLIA GROUP, LLC 1601 DODGE STREET SUITE 3300 OMAHA, NE 68102 |
See remarks | |||
| /s/ Adam K. Peterson | 04/01/2026 | |
| **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 | 04/01/2026 | |
| **Signature of Reporting Person | Date | |
| /s/ Adam K. Peterson, managing member on behalf of The Magnolia Group, LLC | 04/01/2026 | |
| **Signature of Reporting Person | Date |
| * | 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) | 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. |
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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. |
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