Ownership Submission

FORM 4

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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3235-0287

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

HEIMES TERRY J

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
__X__ Officer (give title below)	_____ Other (specify below)
Chief Operating Officer

(Last)

(First)

(Middle)

121 SOUTH 13TH STREET, SUITE 100

3. Date of Earliest Transaction (Month/Day/Year)
03/28/2024

(Street)

LINCOLN, NE 68508

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

6. Individual or Joint/Group Filing (Check Applicable Line)
_X_ Form filed by One Reporting Person
___ 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)
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	03/28/2024		G⁽¹⁾		4,840	D	$ 0	0 ⁽²⁾	I	By GRAT
Class A Common Stock	03/28/2024		G⁽¹⁾		1,210	A	$ 0	6,210 ⁽³⁾	I	By trust
Class A Common Stock	03/28/2024		G⁽¹⁾		1,210	A	$ 0	6,210 ⁽⁴⁾	I	By trust
Class A Common Stock	03/28/2024		G⁽¹⁾		1,210	A	$ 0	6,210 ⁽⁵⁾	I	By trust
Class A Common Stock	03/28/2024		G⁽¹⁾		1,210	A	$ 0	6,210 ⁽⁶⁾	I	By trust
Class A Common Stock	03/28/2024		G⁽⁷⁾		4,840	D	$ 0	0 ⁽⁸⁾	I	By GRAT
Class A Common Stock	03/28/2024		G⁽⁷⁾		1,210	A	$ 0	7,420 ⁽³⁾	I	By trust
Class A Common Stock	03/28/2024		G⁽⁷⁾		1,210	A	$ 0	7,420 ⁽⁴⁾	I	By trust
Class A Common Stock	03/28/2024		G⁽⁷⁾		1,210	A	$ 0	7,420 ⁽⁵⁾	I	By trust
Class A Common Stock	03/28/2024		G⁽⁷⁾		1,210	A	$ 0	7,420 ⁽⁶⁾	I	By trust
Class A Common Stock								27,694 ⁽²⁾	D
Class A Common Stock								5,247 ⁽⁸⁾	I	By spouse
Class A Common Stock								130,329 ⁽⁹⁾	I	By revocable trust
Class A Common Stock								50,000 ⁽¹⁰⁾	I	By revocable trust

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

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
HEIMES TERRY J 121 SOUTH 13TH STREET SUITE 100 LINCOLN, NE 68508			Chief Operating Officer

Signatures

/s/ Audra Hoffschneider, Attorney-in-Fact for Terry J. Heimes		04/01/2024
^**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)	Represents the transfer of shares upon the termination of a grantor retained annuity trust ("GRAT") established by the reporting person on March 11, 2020 (the "Reporting Person GRAT"). The shares were transferred to the trusts described in footnotes (3) through (6) below.
(2)	The number of shares reflects an annuity distribution from the Reporting Person GRAT to the reporting person of 1,630 shares on March 15, 2024.
(3)	Shares held by a trust for the benefit of a son of the reporting person. The reporting person continues to report beneficial ownership of all the shares held by the trust, but disclaims beneficial ownership of the shares held by the trust except to the extent of his pecuniary interest therein.
(4)	Shares held by a trust for the benefit of another son of the reporting person. The reporting person continues to report beneficial ownership of all the shares held by the trust, but disclaims beneficial ownership of the shares held by the trust except to the extent of his pecuniary interest therein.
(5)	Shares held by a trust for the benefit of another son of the reporting person. The reporting person continues to report beneficial ownership of all the shares held by the trust, but disclaims beneficial ownership of the shares held by the trust except to the extent of his pecuniary interest therein.
(6)	Shares held by a trust for the benefit of the daughter of the reporting person. The reporting person continues to report beneficial ownership of all the shares held by the trust, but disclaims beneficial ownership of the shares held by the trust except to the extent of his pecuniary interest therein.
(7)	Represents the transfer of shares upon the termination of a GRAT established by the reporting person's spouse on March 11, 2020 (the "Spouse GRAT"). The shares were transferred to the trusts described in footnotes (3) through (6) above.
(8)	The number of shares reflects an annuity distribution from the Spouse GRAT to the reporting person's spouse of 1,630 shares on March 15, 2024.
(9)	Shares held by a revocable trust established by the reporting person, of which trust the reporting person is the sole trustee and sole lifetime beneficiary.
(10)	Shares held by a revocable trust established by the reporting person's spouse, of which trust the reporting person's spouse is the sole trustee and sole lifetime beneficiary.

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.