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Almog Yael reported acquisition or exercise transactions in this Form 4 filing.
Nebius Group N.V. reported an equity award to its General Counsel, Almog Yael. On July 22, 2026, Yael received 7,793 restricted share units, each representing one Class A Share, at a reported price of $218.16 per share. The RSUs vest in quarterly installments beginning September 30, 2026.
Nebius Group N.V. discloses that NVIDIA Corporation holds beneficial ownership of 22,256,412 Class A ordinary shares, representing 9.3% of this class. NVIDIA’s position comprises 1,190,476 already-held Class A shares and 21,065,936 Class A shares issuable upon exercise of a pre-funded Class A ordinary share purchase warrant acquired on March 11, 2026.
NVIDIA is currently prohibited from exercising this warrant and from selling the underlying shares before September 11, 2026, but the warrant is treated as exercisable within 60 days of July 13, 2026, so those underlying shares are deemed beneficially owned. NVIDIA reports sole voting and dispositive power over all 22,256,412 shares and no shared power.
Nebius Group N.V. states that two indirect subsidiaries, Nebius Compute II, LLC and Nebius Compute II Oy, have entered into a senior secured term loan facility of approximately $775 million with a syndicate of lenders led by MUFG. The asset-backed facility is secured by substantially all of each borrower’s assets and the borrowers’ shares, and bears interest at Term SOFR (with a 0.00% floor) plus a 2.50% margin for a one-month interest period, maturing on October 31, 2030. Covenants include a debt service coverage ratio of 1.15:1.00 and a minimum liquidity requirement, with customary affirmative and negative covenants and events of default.
The company explains that the facility, its first senior secured debt financing, is primarily intended to finance and accelerate the global buildout of its full-stack AI cloud platform, backed by deployed GPU infrastructure and contracted cash flows from an investment-grade customer. Together with customer cash flows, the facility covers more than 100% of the capital expenditure for the underlying GPU infrastructure and is described as a framework for future asset-level financings on other long-term customer deployments. Nebius also notes that this information is incorporated by reference into its existing registration statements on Form F-3ASR and Form S-8.
Nebius Group N.V. director Boynton John Wilson IV reported open-market or private sales totaling 6,958 Class A Shares on July 15, 2026, across 11 non-derivative transactions. The shares were sold at weighted-average prices within multiple ranges between $187.74 and $202.59 per share, pursuant to a Rule 10b5-1 trading plan. Nebius is treated as a foreign private issuer, so these trades are exempt from Sections 16(b) and 16(c) of the Exchange Act.
Nebius Group N.V. established a new asset-backed financing structure through a Senior Facility Agreement entered into on July 10, 2026 by subsidiaries Nebius Compute II, LLC and Nebius Compute II Oy. The agreement provides a senior secured term loan facility with an aggregate principal amount of approximately $775 million, primarily to finance the buildout of Nebius’s AI cloud.
The loan bears interest at Term SOFR, with a 0.00% floor, plus a margin of 2.50% per annum for a one‑month interest period and matures on October 31, 2030. It may be voluntarily prepaid on ten business days’ notice without premium or penalty other than customary breakage costs. Obligations are secured, subject to exceptions, by substantially all assets of each borrower and the shares of the borrowers, and are subject to covenants including a debt service coverage ratio of 1.15:1.00 and a minimum liquidity requirement.
The facility is backed by deployed GPU infrastructure and contracted cash flows from an agreement with an investment‑grade customer and, together with those cash flows, covers more than 100% of the capital expenditure required to deploy the underlying GPU infrastructure. Nebius reports more than $40 billion of additional contracted revenue from investment‑grade customers such as Microsoft and Meta and indicates that the transaction, which was significantly oversubscribed, provides a framework for similar asset‑level financings on other long‑term customer deployments.
A holder of NBIS shares, identified as the John W. Boynton IV Trust of 2006, has filed notice of a proposed sale of up to 6,958 NBIS common shares through Morgan Stanley Smith Barney LLC’s Executive Financial Services on NASDAQ around July 15, 2026. These shares were acquired from the issuer on January 3, 2025 as Restricted Stock Units.
NBIS has 219,465,088 common shares outstanding; this is a baseline figure, not the amount being sold. Over the prior three months, the same trust sold 5,812 NBIS common shares on June 15, 2026 in transactions labeled “10b5-1 Sales,” generating gross proceeds of 1,472,093.29.
Nebius Group N.V. General Counsel Almog Yael filed an initial Form 3 reporting beneficial ownership in the company. The filing shows holdings of 0 Class A Shares as of the reported date, indicating the executive did not hold Nebius Group Class A equity at that time.
Nebius Group N.V. CEO and director Arkadiy Volozh reported an automatic sale of Class A Shares linked to restricted share unit vesting. On July 1, 2026, 46,627 Class A Shares were sold at $235.45 per share solely to cover estimated withholding taxes under pre-set instructions in a Restricted Share Unit Agreement. The filing notes this was not a discretionary trade by the reporting person. After the transaction, Volozh directly owned 821,662 Class A Shares.
Nebius Group N.V. Chief Technology Officer Danila Shtan reported an automatic sale of 16,937 Class A Shares at an average price of $235.45 per share. According to the footnote, the shares were sold upon vesting of restricted share units solely to cover estimated withholding taxes, under pre-set automatic sale instructions, and were not a discretionary trade. After this tax-related sale, Shtan directly holds 274,763 Class A Shares.
Nebius Group N.V. Chief Infrastructure Officer Andrey Korolenko reported an automatic sale of Class A Shares linked to restricted share unit vesting. He sold 33,871 shares on July 1, 2026 at an average price of $235.45 per share. According to the disclosure, the shares were sold solely to cover estimated withholding taxes under automatic sale instructions in the relevant Restricted Share Unit Agreement, meaning this was not a discretionary trade. After the transaction, Korolenko directly held 551,338 Class A Shares.