Nebius director's trust proposes sale of 50 shares

Three earlier sales by the trust are also reported as 10b5-1 transactions dated July 15, August 14 and September 15, 2026.

Rhea-AI Filing Summary

Nebius Group N.V. is named as issuer in a Form 144 notice for a proposed sale of 50 common shares for the account of the John W. Boynton IV Trust of 2006; John W. Boynton IV is identified as a director. The shares have an aggregate market value of $11,866.50, with an approximate sale date of September 29, 2026. Morgan Stanley Smith Barney LLC is listed as broker and NASDAQ as the exchange. The notice lists 238,400,165 shares outstanding and three prior 10b5-1 sales by the trust.

Key Figures

Proposed shares: 50 shares Aggregate market value: $11,866.50 Shares outstanding: 238,400,165 shares +3 more

6 metrics

Proposed shares 50 shares Proposed common-share sale; approximate sale date September 29, 2026

Aggregate market value $11,866.50 Proposed sale

Shares outstanding 238,400,165 shares As listed in the notice

Prior sale 6,364 shares; $1,338,720.86 September 15, 2026; reported as a 10b5-1 sale

Prior sale 5,296 shares; $1,435,142.39 August 14, 2026; reported as a 10b5-1 sale

Prior sale 6,958 shares; $1,370,766.01 July 15, 2026; reported as a 10b5-1 sale

Key Terms

10b5-1 Sales, Restricted Stock Units, Rule 144

3 terms

10b5-1 Sales regulatory

"10b5-1 Sales for THE JOHN W.BOYNTON IV TR OF 2006"

10b5-1 sales are pre-arranged stock-trading plans that let company insiders automatically buy or sell shares according to a fixed schedule or formula, even if they later learn confidential information. Think of it as setting up an automatic thermostat for trades: it creates a clear, documented path that can protect insiders from insider-trading accusations and gives investors a signal about predictable insider activity—though it can also simply be a way for insiders to diversify or raise cash.

Restricted Stock Units financial

"Restricted Stock Units | Issuer"

Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.

Rule 144 regulatory

"paragraph (a) of Rule 144"

Rule 144 is a U.S. securities regulation that sets conditions under which restricted or insider-held shares can be legally resold to the public, such as required holding periods, availability of public information, limits on how much can be sold at once, and certain filing requirements. For investors it matters because it determines when previously locked-up shares can enter the market — like a release valve that can increase supply, affect share price, and signal insider intent.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

How many NBIS shares does the John W. Boynton IV Trust of 2006 propose to sell?

The notice lists a proposed sale of 50 common shares, with an aggregate market value of $11,866.50 and an approximate sale date of September 29, 2026. Morgan Stanley Smith Barney LLC is listed as broker, and NASDAQ is listed as the exchange.

What prior NBIS sales does the notice report for the trust?

It reports three prior 10b5-1 sales: 6,364 shares on September 15, 2026, for $1,338,720.86; 5,296 shares on August 14, 2026, for $1,435,142.39; and 6,958 shares on July 15, 2026, for $1,370,766.01.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 09/29/2026 - 04:26 PM Accepted by SEC EDGAR 09/29/2026 - 04:26 PM Learn about SEC filing dates

Form 144 Filer Information	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 144 NOTICE OF PROPOSED SALE OF SECURITIES PURSUANT TO RULE 144 UNDER THE SECURITIES ACT OF 1933
FORM 144

144: Filer Information

Filer CIK	0002096831
Filer CCC	XXXXXXXX
Is this a LIVE or TEST Filing?	LIVE TEST
Submission Contact Information
Name
Phone
E-Mail Address

144: Issuer Information

Name of Issuer	Nebius Group N.V.
SEC File Number	001-35173
Address of Issuer	Schiphol Boulevard 165 Schiphol P7 NETHERLANDS 1118 BG
Phone	31202066970
Name of Person for Whose Account the Securities are To Be Sold	THE JOHN W BOYNTON IV TR OF 2006
See the definition of "person" in paragraph (a) of Rule 144. Information is to be given not only as to the person for whose account the securities are to be sold but also as to all other persons included in that definition. In addition, information shall be given as to sales by all persons whose sales are required by paragraph (e) of Rule 144 to be aggregated with sales for the account of the person filing this notice.
Relationship to Issuer	Director

144: Securities Information

Title of the Class of Securities To Be Sold	Name and Address of the Broker	Number of Shares or Other Units To Be Sold	Aggregate Market Value	Number of Shares or Other Units Outstanding	Approximate Date of Sale	Name the Securities Exchange
Common	Morgan Stanley Smith Barney LLC Executive Financial Services 1 New York Plaza 8th Floor New York NY 10004	50	11866.50	238400165	09/29/2026	NASDAQ

Furnish the following information with respect to the acquisition of the securities to be sold and with respect to the payment of all or any part of the purchase price or other consideration therefor:

144: Securities To Be Sold

Title of the Class	Date you Acquired	Nature of Acquisition Transaction	Name of Person from Whom Acquired	Is this a Gift?	Date Donor Acquired	Amount of Securities Acquired	Date of Payment	Nature of Payment *
Common	01/03/2025	Restricted Stock Units	Issuer			50	01/03/2025	N/A

* If the securities were purchased and full payment therefor was not made in cash at the time of purchase, explain in the table or in a note thereto the nature of the consideration given. If the consideration consisted of any note or other obligation, or if payment was made in installments describe the arrangement and state when the note or other obligation was discharged in full or the last installment paid.

Furnish the following information as to all securities of the issuer sold during the past 3 months by the person for whose account the securities are to be sold.

144: Securities Sold During The Past 3 Months

Name and Address of Seller	Title of Securities Sold	Date of Sale	Amount of Securities Sold	Gross Proceeds
10b5-1 Sales for THE JOHN W.BOYNTON IV TR OF 2006 Schiphol Boulevard 165 Schiphol P7 P7 1118 BG	Common	09/15/2026	6364	1338720.86
10b5-1 Sales for THE JOHN W.BOYNTON IV TR OF 2006 Schiphol Boulevard 165 Schiphol P7 P7 1118 BG	Common	08/14/2026	5296	1435142.39
10b5-1 Sales for THE JOHN W.BOYNTON IV TR OF 2006 Schiphol Boulevard 165 Schiphol P7 P7 1118 BG	Common	07/15/2026	6958	1370766.01

144: Remarks and Signature

Remarks
Date of Notice	09/29/2026
Date of Plan Adoption or Giving of Instruction, If Relying on Rule 10b5-1	03/06/2026
ATTENTION:
The person for whose account the securities to which this notice relates are to be sold hereby represents by signing this notice that he does not know any material adverse information in regard to the current and prospective operations of the Issuer of the securities to be sold which has not been publicly disclosed. If such person has adopted a written trading plan or given trading instructions to satisfy Rule 10b5-1 under the Exchange Act, by signing the form and indicating the date that the plan was adopted or the instruction given, that person makes such representation as of the plan adoption or instruction date.
Signature	/s/ John W Boyton
ATTENTION: Intentional misstatements or omission of facts constitute Federal Criminal Violations (See 18 U.S.C. 1001)