Nebius Group: Nave lists $121M in shares for sale

The notice says the shares came from restricted stock units vested between November 30, 2024, and August 31, 2026, and represented approximately 17 percent of granted equity.

Rhea-AI Filing Summary

Nebius Group N.V. (NBIS) is named in a Rule 144 notice by director and officer Ophir Nave covering 500,000 common shares for sale, with an aggregate market value of $121,405,000. The notice lists Morgan Stanley Smith Barney LLC as the broker, October 5, 2026, as the approximate sale date, and NASDAQ as the exchange. The shares are identified as restricted stock units acquired upon vesting between November 30, 2024, and August 31, 2026. The remarks state that the reported sales were effected under a Rule 10b5-1 trading plan and that no further sales will be made under the plan.

Key Figures

Common shares listed for sale: 500,000 shares Aggregate market value: $121,405,000 Approximate sale date: October 5, 2026 +2 more

5 metrics

Common shares listed for sale 500,000 shares Rule 144 notice

Aggregate market value $121,405,000 Shares listed for sale

Approximate sale date October 5, 2026 Date listed in the notice

Rule 10b5-1 plan adoption date May 22, 2026 Plan identified in the remarks

Granted equity represented Approximately 17% Settled restricted share units described in the remarks

Key Terms

Rule 144, restricted stock units, Rule 10b5-1 trading plan

3 terms

Rule 144 regulatory

"A Rule 144 notice by director and officer Ophir Nave"

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.

restricted stock units financial

"acquired upon vesting between November 30, 2024, and August 31, 2026"

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 10b5-1 trading plan regulatory

"reported sales were effected under a Rule 10b5-1 trading plan"

A Rule 10b5-1 trading plan is a pre-arranged schedule that allows company insiders to buy or sell stock at specific times, even if they have inside information. It helps prevent accusations of unfair trading by making these transactions look planned and transparent, rather than sneaky or illegal.

FAQ

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

How many NBIS shares did Ophir Nave report for sale?

The notice lists 500,000 common shares for sale, with an aggregate market value of $121,405,000.

Was Ophir Nave's NBIS share sale made under a Rule 10b5-1 plan?

Yes. The remarks state that the reported sales were effected pursuant to a Rule 10b5-1 trading plan adopted on May 22, 2026, and that no further sales will be made under that plan.

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

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Available on EDGAR 10/05/2026 - 04:45 PM Accepted by SEC EDGAR 10/05/2026 - 04:44 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	0002060551
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	Burgerweeshuispad 101 Amsterdam NETHERLANDS 1076 ER
Phone	31202066970
Name of Person for Whose Account the Securities are To Be Sold	OPHIR NAVE
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
Relationship to Issuer	Officer

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	500000	121405000.00	238400165	10/05/2026	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	11/30/2024	Restricted Stock Units	Issuer			500000	11/30/2024	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

Nothing to Report

144: Remarks and Signature

Remarks	The securities to be sold were acquired upon the vesting of restricted stock units during the period of 11/30/2024 through 08/31/2026. The sales reported were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on May 22, 2026. The shares sold represent settled restricted share units constituting approximately 17 percent of the Reporting Persons granted equity in the Company. No further sales will be made under such trading plan.
Date of Notice	10/05/2026
Date of Plan Adoption or Giving of Instruction, If Relying on Rule 10b5-1	05/22/2026
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/ Ophir Nave
ATTENTION: Intentional misstatements or omission of facts constitute Federal Criminal Violations (See 18 U.S.C. 1001)