Nebius Group (NBIS) Form 144 Discloses Insider Sales and Awarded Shares

Rhea-AI Filing Summary

Nebius Group N.V. (NBIS) Form 144 shows a proposed sale of 38,099 Class A ordinary shares through Citigroup Global Markets on 10/01/2025 with an aggregate market value of $4,210,651.95. The filing lists the shares were acquired on 10/01/2025 as AWARDS RSP 2024 from Nebius Group N V and the consideration was compensation. The filing also discloses multiple securities sales by Arkadiy Volozh during July–September 2025 totaling several million shares and proceeds, including one sale of 2,048,975 shares on 09/11/2025 with gross proceeds of $187,943,882.91. The notice contains the standard representation that the seller is not aware of undisclosed material adverse information.

Positive

• Planned sale routed through a major broker (Citigroup Global Markets), indicating standard execution channels
• Securities acquired as compensation (AWARDS RSP 2024), showing the origin of the shares to be sold is disclosed

Negative

• Multiple large insider sales disclosed in July–September 2025, including a 2,048,975-share sale with gross proceeds of $187,943,882.91, which may increase available float
• Filing lacks details on any trading plan adoption date (Rule 10b5-1 information not shown), which could raise governance questions for some investors

Insights

Securities Analyst

TL;DR: Form 144 notifies a planned sale of 38,099 shares and discloses significant prior insider sales totaling large proceeds.

The filing records a proposed brokered sale of 38,099 Class A ordinary shares via Citigroup on 10/01/2025 for $4.21 million and confirms these shares were acquired the same day as AWARDS RSP 2024 paid as compensation. For investors, the most material detail is the concurrent disclosure of multiple large disposals by Arkadiy Volozh in July–September 2025, including a 2,048,975-share sale generating $187.94 million. Those prior transactions are sizable and relevant when assessing insider liquidity and potential share supply into the market. The filing is procedural but contains material transaction history that investors and compliance teams will note.

Corporate Governance Expert

TL;DR: The notice documents an insider compensation issuance and subsequent planned sale, plus multiple prior large insider sales.

The form shows the securities to be sold were awarded under a 2024 plan and paid as compensation, which is a common source of shares entering the market. The repeated large-volume sales by a named individual during the same reporting window may prompt governance and disclosure review to ensure trading plans, blackout compliance, and Rule 10b5-1 coverage are documented. The filing includes the standard attestations required on Form 144 but does not provide a trading-plan adoption date or additional governance details.

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

144: Issuer Information

Name of Issuer

SEC File Number

Address of Issuer

Phone

Name of Person for Whose Account the Securities are To Be Sold

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

Relationship to Issuer

Relationship to Issuer

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
CLASS A ORDINARY SHARES	CITIGROUP GLOBAL MARKETS 390 GREENWICH ST NEW YORK NY 10013	38099	4210651.95	203006418	10/01/2025	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 *
CLASS A ORDINARY SHARES	10/01/2025	AWARDS RSP 2024	NEBIUS GROUP N V			75000	10/01/2025	COMPENSATION

* 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
VOLOZH ARKADIY SCHIPHOL BOULEVARD 165 SCHIPHOL P7 1118 BG	ORDINARY SHARES	09/11/2025	2048975	187943882.91
VOLOZH ARKADIY SCHIPHOL BOULEVARD 165 SCHIHOL P7 1118 BG	ORDINARY SHARES	07/02/2025	36241	1848606.00
VOLOZH ARKADIY SCHIPHOL BOULEVARD SCHIHOL P7 1118 BG	ORDINARY SHARES	07/01/2025	38759	2075412.00
VOLOZH ARKADIY SCHIPHOL BOULEVARD 165 SCHIPHOL P7 1118BG	ORDINARY SHARES	09/12/2025	33681	190998513.84

144: Remarks and Signature

Remarks

Date of Notice

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

ATTENTION: Intentional misstatements or omission of facts constitute Federal Criminal Violations (See 18 U.S.C. 1001)

FAQ

What does Nebius Group N.V. (NBIS) Form 144 report?

The form reports a proposed sale of 38,099 Class A ordinary shares through Citigroup on 10/01/2025 valued at $4,210,651.95.

Who acquired the shares that are proposed for sale?

The shares were acquired on 10/01/2025 as an AWARDS RSP 2024 grant from Nebius Group N V and the payment type is listed as compensation.

Does the filing disclose prior insider sales for NBIS?

Yes. The filing lists multiple sales by Arkadiy Volozh in July–September 2025, including a sale of 2,048,975 shares on 09/11/2025 for $187,943,882.91.

What broker will execute the proposed sale?

The planned sale is to be executed by Citigroup Global Markets, located at 390 Greenwich St, New York, NY.

Does the Form 144 include any representations about undisclosed information?

Yes. The signer represents they do not know of any material adverse information about the issuer that has not been publicly disclosed.