Nebius (NBIS) CRO discloses stock options and Class A share holdings

Rhea-AI Filing Summary

Nebius Group N.V. Chief Revenue Officer Marc Boroditsky filed an initial ownership report showing equity awards and direct holdings in the company. He holds stock options over 350,000 Class A Shares with an exercise price of $40 per share, expiring on June 1, 2035, vesting in quarterly installments beginning on May 31, 2025. He also reports direct ownership of 25,000 and 21,662 Class A Shares. In addition, he has restricted share units granted on June 1, 2025 that vest quarterly starting September 1, 2025, each RSU delivering one Class A Share upon vesting. The filing reports holdings only and does not show any new purchases or sales.

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

Boroditsky Marc

(Last) (First) (Middle)

SCHIPHOL BOULEVARD 165

(Street)

SCHIPHOL 1118BG

(City) (State) (Zip)

UNITED STATES

(Country)

2. Date of Event Requiring Statement (Month/Day/Year)
03/18/2026

3. Issuer Name and Ticker or Trading Symbol
Nebius Group N.V. [ NBIS ]

3a. Foreign Trading Symbol

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

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Revenue Officer

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Class A Shares	25,000(1)	D
Class A Shares	21,662	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Stock Options	05/31/2026	06/01/2035	Class A Shares	350,000(2)	$40	D

Explanation of Responses:

1. Represents restricted share units ("RSUs") granted on June 1, 2025 under the Company's Amended and Restated Equity Incentive Plan, as amended on August 15, 2024. The RSUs vest in quarterly installments beginning on September 1, 2025. Each RSU represents a right to receive one Class A Share of Nebius upon vesting.

2. Options granted on June 1, 2025 under the Company's Amended and Restated Equity Incentive Plan, as amended on August 15, 2024. The options vest in quarterly installments beginning on May 31, 2025.

Remarks:

Due to the issuer's status as a foreign private issuer pursuant to Rule 3a12-3(b) under the Act, the reporting person's transactions in the issuer's equity securities are exempt from Sections 16(b) and 16(c) of the Act.

	/s/ Marc Boroditsky	03/18/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (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).
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* Form 3: SEC 1473 (03-26)

FAQ

What does Nebius (NBIS) Chief Revenue Officer Marc Boroditsky report on this Form 3?

Marc Boroditsky reports his initial equity holdings in Nebius Group N.V., including stock options, Class A Shares, and restricted share units. This Form 3 simply discloses existing positions as an insider, with no new purchase or sale activity reported.

How many Nebius (NBIS) stock options does Marc Boroditsky hold and at what price?

He holds stock options tied to 350,000 Class A Shares with an exercise price of $40 per share. These options were granted under the company’s equity incentive plan and vest in quarterly installments beginning on May 31, 2025, expiring on June 1, 2035.

What direct Class A Share holdings does Marc Boroditsky report in Nebius (NBIS)?

He reports direct ownership of 25,000 and 21,662 Class A Shares of Nebius Group N.V. These figures represent his reported post-transaction holdings as of the Form 3 date and are classified as directly owned, with no indication of indirect entities involved.

What are the terms of Marc Boroditsky’s restricted share units in Nebius (NBIS)?

The restricted share units were granted on June 1, 2025 under Nebius’s Amended and Restated Equity Incentive Plan. They vest in quarterly installments beginning on September 1, 2025, and each RSU converts into one Class A Share of Nebius upon vesting.

Does this Nebius (NBIS) Form 3 show any insider buying or selling by Marc Boroditsky?

No, the Form 3 does not show insider buying or selling. It is an initial ownership filing that lists Boroditsky’s existing stock options, Class A Share holdings, and restricted share units without recording any new purchase or sale transactions.

What is the expiration date of Marc Boroditsky’s Nebius (NBIS) stock options?

His stock options expire on June 1, 2035, according to the filing. These options vest in quarterly installments starting May 31, 2025, allowing him to acquire Class A Shares at an exercise price of $40 per share before expiration.