Nebius Group (NBIS) COO Nave Ophir discloses options on 2M shares

Rhea-AI Filing Summary

Nebius Group N.V. director and COO Nave Ophir filed an initial ownership report showing his equity position in the company. He reports stock options covering 2,000,000 Class A Shares with an exercise price of $100.00 per share expiring on April 10, 2035. He also reports direct holdings of Class A Shares in two line items totaling several hundred thousand shares. Footnotes explain that these positions were granted under the company’s amended and restated equity incentive plan and generally vest in quarterly installments.

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^*

Nave Ophir

(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)

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

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	536,249(1)	D
Class A Shares	417,084	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(2)	03/31/2025	04/10/2035	Class A Shares	2,000,000	$100	D

Explanation of Responses:

1. Represents restricted share units ("RSUs") granted on October 1, 2024 under the Company's Amended and Restated Equity Incentive Plan, as amended on August 15, 2024. The RSUs vest in quarterly installments beginning on November 30, 2024. Each RSU represents a right to receive one Class A Share of Nebius upon vesting.

2. Options granted on April 10, 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 March 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/ Ophir Nave	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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 3: SEC 1473 (03-26)

FAQ

What does Nebius Group (NBIS) COO Nave Ophir report on this Form 3?

Nave Ophir reports his initial ownership in Nebius Group. The filing lists stock options over 2,000,000 Class A Shares at a $100.00 exercise price plus several hundred thousand directly held Class A Shares, establishing his disclosed equity stake as an officer and director.

How many Nebius Group NBIS shares are underlying Nave Ophir’s options?

The Form 3 shows stock options linked to 2,000,000 underlying Class A Shares. These options carry a $100.00 per share exercise price and expire on April 10, 2035, giving him long-dated equity exposure through the company’s incentive compensation structure.

What are the key terms of Nave Ophir’s Nebius stock options?

The options were granted on April 10, 2025 under Nebius’s amended and restated equity incentive plan. They have a $100.00 exercise price, expire on April 10, 2035, and vest in quarterly installments beginning March 31, 2025, aligning compensation with long-term performance.

Does this Nebius (NBIS) Form 3 show any recent insider buying or selling?

The Form 3 is an initial ownership statement and lists holdings rather than recent trades. All transactions are coded as holdings with unknown transaction direction, so it simply discloses existing positions without indicating open-market buying or selling activity.

What do the RSU footnotes mean in Nebius COO Nave Ophir’s filing?

One footnote describes RSUs granted on October 1, 2024 under Nebius’s equity incentive plan. These RSUs vest in quarterly installments starting November 30, 2024, with each RSU representing a right to receive one Class A Share of Nebius Group upon vesting.