Nebius Group (NBIS) director details initial Class A share holdings

Rhea-AI Filing Summary

Nebius Group N.V. director Boynton John Wilson IV filed an initial Form 3 reporting his holdings of the company’s Class A Shares. The filing lists direct ownership entries of 384,377 Class A Shares and a separate direct entry of 4,533 Class A Shares. It also reports 45,000 Class A Shares held in trusts for the benefit of his child; he is not a trustee of these trusts and expressly disclaims beneficial ownership of those shares.

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^*

Boynton John Wilson IV

(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
	Officer (give title below)		Other (specify below)

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	384,377	D
Class A Shares	4,533	D
Class A Shares	45,000	I(1)	Held in trust

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

Explanation of Responses:

1. Class A Shares held by trusts for the benefit of the reporting person's child, who is a member of his household. The reporting person is not a trustee of the trusts and disclaims beneficial ownership of such shares.

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/ John Boynton	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) director Boynton John Wilson IV report on this Form 3?

He reports his initial beneficial ownership of Nebius Group Class A Shares. The filing shows direct holdings of 384,377 shares, a separate direct position of 4,533 shares, and an additional 45,000 shares held in trusts for his child, which he disclaims beneficial ownership of.

Are there any buy or sell transactions in the Nebius Group (NBIS) Form 3?

No, this Form 3 does not report any buy or sell transactions. It is an initial ownership statement listing existing Class A Share positions, including direct holdings and shares held in trusts, rather than new purchases, sales, or option exercises.

How many Nebius Group (NBIS) Class A Shares does the director hold directly?

The Form 3 lists two direct Class A Share positions for the director. One entry shows 384,377 shares and another shows 4,533 shares, each reported as directly owned under separate line items in the filing’s ownership table.

What is the nature of the trust-held Nebius Group (NBIS) shares in this Form 3?

The filing reports 45,000 Class A Shares held by trusts for the benefit of the director’s child. It states he is not a trustee of these trusts and expressly disclaims beneficial ownership of the shares held in them.

Does the Nebius Group (NBIS) Form 3 indicate any derivative securities for the director?

No, the filing does not list any derivative securities such as options or warrants. The disclosure focuses solely on Class A Shares, with direct holdings and trust-held shares identified, and no remaining derivative positions reported in the derivative section.

Why is a Form 3 important for Nebius Group (NBIS) investors?

Form 3 provides a baseline of an insider’s ownership when they become a reporting person. For Nebius Group, it shows the director’s initial Class A Share holdings and clarifies which shares he directly owns versus those in trusts he disclaims beneficial ownership of.