Nebius Group (NBIS) general counsel details Class A share and RSU stakes

Rhea-AI Filing Summary

Nebius Group N.V. General Counsel Tal Boaz filed an initial ownership report on Class A Shares. The filing lists several directly held positions, including 33,750, 45,000 and 10,140 Class A Shares as of March 18, 2026, showing current equity exposure rather than new market transactions.

Footnotes explain that part of the position comes from restricted share units (RSUs) granted on January 31, 2025 and November 5, 2025 under the company’s Amended and Restated Equity Incentive Plan. These RSUs vest in quarterly installments beginning on March 31, 2025 and December 31, 2025, with each RSU delivering one Class A Share upon vesting.

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^*

Tal Boaz

(Last) (First) (Middle)

SCHIPHOL BOULEVARD 165

(Street)

SCHIPHOL 1118BG

(City) (State) (Zip)

NETHERLANDS

(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)
	General Counsel

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	33,750(1)	D
Class A Shares	45,000(2)	D
Class A Shares	10,140	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

Explanation of Responses:

1. Represents restricted share units ("RSUs") granted on January 31, 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 March 31, 2025. Each RSU represents a right to receive one Class A Share of Nebius upon vesting.

2. Represents restricted share units ("RSUs") granted on November 5, 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 December 31, 2025. Each RSU represents a right to receive one Class A Share of Nebius upon vesting.

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/ Boaz Tal	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 the Nebius Group (NBIS) Form 3 filed by Tal Boaz show?

The Form 3 shows initial ownership of Nebius Group Class A Shares by General Counsel Tal Boaz. It reports several directly held positions and explains that part of the stake comes from previously granted restricted share units vesting over time.

How many Nebius Group (NBIS) Class A Shares does Tal Boaz report?

Tal Boaz reports multiple direct Class A Share holdings, including positions of 33,750, 45,000 and 10,140 shares as of March 18, 2026. These entries reflect current beneficial ownership blocks rather than new purchases or sales in the market.

What RSU grants for Nebius Group (NBIS) does the filing describe?

The filing describes restricted share units granted on January 31, 2025 and November 5, 2025 under Nebius Group’s Amended and Restated Equity Incentive Plan. Each RSU converts into one Class A Share of Nebius when it vests, increasing share ownership over time.

How do the Nebius Group (NBIS) RSUs granted to Tal Boaz vest?

The RSUs granted to Tal Boaz vest quarterly. Awards from January 31, 2025 begin vesting on March 31, 2025, while those granted November 5, 2025 start vesting on December 31, 2025, gradually delivering Class A Shares as each installment vests.

Is the Nebius Group (NBIS) Form 3 a buy or sell transaction?

The Form 3 is an initial ownership report, not a clear buy or sell transaction. It records existing Class A Share holdings and RSU awards for Tal Boaz, providing a baseline of his equity position without indicating new market trades.