[Form 3] Nebius Group N.V. Initial Statement of Beneficial Ownership

Rhea-AI Filing Summary

Nebius Group N.V. CEO and director Arkadiy Volozh has filed an initial Form 3 detailing his equity stake. He holds 825,000 Class A Shares directly and 76,647 restricted share units that vest quarterly beginning on January 2, 2025, each convertible into one Class A Share. He is also associated with 28,655,509 Class B Shares held indirectly through a trust structure.

Insights

Equity ownership analyst

Form 3 shows baseline Nebius insider stake, no trading.

This Form 3 establishes CEO Arkadiy Volozh’s starting ownership in Nebius Group N.V., including direct Class A Shares, time-vested RSUs, and a large indirect Class B position held via a trust. There are no buy or sell transactions disclosed.

The 76,647 RSUs vest in quarterly installments beginning on January 2, 2025, supporting ongoing equity-based compensation. The 28,655,509 Class B Shares are held by Highvern Cayman Limited as trustee of the LASTAR Trust, indicating significant voting or economic exposure is concentrated through this vehicle.

Insider Trade Summary

3 transactions reported

Mixed 3 txns

Insider Volozh Arkadiy

Role CEO

Type	Security	Shares	Price	Value
holding	Class A Shares	--	--	--
holding	Class A Shares	--	--	--
holding	Class B Shares	--	--	--

Holdings After Transaction: Class A Shares — 825,000 shares (Direct); Class B Shares — 28,655,509 shares (Indirect, By Trust)

Footnotes (1)

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 January 2, 2025. Each RSU represents a right to receive one Class A Share of Nebius upon vesting. Class B Shares held by Highvern Cayman Limited, as Trustee of the LASTAR Trust, the beneficiaries of which include Mr. Volozh or members of his family.

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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

OMB APPROVAL

OMB Number:			3235-0104
Estimated average burden
hours per response:			0.5

1. Name and Address of Reporting Person^*

Volozh Arkadiy

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

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	825,000(1)	D
Class A Shares	76,647	D
Class B Shares	28,655,509	I(2)	By 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. 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 January 2, 2025. Each RSU represents a right to receive one Class A Share of Nebius upon vesting.

2. Class B Shares held by Highvern Cayman Limited, as Trustee of the LASTAR Trust, the beneficiaries of which include Mr. Volozh or members of his family.

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/ Arkady Volozh	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)