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Nebius Group (NBIS) director sells 5,812 shares under 10b5-1 plan

Filing Impact
(Neutral)
Filing Sentiment
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Form Type
4/A

Rhea-AI Filing Summary

Nebius Group N.V. director Boynton John Wilson IV reported selling 5,812 Class A Shares on June 15, 2026 in ten open-market or private transactions at reported prices ranging from $246.17 to $262.09 per share, with several blocks priced on a weighted-average basis. The sales were made pursuant to a Rule 10b5-1 trading plan. Nebius states that, as a foreign private issuer under Rule 3a12-3(b), these transactions are exempt from Sections 16(b) and 16(c) of the Exchange Act, and the amendment corrects the number of securities beneficially owned following the trades.

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Insider Boynton John Wilson IV
Role Director
Sold 5,812 shs ($1.47M)
Type Security Shares Price Value
Sale Class A Shares 100 $246.17 $25K
Sale Class A Shares F1 200 $248.73 $50K
Sale Class A Shares F2 3,206 $250.08 $802K
Sale Class A Shares F3 200 $251.89 $50K
Sale Class A Shares F4 200 $253.58 $51K
Sale Class A Shares 200 $255.03 $51K
Sale Class A Shares 100 $257.54 $26K
Sale Class A Shares F5 606 $259.45 $157K
Sale Class A Shares F6 900 $260.76 $235K
Sale Class A Shares 100 $262.09 $26K
Holdings After Transaction: Class A Shares — 428,098 shares (Direct)
Footnotes (6)
  1. F1. Reflects the weighted average sale price on June 15, 2026. The shares were sold in multiple transactions at prices ranging from $248.26 to $249.20, inclusive. The reporting person undertakes to provide Nebius Group N.V., any shareholder of Nebius Group N.V., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within such range.
  2. F2. Reflects the weighted average sale price on June 15, 2026. The shares were sold in multiple transactions at prices ranging from $250.00 to $250.97, inclusive. The reporting person undertakes to provide Nebius Group N.V., any shareholder of Nebius Group N.V., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within such range.
  3. F3. Reflects the weighted average sale price on June 15, 2026. The shares were sold in multiple transactions at prices ranging from $251.59 to $252.19, inclusive. The reporting person undertakes to provide Nebius Group N.V., any shareholder of Nebius Group N.V., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within such range.
  4. F4. Reflects the weighted average sale price on June 15, 2026. The shares were sold in multiple transactions at prices ranging from?$253.37 to $253.78,?inclusive. The reporting person undertakes to provide Nebius Group N.V., any shareholder?of Nebius Group N.V., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within such range.
  5. F5. Reflects the weighted average sale price on June 15, 2026. The shares were sold in multiple transactions at prices ranging from $259.12 to $259.97, inclusive. The reporting person undertakes to provide Nebius Group N.V., any shareholder of Nebius Group N.V., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within such range.
  6. F6. Reflects the weighted average sale price on June 15, 2026. The shares were sold in multiple transactions at prices ranging from $260.25 to $261.23, inclusive. The reporting person undertakes to provide Nebius Group N.V., any shareholder of Nebius Group N.V., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within such range.
Shares sold 5,812 Class A Shares Total non-derivative Class A Shares sold on June 15, 2026
Lowest reported sale price $246.1700 per share Price for a 100-share sale of Class A Shares on June 15, 2026
Highest reported sale price $262.0900 per share Price for a 100-share sale of Class A Shares on June 15, 2026
Number of sale transactions 10 Non-derivative sales of Class A Shares reported for June 15, 2026
Footnote F1 price range $248.26 to $249.20 per share Range for trades whose weighted average sale price is reported in transaction footnote F1
foreign private issuer regulatory
"Due to the issuer's status as a foreign private issuer pursuant to Rule 3a12-3(b)"
A foreign private issuer is a company organized outside the United States that meets tests showing it is primarily foreign-controlled and therefore qualifies for a different set of U.S. reporting rules. For investors, that means the company files less frequent or differently formatted disclosures with U.S. regulators and may follow home-country accounting and governance practices, so buying its stock is like dining at a well-reviewed restaurant that follows its home kitchen’s rules instead of the local menu — you get access but should check what standards apply.
Rule 3a12-3(b) regulatory
"status as a foreign private issuer pursuant to Rule 3a12-3(b) under the Act"
Sections 16(b) and 16(c) regulatory
"equity securities are exempt from Sections 16(b) and 16(c) of the Act"
weighted average sale price financial
"Reflects the weighted average sale price on June 15, 2026"

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FAQ

How many Nebius Group (NBIS) shares did director John Wilson sell on June 15, 2026?
Director Boynton John Wilson IV sold 5,812 Nebius Group Class A Shares on June 15, 2026. The filing reports ten separate non-derivative sale transactions in the company’s Class A Shares, all executed on that date.

At what prices were the Nebius Group (NBIS) shares sold in this Form 4/A?
The reported sales occurred at per-share prices ranging from $246.17 to $262.09. Several transaction lines use weighted average sale prices, with underlying trades executed within narrower price ranges disclosed in the footnotes.

Were the Nebius Group (NBIS) insider sales made under a Rule 10b5-1 plan?
Yes. The Form 4/A indicates the transactions were effected under a Rule 10b5-1 trading plan. Such pre-arranged plans allow insiders to schedule trades in advance, reducing the significance of trade timing as a signal of new information.

Why was this Nebius Group (NBIS) Form 4/A filed as an amendment?
The amendment states it was filed solely to correct the number of securities beneficially owned following the reported transactions. The originally filed Form 4 was dated June 15, 2026, and this Form 4/A revises that ownership detail.

Are Nebius Group (NBIS) insider transactions subject to Sections 16(b) and 16(c)?
Nebius Group states that, due to its status as a foreign private issuer under Rule 3a12-3(b), the reporting person’s transactions in its equity securities are exempt from Sections 16(b) and 16(c) of the Exchange Act.

What do the weighted average price footnotes mean in the Nebius Group (NBIS) Form 4/A?
Footnotes explain that some reported prices reflect a weighted average sale price for multiple trades within stated ranges. The reporting person undertakes to provide full details of the number of shares sold at each separate price in those ranges upon request.
SEC Form 4
FORM 4UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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:3235-0287
Estimated average burden
hours per response:0.5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
X
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
Boynton John Wilson IV
(Last)(First)(Middle)
SCHIPHOL BOULEVARD 165
(Street)
SCHIPHOL1118BG
(City)(State)(Zip)
NETHERLANDS
(Country)		2. Issuer Name and Ticker or Trading Symbol
Nebius Group N.V. [ NBIS ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
XDirector10% Owner
Officer (give title below)Other (specify below)
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
06/15/2026		6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)
06/15/2026
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year)2A. Deemed Execution Date, if any (Month/Day/Year)3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeVAmount(A) or (D)Price
Class A Shares06/15/2026S100D$246.17433,810D
Class A Shares06/15/2026S200(1)D$248.73433,610D
Class A Shares06/15/2026S3,206(2)D$250.08430,404D
Class A Shares06/15/2026S200(3)D$251.89430,204D
Class A Shares06/15/2026S200(4)D$253.58430,004D
Class A Shares06/15/2026S200D$255.03429,804D
Class A Shares06/15/2026S100D$257.54429,704D
Class A Shares06/15/2026S606(5)D$259.45429,098D
Class A Shares06/15/2026S900(6)D$260.76428,198D
Class A Shares06/15/2026S100D$262.09428,098D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year)3A. Deemed Execution Date, if any (Month/Day/Year)4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year)7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Explanation of Responses:
1. Reflects the weighted average sale price on June 15, 2026. The shares were sold in multiple transactions at prices ranging from $248.26 to $249.20, inclusive. The reporting person undertakes to provide Nebius Group N.V., any shareholder of Nebius Group N.V., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within such range.
2. Reflects the weighted average sale price on June 15, 2026. The shares were sold in multiple transactions at prices ranging from $250.00 to $250.97, inclusive. The reporting person undertakes to provide Nebius Group N.V., any shareholder of Nebius Group N.V., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within such range.
3. Reflects the weighted average sale price on June 15, 2026. The shares were sold in multiple transactions at prices ranging from $251.59 to $252.19, inclusive. The reporting person undertakes to provide Nebius Group N.V., any shareholder of Nebius Group N.V., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within such range.
4. Reflects the weighted average sale price on June 15, 2026. The shares were sold in multiple transactions at prices ranging from?$253.37 to $253.78,?inclusive. The reporting person undertakes to provide Nebius Group N.V., any shareholder?of Nebius Group N.V., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within such range.
5. Reflects the weighted average sale price on June 15, 2026. The shares were sold in multiple transactions at prices ranging from $259.12 to $259.97, inclusive. The reporting person undertakes to provide Nebius Group N.V., any shareholder of Nebius Group N.V., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within such range.
6. Reflects the weighted average sale price on June 15, 2026. The shares were sold in multiple transactions at prices ranging from $260.25 to $261.23, inclusive. The reporting person undertakes to provide Nebius Group N.V., any shareholder of Nebius Group N.V., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within such range.
Remarks:
Exhibit 24 - Power of Attorney 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. This filing amends the Form 4 originally filed on June 15, 2026 solely to correct the number of securities beneficially owned following the reported transactions.
/s/ Anna Akimova, attorney-in-fact for Mr. Boynton08/05/2026
** Signature of Reporting PersonDate
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 4 (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 4: SEC 1474 (03-26)

Source: View Original Filing on SEC EDGAR