Nebius Group (NBIS) counsel sells 5,100 shares via Rule 10b5-1 plan

Rhea-AI Filing Summary

Nebius Group N.V. General Counsel Tal Boaz reported open-market sales of company stock. On May 20, 2026, Boaz sold a total of 5,100 Class A Shares of Nebius Group at prices between approximately $199 and $200 per share. The filing notes these sales were executed under a pre-arranged Rule 10b5-1 trading plan, indicating they were scheduled in advance rather than timed discretionarily, and Boaz continues to hold a direct equity stake in the company after the transactions.

Insider Trade Summary 10b5-1

Net Seller: 5,100 shares ($1,016,905)

Net Sell 3 txns

Insider Tal Boaz

Role General Counsel

Sold 5,100 shs ($1.02M)

Type	Security	Shares	Price	Value
Sale	Class A Shares	2,600	$199.00	$517K
Sale	Class A Shares	2,000	$200.00	$400K
Sale	Class A Shares	500	$199.0092	$100K

Holdings After Transaction: Class A Shares — 83,254 shares (Direct, null)

Footnotes (1)

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Key Figures

Total shares sold: 5,100 shares First sale price: $199.0092 per share Second sale price: $200.0000 per share +3 more

6 metrics

Total shares sold 5,100 shares Aggregate Class A Shares sold on May 20, 2026

First sale price $199.0092 per share 500 Class A Shares open-market sale

Second sale price $200.0000 per share 2,000 Class A Shares open-market sale

Third sale price $199.0000 per share 2,600 Class A Shares open-market sale

Net buy/sell direction Net sale of 5,100 shares Transaction summary across three Form 4 entries

Rule 10b5-1 plan adoption date February 18, 2026 Date Tal Boaz adopted trading plan for these sales

Key Terms

Form 4, Rule 10b5-1 trading plan, open-market sale, Class A Shares, +1 more

5 terms

Form 4 regulatory

"The sales reported on this Form 4 were made pursuant to a Rule 10b5-1 trading plan"

Form 4 is a official document that company insiders, such as executives or major shareholders, file with regulators whenever they buy or sell company shares. It provides transparency about how those with inside knowledge are trading, helping investors see if insiders are confident in the company's prospects or may be selling for personal reasons. This information can influence investor decisions by revealing insiders' perspectives on the company's value.

Rule 10b5-1 trading plan regulatory

"were made pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person"

A Rule 10b5-1 trading plan is a pre-arranged schedule that allows company insiders to buy or sell stock at specific times, even if they have inside information. It helps prevent accusations of unfair trading by making these transactions look planned and transparent, rather than sneaky or illegal.

open-market sale financial

"transaction_action": "open-market sale""

An open-market sale is when a shareholder sells existing shares directly on a public exchange to any willing buyer, rather than through a private deal. Think of it like putting goods on a busy market stall where price is set by supply and demand; for investors it matters because such sales increase available supply, can put short-term downward pressure on the stock price, and signal changes in liquidity or investor confidence.

Class A Shares financial

"security_title": "Class A Shares""

Class A shares are one of a company’s distinct types of stock that come with a specific set of rights—commonly different voting power, dividend treatment, or transfer rules—defined in the company’s charter. Investors care because those rights affect control, income and resale value; like holding a seat at a table that has different rules or stronger chips than other seats, owning Class A changes how much influence and return you can expect.

reporting person regulatory

"trading plan adopted by the Reporting Person on February 18, 2026"

Form 4 Insider Transactions: What Each Field Means →

SEC Form 4

FORM 4

UNITED 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^*

Tal Boaz

(Last) (First) (Middle)

SCHIPHOL BOULEVARD 165

(Street)

SCHIPHOL 1118BG

(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)

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/20/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

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)
			Code	V	Amount	(A) or (D)	Price
Class A Shares	05/20/2026		S		2,600(1)	D	$199	83,254	D
Class A Shares	05/20/2026		S		2,000(1)	D	$200	81,254	D
Class A Shares	05/20/2026		S		500(1)	D	$199.0092	80,754	D

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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. The sales reported on this Form 4 were made pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on February 18, 2026.

Remarks:

1 Exhibit 24 - Power of Attorney 2 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/ Anna Akimova, attorney-in fact for Mr. Tal	05/22/2026
	** 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 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)

FAQ

What did Nebius Group (NBIS) General Counsel Tal Boaz report on this Form 4?

Tal Boaz reported selling a total of 5,100 Nebius Group Class A Shares in open-market transactions. These sales were disclosed as required insider reporting and show execution of a pre-arranged Rule 10b5-1 trading plan rather than a new discretionary trading decision.

How many Nebius Group (NBIS) shares did Tal Boaz sell and at what prices?

Tal Boaz sold 5,100 Class A Shares of Nebius Group in three transactions. The reported sale prices were about $199.0092, $200.00, and $199.00 per share, reflecting routine open-market activity within a narrow price range on the same trading day.

When did the Nebius Group (NBIS) insider stock sales by Tal Boaz occur?

All reported sales occurred on May 20, 2026. The Form 4 shows three separate open-market transactions in Nebius Group Class A Shares executed that day, which together account for the total 5,100 shares sold under Boaz’s Rule 10b5-1 trading plan.

Were the Nebius Group (NBIS) insider sales by Tal Boaz part of a trading plan?

Yes. The filing states the sales were made pursuant to a Rule 10b5-1 trading plan adopted by Tal Boaz on February 18, 2026. Such plans schedule trades in advance, reducing the likelihood that transaction timing reflects new, discretionary views on the stock.

Does Tal Boaz still hold Nebius Group (NBIS) shares after these Form 4 sales?

Yes. The Form 4 indicates Tal Boaz continues to own Nebius Group Class A Shares directly after the reported sales. While specific post-transaction totals vary by line item, the filing confirms an ongoing direct equity position in the company following the 5,100-share disposition.