Nebius Group (NBIS) CTO auto-sells shares to cover RSU tax withholding

Rhea-AI Filing Summary

Nebius Group N.V. Chief Technology Officer Danila Shtan reported an automatic sale of 16,937 Class A Shares at an average price of $235.45 per share. According to the footnote, the shares were sold upon vesting of restricted share units solely to cover estimated withholding taxes, under pre-set automatic sale instructions, and were not a discretionary trade. After this tax-related sale, Shtan directly holds 274,763 Class A Shares.

Insider Trade Summary

Net Seller: 16,937 shares ($3,987,817)

Net Sell 1 txn

Insider Shtan Danila

Role Chief Technology Officer

Sold 16,937 shs ($3.99M)

Type	Security	Shares	Price	Value
Sale	Class A Shares	16,937	$235.45	$3.99M

Holdings After Transaction: Class A Shares — 274,763 shares (Direct, null)

Footnotes (1)

1. [object Object]

Key Figures

Shares sold: 16,937 shares Sale price per share: $235.45 per share Shares held after transaction: 274,763 shares

3 metrics

Shares sold 16,937 shares Class A Shares sold on 2026-07-01

Sale price per share $235.45 per share Average sale price for Class A Shares

Shares held after transaction 274,763 shares Direct Class A Share holdings after sale

Key Terms

restricted share units, withholding taxes, automatic sale instructions, open-market sale

4 terms

restricted share units financial

"The shares were sold upon the vesting of restricted share units solely to cover estimated withholding taxes"

Restricted share units (RSUs) are a promise from a company to give an employee or service provider actual shares or cash equal to the shares after certain conditions are met, typically staying with the company for a set time or hitting performance targets. Think of them like a time-locked gift card that becomes usable only after you’ve earned it. For investors, RSUs matter because they align employee incentives with company performance and can increase the number of shares outstanding over time, diluting existing ownership and affecting earnings per share.

withholding taxes financial

"sold upon the vesting of restricted share units solely to cover estimated withholding taxes"

Withholding taxes are amounts a payer or government takes out of payments — such as wages, interest, or dividends — before the recipient gets the money, functioning like a cashier keeping part of a bill to pay taxes on your behalf. For investors this matters because it reduces the cash they actually receive, affects net returns and yield calculations, and may require additional paperwork or treaty claims to recover or offset the withheld amount against final tax bills.

automatic sale instructions financial

"pursuant to automatic sale instructions included in the relevant Restricted Share Unit Agreement"

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.

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Form 4 Insider Transactions: What Each Field Means →

Available on EDGAR 07/06/2026 - 11:28 AM Accepted by SEC EDGAR 07/06/2026 - 11:27 AM Learn about SEC filing dates

FAQ

What did Nebius Group (NBIS) CTO Danila Shtan report in this Form 4?

CTO Danila Shtan reported an automatic sale of 16,937 Nebius Group Class A Shares at $235.45 per share. The sale occurred when restricted share units vested and was used solely to cover estimated withholding taxes under pre-set instructions.

Was the Nebius Group (NBIS) insider share sale a discretionary trade?

No, the filing states the sale was not a discretionary trade by the reporting person. Shares were sold automatically under instructions in the Restricted Share Unit Agreement, specifically to cover estimated withholding taxes when the restricted share units vested.

How many Nebius Group (NBIS) shares did the CTO sell and at what price?

The CTO sold 16,937 Class A Shares of Nebius Group at an average price of $235.45 per share. The transaction is characterized as an open-market or private sale, executed automatically in connection with RSU vesting for tax obligations.

How many Nebius Group (NBIS) shares does the CTO hold after this transaction?

Following the reported transaction, the CTO directly holds 274,763 Class A Shares of Nebius Group. This reflects his remaining equity position after the automatic sale of 16,937 shares to satisfy estimated withholding tax obligations related to vested restricted share units.

Why were Nebius Group (NBIS) shares sold in connection with restricted share units?

The filing explains that shares were sold upon vesting of restricted share units solely to cover estimated withholding taxes. Automatic sale instructions embedded in the Restricted Share Unit Agreement triggered the transaction, meaning it was a mechanistic tax event rather than an elective share sale.

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).

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^*

Shtan Danila

(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)
	Chief Technology Officer

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
07/01/2026

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	07/01/2026		S		16,937(1)	D	$235.45	274,763	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 shares were sold upon the vesting of restricted share units solely to cover estimated withholding taxes, pursuant to automatic sale instructions included in the relevant Restricted Share Unit Agreement. The sale was not a discretionary trade by the Reporting Person.

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/ Anna Akimova, attorney-in fact for Mr. Shtan	07/06/2026
	** 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)