Nebius Group (NBIS) CTO sells 15,678 shares under Rule 10b5-1 plan

Rhea-AI Filing Summary

Nebius Group N.V. Chief Technology Officer Danila Shtan reported an open-market sale of 15,678 Class A Shares on June 4, 2026 at an average price of $238.9621 per share. After this transaction, he directly holds 291,700 Class A Shares. The filing notes the sale was executed under a pre-arranged Rule 10b5-1 trading plan adopted on March 6, 2026, indicating the trades were scheduled in advance rather than timed discretionarily.

Insights

Equity compensation and insider-trading analyst

CTO executes small planned share sale under Rule 10b5-1.

The Nebius Group N.V. Chief Technology Officer, Danila Shtan, completed an open-market sale of 15,678 Class A Shares at $238.9621 per share on June 4, 2026. Following the transaction, he still directly owns 291,700 Class A Shares.

This is a straightforward insider sale coded “S,” with no derivative exercises or restructurings reported. The remaining holding shown in the filing suggests he retains a substantial equity position relative to the shares sold in this event.

A key detail is that the sale occurred pursuant to a Rule 10b5-1 trading plan adopted on March 6, 2026. Such plans are set up in advance, so the timing of individual trades generally reflects pre-arranged diversification rather than a new view on Nebius Group’s prospects.

Insider Trade Summary 10b5-1

Net Seller: 15,678 shares ($3,746,448)

Net Sell 1 txn

Insider Shtan Danila

Role Chief Technology Officer

Sold 15,678 shs ($3.75M)

Type	Security	Shares	Price	Value
Sale	Class A Shares	15,678	$238.9621	$3.75M

Holdings After Transaction: Class A Shares — 291,700 shares (Direct, null)

Footnotes (1)

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Key Figures

Shares sold: 15,678 shares Sale price per share: $238.9621 per share Shares owned after transaction: 291,700 shares +1 more

4 metrics

Shares sold 15,678 shares Open-market sale of Class A Shares on June 4, 2026

Sale price per share $238.9621 per share Average sale price for Class A Shares sold on June 4, 2026

Shares owned after transaction 291,700 shares Direct Class A Shares beneficially owned after June 4, 2026 sale

10b5-1 plan adoption date March 6, 2026 Date CTO adopted Rule 10b5-1 trading plan for these sales

Key Terms

Rule 10b5-1 trading plan, open-market sale, non-derivative, Class A Shares

4 terms

Rule 10b5-1 trading plan regulatory

"The sales reported on this Form 4 were made pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on March 6, 2026."

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.

non-derivative financial

"transaction_type: non-derivative"

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.

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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^*

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)
06/04/2026

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	06/04/2026		S		15,678(1)	D	$238.9621	291,700	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 March 6, 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. Shtan	06/05/2026
	** 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 insider transaction did Nebius Group N.V. (NBIS) report for Danila Shtan?

Nebius Group’s Chief Technology Officer, Danila Shtan, reported selling 15,678 Class A Shares in an open-market transaction. The sale was recorded on June 4, 2026, and is classified as a non-derivative transaction under code “S” in the Form 4 filing.

At what price did Nebius CTO Danila Shtan sell NBIS Class A Shares?

The Form 4 shows that Danila Shtan sold Nebius Class A Shares at an average price of $238.9621 per share. This price applies to the 15,678 shares reported as sold in the open-market transaction on June 4, 2026.

How many Nebius (NBIS) shares does CTO Danila Shtan hold after the reported sale?

After the reported transaction, Danila Shtan directly holds 291,700 Class A Shares of Nebius Group N.V. This post-transaction balance is disclosed in the Form 4 as the total shares beneficially owned following the June 4, 2026 sale.

Was the Nebius CTO’s June 4, 2026 share sale part of a 10b5-1 trading plan?

Yes. A footnote explains the sale was executed under a Rule 10b5-1 trading plan adopted by Danila Shtan on March 6, 2026. Such plans pre-schedule trades, indicating the timing was determined in advance rather than by short-term market views.

Does the Nebius Form 4 for NBIS include any derivative securities transactions?

No derivative securities transactions are listed in this Form 4. The filing reports only a non-derivative open-market sale of 15,678 Class A Shares, with derivativeSummary showing no remaining derivative positions reported in connection with this specific filing.