Nebius Group (NBIS) officer’s RSU tax sale covers 33,871 Class A Shares

Rhea-AI Filing Summary

Nebius Group N.V. Chief Infrastructure Officer Andrey Korolenko reported an automatic sale of Class A Shares linked to restricted share unit vesting. He sold 33,871 shares on July 1, 2026 at an average price of $235.45 per share. According to the disclosure, the shares were sold solely to cover estimated withholding taxes under automatic sale instructions in the relevant Restricted Share Unit Agreement, meaning this was not a discretionary trade. After the transaction, Korolenko directly held 551,338 Class A Shares.

Insider Trade Summary

Net Seller: 33,871 shares ($7,974,927)

Net Sell 1 txn

Insider Korolenko Andrey

Role Chief Infrastructure Officer

Sold 33,871 shs ($7.97M)

Type	Security	Shares	Price	Value
Sale	Class A Shares	33,871	$235.45	$7.97M

Holdings After Transaction: Class A Shares — 551,338 shares (Direct, null)

Footnotes (1)

1. [object Object]

Key Figures

Shares sold: 33,871 shares Sale price per share: $235.45 per share Shares held after transaction: 551,338 shares +1 more

4 metrics

Shares sold 33,871 shares Class A Shares sold on July 1, 2026

Sale price per share $235.45 per share Average price for the 33,871 shares sold

Shares held after transaction 551,338 shares Direct Class A holdings after the sale

Net shares sold 33,871 shares Net sell direction per transaction summary

Key Terms

restricted share units, withholding taxes, automatic sale instructions, Restricted Share Unit Agreement

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"

Restricted Share Unit Agreement financial

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

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Form 4 Insider Transactions: What Each Field Means →

Available on EDGAR 07/06/2026 - 10:17 AM Accepted by SEC EDGAR 07/06/2026 - 10:16 AM Learn about SEC filing dates

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^*

Korolenko Andrey

(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 Infrastructure 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		33,871(1)	D	$235.45	551,338	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. Korolenko	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)

FAQ

What insider transaction did Nebius Group (NBIS) report for Andrey Korolenko?

Nebius Group reported that Chief Infrastructure Officer Andrey Korolenko sold 33,871 Class A Shares. The transaction occurred on July 1, 2026, and was associated with the vesting of restricted share units and related tax withholding obligations.

At what price were the Nebius Group (NBIS) shares sold in this Form 4 filing?

The Class A Shares were sold at an average price of $235.45 per share. This price applies to 33,871 shares sold in an automatic transaction tied to restricted share unit vesting and withholding tax coverage, rather than a discretionary market trade.

How many Nebius Group (NBIS) shares does Andrey Korolenko hold after the transaction?

After the reported sale, Andrey Korolenko directly holds 551,338 Class A Shares. This post-transaction balance shows that the 33,871 shares sold represent a relatively small portion of his overall direct equity position in Nebius Group.

Was the Nebius Group (NBIS) insider sale a discretionary trade by Andrey Korolenko?

The sale was not a discretionary trade by Andrey Korolenko. Footnotes explain the shares were sold automatically upon restricted share unit vesting solely to cover estimated withholding taxes, under predefined instructions in the Restricted Share Unit Agreement.

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

Shares were sold to cover estimated withholding taxes triggered when restricted share units vested. The Form 4 notes automatic sale instructions in the Restricted Share Unit Agreement, so the transaction executed mechanically for tax purposes rather than as an active investment decision.