Nebius director sells 5,296 shares at up to $278

Rhea-AI Filing Summary

Nebius Group N.V. (NBIS) director Boynton John Wilson IV reported selling a total of 5,296 Class A Shares on August 14, 2026. The sales were made in multiple open-market or private transactions, with per-share prices including specific trades at $258.55 and weighted-average prices across ranges up to about $278.11. The filing indicates these trades were made pursuant to a Rule 10b5-1 trading plan, and the issuer is a foreign private issuer exempt from certain U.S. short-swing profit rules.

Insider Trade Summary 10b5-1

Net Seller: 5,296 shares

Net Sell 12 txns

Insider Boynton John Wilson IV

Role Director

Sold 5,296 shs ($1.44M)

Type	Security	Shares	Price	Value
Sale	Class A Shares	100	$258.55	$26K
Sale	Class A Shares F1	200	$263.51	$53K
Sale	Class A Shares F2	400	$264.75	$106K
Sale	Class A Shares F3	496	$266.78	$132K
Sale	Class A Shares F4	404	$267.87	$108K
Sale	Class A Shares F5	600	$270.44	$162K
Sale	Class A Shares F6	700	$271.75	$190K
Sale	Class A Shares F7	1,000	$272.76	$273K
Sale	Class A Shares F8	500	$273.78	$137K
Sale	Class A Shares F9	300	$275.80	$83K
Sale	Class A Shares F10	400	$277.02	$111K
Sale	Class A Shares F11	196	$277.86	$54K

Holdings After Transaction: Class A Shares — 415,844 shares (Direct)

Footnotes (11)

1. F1. Reflects the weighted average sale price on August 14, 2026. The shares were sold in multiple transactions at prices ranging from $263.05 to $263.97, 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.
2. F2. Reflects the weighted average sale price on August 14, 2026. The shares were sold in multiple transactions at prices ranging from $264.50 to $265.16, 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 August 14, 2026. The shares were sold in multiple transactions at prices ranging from $266.24 to $267.22, 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 August 14, 2026. The shares were sold in multiple transactions at prices ranging from $267.33 to $268.28, 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 August 14, 2026. The shares were sold in multiple transactions at prices ranging from $269.99 to $270.94, 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 August 14, 2026. The shares were sold in multiple transactions at prices ranging from $271.32 to $272.22, 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.
7. F7. Reflects the weighted average sale price on August 14, 2026. The shares were sold in multiple transactions at prices ranging from $272.33 to $273.22, 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.
8. F8. Reflects the weighted average sale price on August 14, 2026. The shares were sold in multiple transactions at prices ranging from $273.34 to $274.32, 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.
9. F9. Reflects the weighted average sale price on August 14, 2026. The shares were sold in multiple transactions at prices ranging from $275.23 to $276.18, 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.
10. F10. Reflects the weighted average sale price on August 14, 2026. The shares were sold in multiple transactions at prices ranging from $276.57 to $277.45, 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.
11. F11. Reflects the weighted average sale price on August 14, 2026. The shares were sold in multiple transactions at prices ranging from $277.60 to $278.11, 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.

Key Figures

Total shares sold: 5,296 shares Number of sale transactions: 12 Example transaction price: $258.55 per share +3 more

6 metrics

Total shares sold 5,296 shares Aggregate Class A Shares sold on August 14, 2026 by the director

Number of sale transactions 12 Separate non-derivative sale entries on August 14, 2026

Example transaction price $258.55 per share Per-share price for a 100-share sale of Class A Shares

Highest price range upper bound $278.11 per share Top of the disclosed weighted-average price range in footnote F11

Net buy/sell shares -5,296 shares Net effect of reported transactions, indicating a net-sell position

Trade date August 14, 2026 Date on which all reported Class A Share sales occurred

Key Terms

foreign private issuer, Rule 10b5-1 trading plan, weighted average sale price, Sections 16(b) and 16(c)

4 terms

foreign private issuer regulatory

"Due to the issuer's status as a foreign private issuer pursuant"

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 10b5-1 trading plan regulatory

"aff_10b5_one true indicates transactions under a Rule 10b5-1 trading plan"

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.

weighted average sale price financial

"Reflects the weighted average sale price on August 14, 2026."

Sections 16(b) and 16(c) regulatory

"securities are exempt from Sections 16(b) and 16(c) of the Act."

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What insider transaction did Nebius Group N.V. (NBIS) disclose in this Form 4?

Nebius Group N.V. (NBIS) disclosed that director Boynton John Wilson IV sold 5,296 Class A Shares on August 14, 2026. The sales occurred in multiple open-market or private transactions at various prices as detailed in the Form 4 and its footnotes.

At what prices did the NBIS director sell shares on August 14, 2026?

The NBIS director reported sales with individual transaction prices such as $258.55 per share and weighted-average prices for trades within ranges extending up to about $278.11 per share. Footnotes specify the exact price ranges for each transaction block.

How many Nebius Group N.V. (NBIS) shares did the director sell in total?

According to the Form 4, the director sold a total of 5,296 Class A Shares of Nebius Group N.V. (NBIS). This total combines 12 separate non-derivative sale transactions reported for the same trade date, August 14, 2026.

Were the August 14, 2026 NBIS insider sales made under a Rule 10b5-1 plan?

Yes. The filing indicates the transactions were effected under a Rule 10b5-1 trading plan. Such plans are pre-arranged trading programs that allow insiders to sell shares according to predetermined terms, helping separate trades from day-to-day information flows.

What does Nebius Group N.V.’s foreign private issuer status mean for these NBIS insider trades?

Nebius Group N.V. notes that, as a foreign private issuer under SEC rules, the reporting person’s transactions are exempt from Sections 16(b) and 16(c). Those U.S. provisions govern short-swing profit recovery and certain short-sale limitations for domestic issuers.

Do the NBIS Form 4 footnotes provide additional pricing details for the sales?

Yes. Each major sale block includes a footnote describing a weighted average sale price and the specific price range (for example, from $263.05 to $263.97). The reporting person offers to provide the exact share counts at each price upon request.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 08/18/2026 - 12:43 PM EDT Accepted by SEC EDGAR 08/18/2026 - 12:42 PM EDT 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).

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)

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)

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
08/14/2026

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	08/14/2026		S		100	D	$258.55	421,040	D
Class A Shares	08/14/2026		S		200(1)	D	$263.51	420,840	D
Class A Shares	08/14/2026		S		400(2)	D	$264.75	420,440	D
Class A Shares	08/14/2026		S		496(3)	D	$266.78	419,944	D
Class A Shares	08/14/2026		S		404(4)	D	$267.87	419,540	D
Class A Shares	08/14/2026		S		600(5)	D	$270.44	418,940	D
Class A Shares	08/14/2026		S		700(6)	D	$271.75	418,240	D
Class A Shares	08/14/2026		S		1,000(7)	D	$272.76	417,240	D
Class A Shares	08/14/2026		S		500(8)	D	$273.78	416,740	D
Class A Shares	08/14/2026		S		300(9)	D	$275.8	416,440	D
Class A Shares	08/14/2026		S		400(10)	D	$277.02	416,040	D
Class A Shares	08/14/2026		S		196(11)	D	$277.86	415,844	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. Reflects the weighted average sale price on August 14, 2026. The shares were sold in multiple transactions at prices ranging from $263.05 to $263.97, 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.

2. Reflects the weighted average sale price on August 14, 2026. The shares were sold in multiple transactions at prices ranging from $264.50 to $265.16, 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 August 14, 2026. The shares were sold in multiple transactions at prices ranging from $266.24 to $267.22, 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 August 14, 2026. The shares were sold in multiple transactions at prices ranging from $267.33 to $268.28, 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 August 14, 2026. The shares were sold in multiple transactions at prices ranging from $269.99 to $270.94, 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 August 14, 2026. The shares were sold in multiple transactions at prices ranging from $271.32 to $272.22, 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.

7. Reflects the weighted average sale price on August 14, 2026. The shares were sold in multiple transactions at prices ranging from $272.33 to $273.22, 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.

8. Reflects the weighted average sale price on August 14, 2026. The shares were sold in multiple transactions at prices ranging from $273.34 to $274.32, 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.

9. Reflects the weighted average sale price on August 14, 2026. The shares were sold in multiple transactions at prices ranging from $275.23 to $276.18, 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.

10. Reflects the weighted average sale price on August 14, 2026. The shares were sold in multiple transactions at prices ranging from $276.57 to $277.45, 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.

11. Reflects the weighted average sale price on August 14, 2026. The shares were sold in multiple transactions at prices ranging from $277.60 to $278.11, 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:

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. Boynton	08/18/2026
	** 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)