Nebius director receives 1,352 RSUs equity grant

Rhea-AI Filing Summary

Nebius Group N.V. (NBIS) reported that director Ryan Charles E received a grant of 1,352 restricted share units (RSUs) of Class A Shares on September 1, 2026 under the Company's Amended and Restated Equity Incentive Plan. The RSUs vest in full on January 2, 2027, with each RSU converting into one Class A Share upon vesting. Following this award, Ryan Charles E holds 273,885 Class A Shares directly. No Rule 10b5-1 trading plan is reported, and Nebius Group N.V. is treated as a foreign private issuer exempt from Sections 16(b) and 16(c) of the Exchange Act.

Insider Trade Summary

Grant/Award: 1,352 shares

Grant/Award 1 txn

Insider Ryan Charles E

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Class A Shares F1	1,352	$0.00	$0.00

Holdings After Transaction: Class A Shares — 273,885 shares (Direct)

Footnotes (1)

1. F1. Represents restricted share units ("RSUs") granted on September 1, 2026 under the Company's Amended and Restated Equity Incentive Plan, as amended on August 15, 2024. The RSUs vest in full on January 2, 2027. Each RSU represents a right to receive one Class A Share of Nebius upon vesting.

Key Figures

RSUs granted: 1,352 RSUs Shares owned after transaction: 273,885 Class A Shares Vesting date: January 2, 2027 +1 more

4 metrics

RSUs granted 1,352 RSUs Restricted share units granted on September 1, 2026

Shares owned after transaction 273,885 Class A Shares Direct holdings of Ryan Charles E after the RSU grant

Vesting date January 2, 2027 Date when the 1,352 RSUs vest in full

Grant price per share $0.00 per share Reported transaction price for the RSU award

Key Terms

restricted share units ("RSUs"), Amended and Restated Equity Incentive Plan, foreign private issuer, Sections 16(b) and 16(c)

4 terms

restricted share units ("RSUs") financial

"Represents restricted share units ("RSUs") granted on September 1, 2026"

Amended and Restated Equity Incentive Plan financial

"granted ... under the Company's Amended and Restated Equity Incentive Plan"

foreign private issuer regulatory

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

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.

Sections 16(b) and 16(c) regulatory

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

FAQ

What did Nebius Group N.V. (NBIS) report for director Ryan Charles E in this Form 4?

Nebius Group N.V. reported that director Ryan Charles E received a grant of 1,352 RSUs of Class A Shares on September 1, 2026 under its Amended and Restated Equity Incentive Plan.

When do the RSUs granted to the Nebius Group N.V. (NBIS) director vest?

The 1,352 RSUs granted to director Ryan Charles E vest in full on January 2, 2027. Upon vesting, each RSU represents a right to receive one Class A Share of Nebius.

How many Nebius Group N.V. (NBIS) Class A Shares does Ryan Charles E hold after this transaction?

After the RSU grant, director Ryan Charles E directly holds 273,885 Class A Shares of Nebius Group N.V., as reported in the Form 4.

What type of security was granted to the Nebius Group N.V. (NBIS) director?

The filing reports a grant of restricted share units (RSUs), where each RSU represents a right to receive one Class A Share of Nebius Group N.V. upon vesting.

Was the Nebius Group N.V. (NBIS) Form 4 transaction under a Rule 10b5-1 trading plan?

No. The filing indicates no Rule 10b5-1 trading plan applies to the reported RSU grant to director Ryan Charles E.

How are Nebius Group N.V. (NBIS) insider transactions treated under U.S. securities law in this filing?

Nebius Group N.V. is described as a foreign private issuer, so the reporting person’s transactions in its equity securities are stated to be exempt from Sections 16(b) and 16(c) of the Exchange Act.

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Available on EDGAR 09/03/2026 - 11:21 AM Accepted by SEC EDGAR 09/03/2026 - 11:20 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^*

Ryan Charles E

(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)
09/01/2026

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	09/01/2026		A		1,352(1)	A	$0	273,885	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. Represents restricted share units ("RSUs") granted on September 1, 2026 under the Company's Amended and Restated Equity Incentive Plan, as amended on August 15, 2024. The RSUs vest in full on January 2, 2027. Each RSU represents a right to receive one Class A Share of Nebius upon vesting.

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. Ryan	09/03/2026
	** 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)