STOCK TITAN

Nebius director granted 1,352 RSUs under equity plan

(Neutral)
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Nebius Group N.V. (NBIS) reported that director Arne Grimme acquired 1,352 Class A Shares in the form of restricted share units (RSUs) on September 1, 2026, as a grant under the company's Amended and Restated Equity Incentive Plan. These RSUs vest in full on January 2, 2027, and each RSU converts into one Class A Share upon vesting, bringing Grimme's reported direct holdings to 5,885 Class A Shares. No Rule 10b5-1 trading plan is reported for this transaction.

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Insider Grimme Arne
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 — 5,885 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.
RSUs granted 1,352 restricted share units Grant to director Arne Grimme on September 1, 2026 under the equity incentive plan
Post-transaction holdings 5,885 Class A Shares Direct holdings reported for Arne Grimme following the September 1, 2026 grant
Grant price per share $0.00 per share Equity incentive grant reported with no cash price, consistent with an RSU award
RSU vesting date January 2, 2027 Date on which the 1,352 RSUs vest in full for Arne Grimme
Equity Incentive Plan amendment date August 15, 2024 Date the Amended and Restated Equity Incentive Plan was amended, as referenced in the RSU footnote
restricted share units ("RSUs") financial
"Represents restricted share units ("RSUs") granted on September 1, 2026"
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.
Equity Incentive Plan financial
"under the Company's Amended and Restated Equity Incentive Plan, as amended"
An equity incentive plan is a program that gives employees, executives or directors the right to receive company stock or options to buy stock as part of their pay. Think of it as offering slices of future company profit to motivate people to boost long‑term performance; for investors it matters because it can align employee goals with shareholder value but also increases the number of shares outstanding, which can dilute existing ownership.
Sections 16(b) and 16(c) regulatory
"transactions in the issuer's equity securities are exempt from Sections 16(b) and 16(c)"

FAQ

What insider transaction did Nebius Group N.V. (NBIS) disclose for Arne Grimme?

The company disclosed that director Arne Grimme received a grant of 1,352 restricted share units (RSUs) on September 1, 2026 under the Amended and Restated Equity Incentive Plan. This is reported as a grant or award, not a market purchase.

When do Arne Grimme’s RSUs in NBIS vest and what do they convert into?

The 1,352 RSUs granted to Arne Grimme vest in full on January 2, 2027. Upon vesting, each RSU represents the right to receive one Class A Share of Nebius Group N.V., so full vesting would deliver 1,352 Class A Shares.

How many Nebius Group N.V. (NBIS) Class A Shares does Arne Grimme hold after this grant?

After the reported grant, Arne Grimme’s direct holdings are reported as 5,885 Class A Shares. This figure includes the impact of the 1,352 RSUs awarded on September 1, 2026, as reflected in the filing’s post-transaction share balance.

Was the NBIS RSU grant to Arne Grimme made under a Rule 10b5-1 trading plan?

No. The filing indicates that the Rule 10b5-1 checkbox is not marked, so no Rule 10b5-1 trading plan is reported in connection with this RSU grant. The transaction is characterized as a grant or award under the company’s equity incentive plan.

What does the NBIS filing say about Nebius Group N.V.’s status under U.S. securities rules?

Nebius Group N.V. is described as a foreign private issuer under Rule 3a12-3(b) of the Exchange Act. The filing notes that, due to this status, the reporting person’s transactions in the issuer’s equity securities are exempt from Sections 16(b) and 16(c) of the Act.

Under which plan were the 1,352 RSUs for Nebius Group N.V. (NBIS) granted to Arne Grimme?

The 1,352 RSUs were granted under Nebius Group N.V.’s Amended and Restated Equity Incentive Plan, which the footnote states was amended on August 15, 2024. The grant date for these RSUs is reported as September 1, 2026.

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SEC Form 4
FORM 4UNITED 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*
Grimme Arne

(Last)(First)(Middle)
SCHIPHOL BOULEVARD 165

(Street)
SCHIPHOL1118BG

(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)
XDirector10% 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)
XForm 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)
CodeVAmount(A) or (D)Price
Class A Shares09/01/2026A1,352(1)A$05,885D
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount 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:
Exhibit 24 - Power of Attorney; 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. Arne Grimme09/03/2026
** Signature of Reporting PersonDate
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)