Nebius director gets 1,352 RSU equity award

Director Elena Bunina received 1,352 RSUs in Nebius Group N.V., vesting in early 2027, increasing her reported Class A equity holdings.

Rhea-AI Filing Summary

Nebius Group N.V. (symbol: NBIS) is the issuer of record for a Form 4 filing submitted to the SEC. Bunina Elena reported acquisition or exercise transactions in this Form 4 filing.

Nebius Group N.V. (NBIS) reports that director Elena Bunina received an equity award of 1,352 restricted share units (RSUs) on September 1, 2026 under the company’s Amended and Restated Equity Incentive Plan. The RSUs vest in full on January 2, 2027, and the filing shows 12,124 Class A shares or RSUs held after this award. No Rule 10b5-1 trading plan is reported.

Insider Trade Summary

Grant/Award: 1,352 shares

Grant/Award 1 txn

Insider Bunina Elena

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 — 12,124 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 units Transaction price per share: $0.00 per unit Holdings after transaction: 12,124 shares or RSUs +2 more

5 metrics

RSUs granted 1,352 units Restricted share units granted to director Elena Bunina on September 1, 2026

Transaction price per share $0.00 per unit Reported price per RSU in the September 1, 2026 grant

Holdings after transaction 12,124 shares or RSUs Directly held Class A equity reported after the RSU award

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

Rule 10b5-1 plan status No plan reported Document-level checkbox for Rule 10b5-1 trading arrangements

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 on September 1, 2026 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 pursuant to Rule 3a12-3(b)"

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

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

FAQ

What equity award did Nebius Group N.V. (NBIS) grant to director Elena Bunina?

Nebius Group N.V. granted 1,352 restricted share units (RSUs) to director Elena Bunina on September 1, 2026 under the company’s Amended and Restated Equity Incentive Plan. Each RSU represents the right to receive one Class A Share upon vesting.

When do the RSUs granted to Nebius (NBIS) director Elena Bunina vest?

The 1,352 RSUs granted to Nebius director Elena Bunina vest in full on January 2, 2027. After vesting, each RSU entitles her to receive one Class A Share of Nebius Group N.V.

How many Nebius (NBIS) Class A shares or RSUs does Elena Bunina hold after this Form 4 transaction?

After the reported RSU grant, the filing shows that Elena Bunina has 12,124 Class A shares or equivalent RSUs reported as owned directly. This figure includes the 1,352 newly granted RSUs.

Was the Nebius (NBIS) RSU grant to Elena Bunina made under a Rule 10b5-1 trading plan?

No. The filing indicates that no Rule 10b5-1 trading plan is reported in connection with this RSU grant to director Elena Bunina.

What is the reported price per share for the RSUs granted to Nebius (NBIS) director Elena Bunina?

The Form 4 reports a transaction price per share of $0.00 for the grant of 1,352 RSUs to director Elena Bunina, consistent with this being a compensatory equity award rather than a market purchase.

Why are Nebius (NBIS) insider transactions exempt from certain U.S. short-swing profit rules?

The remarks state that Nebius Group N.V. is a foreign private issuer under Rule 3a12-3(b) of the Exchange Act, so the reporting person’s transactions in its equity securities are exempt from Sections 16(b) and 16(c) of the Act.

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Available on EDGAR 09/03/2026 - 11:06 AM Accepted by SEC EDGAR 09/03/2026 - 11:05 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^*

Bunina Elena

(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	12,124	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 Ms. Bunina	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)