Nebius COO granted 1,352 RSUs in equity award

COO and director Nave Ophir received a new RSU grant that will fully vest in early 2027, modestly increasing his direct equity position in Nebius Group N.V.

Rhea-AI Filing Summary

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

Nebius Group N.V. (NBIS) reported that COO and director Nave Ophir received an equity grant 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 will settle into Class A Shares, bringing his reported direct holdings to 954,685 Class A Shares after the award.

Insider Trade Summary

Grant/Award: 1,352 shares

Grant/Award 1 txn

Insider Nave Ophir

Role COO

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

Holdings After Transaction: Class A Shares — 954,685 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 Transaction price per share: $0.00 per share Shares owned after transaction: 954,685 Class A Shares +3 more

6 metrics

RSUs granted 1,352 RSUs Restricted share units granted to Nave Ophir on September 1, 2026

Transaction price per share $0.00 per share Reported price for the RSU grant to Nave Ophir

Shares owned after transaction 954,685 Class A Shares Direct holdings of Nebius Group N.V. Class A Shares following the grant

RSU grant date September 1, 2026 Date the 1,352 RSUs were granted to Nave Ophir

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

Equity plan amendment date August 15, 2024 Date the Amended and Restated Equity Incentive Plan was amended

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

"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) report for Nave Ophir?

Nebius Group N.V. reported that COO and director Nave Ophir received a grant of 1,352 RSUs on September 1, 2026. The award was reported at $0.00 per share, consistent with a compensation grant rather than a market purchase.

How many Nebius Group (NBIS) shares does Nave Ophir hold after this Form 4 transaction?

After the reported RSU grant, Nave Ophir is shown as directly holding 954,685 Class A Shares of Nebius Group N.V. This figure includes the effect of the 1,352-unit equity award disclosed in the filing.

When do the new RSUs granted to Nebius Group (NBIS) COO Nave Ophir vest?

The 1,352 RSUs granted to Nave Ophir on September 1, 2026 vest in full on January 2, 2027. Upon vesting, each RSU entitles him to receive one Class A Share of Nebius Group N.V.

What type of equity instrument did Nebius Group (NBIS) grant to Nave Ophir?

Nebius Group N.V. granted restricted share units (RSUs) to Nave Ophir. Each RSU represents a right to receive one Class A Share upon vesting, under the company’s Amended and Restated Equity Incentive Plan.

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

No. The filing indicates that no Rule 10b5-1 trading plan was reported for this transaction. It is characterized as a grant or award acquisition of RSUs, not an open-market trade.

Under which plan were the RSUs for Nebius Group (NBIS) COO Nave Ophir granted?

The 1,352 RSUs were granted under Nebius Group N.V.’s Amended and Restated Equity Incentive Plan, which the filing notes was amended on August 15, 2024.

How does Nebius Group’s foreign private issuer status affect this Form 4 for NBIS?

The filing notes Nebius Group N.V. is a foreign private issuer, and states that the reporting person’s transactions in its equity securities are exempt from Sections 16(b) and 16(c) of the Exchange Act.

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

Nave Ophir

(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
X	Officer (give title below)		Other (specify below)
	COO

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	954,685	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:

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. Nave	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)