Nebius Group (NBIS) counsel auto-sells 3,036 shares to cover RSU taxes

Rhea-AI Filing Summary

Nebius Group N.V. General Counsel Tal Boaz reported an open-market sale of 3,036 Class A Shares on March 31, 2026 at an average price of $98.7754 per share. According to the filing, the shares were sold upon vesting of restricted share units solely to cover estimated withholding taxes under automatic sale instructions, so the transaction was not a discretionary trade. After this tax-related sale, Boaz directly holds 85,854 Class A Shares.

Insider Trade Summary

Net Seller: 3,036 shares ($299,882)

Net Sell 1 txn

Insider Tal Boaz

Role General Counsel

Sold 3,036 shs ($300K)

Type	Security	Shares	Price	Value
Sale	Class A Shares	3,036	$98.7754	$300K

Holdings After Transaction: Class A Shares — 85,854 shares (Direct)

Footnotes (1)

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Key Figures

Shares sold: 3,036 Class A Shares Sale price: $98.7754 per share Shares held after transaction: 85,854 Class A Shares

3 metrics

Shares sold 3,036 Class A Shares Open-market sale on March 31, 2026

Sale price $98.7754 per share Average price for the 3,036 shares sold

Shares held after transaction 85,854 Class A Shares Direct ownership following the sale

Key Terms

restricted share units, withholding taxes, automatic sale instructions, open-market sale

4 terms

restricted share units financial

"The shares were sold upon the vesting of restricted share units solely to cover estimated withholding taxes"

Restricted share units (RSUs) are a promise from a company to give an employee or service provider actual shares or cash equal to the shares after certain conditions are met, typically staying with the company for a set time or hitting performance targets. Think of them like a time-locked gift card that becomes usable only after you’ve earned it. For investors, RSUs matter because they align employee incentives with company performance and can increase the number of shares outstanding over time, diluting existing ownership and affecting earnings per share.

withholding taxes financial

"sold upon the vesting of restricted share units solely to cover estimated withholding taxes"

Withholding taxes are amounts a payer or government takes out of payments — such as wages, interest, or dividends — before the recipient gets the money, functioning like a cashier keeping part of a bill to pay taxes on your behalf. For investors this matters because it reduces the cash they actually receive, affects net returns and yield calculations, and may require additional paperwork or treaty claims to recover or offset the withheld amount against final tax bills.

automatic sale instructions financial

"pursuant to automatic sale instructions included in the relevant Restricted Share Unit Agreement"

open-market sale financial

"transaction_action": "open-market sale""

An open-market sale is when a shareholder sells existing shares directly on a public exchange to any willing buyer, rather than through a private deal. Think of it like putting goods on a busy market stall where price is set by supply and demand; for investors it matters because such sales increase available supply, can put short-term downward pressure on the stock price, and signal changes in liquidity or investor confidence.

Form 4 Insider Transactions: What Each Field Means →

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^*

Tal Boaz

(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)

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
03/31/2026

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	03/31/2026		S		3,036(1)	D	$98.7754	85,854	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. The shares were sold upon the vesting of restricted share units solely to cover estimated withholding taxes, pursuant to automatic sale instructions included in the relevant Restricted Share Unit Agreement. The sale was not a discretionary trade by the Reporting Person.

	/s/ Boaz Tal	04/01/2026
	** 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)

FAQ

What insider transaction did Nebius Group (NBIS) report for Tal Boaz?

Nebius Group reported that General Counsel Tal Boaz sold 3,036 Class A Shares at $98.7754 per share. The sale occurred when restricted share units vested and was used solely to cover estimated tax withholding obligations under automatic instructions.

Was Tal Boaz’s Nebius Group (NBIS) share sale a discretionary trade?

No. The filing states the shares were sold upon vesting of restricted share units solely to cover estimated withholding taxes. The transaction followed automatic sale instructions in the Restricted Share Unit Agreement, meaning it was not a discretionary trade by Tal Boaz.

How many Nebius Group (NBIS) shares did Tal Boaz sell and at what price?

Tal Boaz sold 3,036 Nebius Group Class A Shares at an average price of $98.7754 per share. This transaction was reported as an open-market sale linked to the vesting of restricted share units and related tax withholding requirements.

How many Nebius Group (NBIS) shares does Tal Boaz hold after the reported sale?

Following the sale, Tal Boaz directly holds 85,854 Nebius Group Class A Shares. This remaining stake shows that only a small portion of his overall holdings was sold, and the filing links the sale specifically to covering tax withholding on vested RSUs.

Why were Nebius Group (NBIS) shares sold when Tal Boaz’s restricted share units vested?

The filing explains that shares were sold solely to cover estimated withholding taxes due at RSU vesting. Automatic sale instructions in the Restricted Share Unit Agreement triggered the transaction, so it functioned as a tax settlement mechanism rather than a discretionary market-timing trade.