Nebius Group COO Ophir Nave sells 500,000 shares

The COO's sales represented approximately 17% of his granted equity, and no further sales will be made under the plan.

Rhea-AI Filing Summary

Nebius Group N.V.'s COO and director, Ophir Nave, sold 500,000 Class A shares on October 5, 2026, in 12 reported transactions with weighted-average prices ranging from $231.12 to $243.50 per share. The sales were made under a Rule 10b5-1 trading plan adopted May 22, 2026, represented approximately 17% of his granted equity, and no further sales will be made under that plan.

Insider Trade Summary 10b5-1

Net Seller: 500,000 shares

Net Sell 12 txns

Insider Nave Ophir

Role COO

Sold 500,000 shs ($117.77M)

Type	Security	Shares	Price	Value
Sale	Class A Shares F1	16,220	$231.12	$3.75M
Sale	Class A Shares F2	61,210	$232.37	$14.22M
Sale	Class A Shares F3	56,426	$233.19	$13.16M
Sale	Class A Shares F4	48,845	$234.21	$11.44M
Sale	Class A Shares F5	106,718	$235.24	$25.10M
Sale	Class A Shares F6	73,588	$235.99	$17.37M
Sale	Class A Shares F7	18,224	$237.15	$4.32M
Sale	Class A Shares F8	48,655	$238.22	$11.59M
Sale	Class A Shares F9	48,061	$239.23	$11.50M
Sale	Class A Shares F10	14,853	$240.00	$3.56M
Sale	Class A Shares F11	1,200	$241.02	$289K
Sale	Class A Shares F12	6,000	$243.50	$1.46M

Holdings After Transaction: Class A Shares — 454,685 shares (Direct)

Footnotes (12)

1. F1. Reflects the weighted average sale price on October 5, 2026. The shares were sold in multiple transactions at prices ranging from $230.67 to $231.66, inclusive. The reporting person undertakes to provide Nebius Group N.V., any shareholder of Nebius Group N.V., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within such range.
2. F2. Reflects the weighted average sale price on October 5, 2026. The shares were sold in multiple transactions at prices ranging from $231.68 to $232.67, inclusive. The reporting person undertakes to provide Nebius Group N.V., any shareholder of Nebius Group N.V., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within such range.
3. F3. Reflects the weighted average sale price on October 5, 2026. The shares were sold in multiple transactions at prices ranging from $232.68 to $233.67, inclusive. The reporting person undertakes to provide Nebius Group N.V., any shareholder of Nebius Group N.V., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within such range.
4. F4. Reflects the weighted average sale price on October 5, 2026. The shares were sold in multiple transactions at prices ranging from $233.68 to $234.67, inclusive. The reporting person undertakes to provide Nebius Group N.V., any shareholder of Nebius Group N.V., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within such range.
5. F5. Reflects the weighted average sale price on October 5, 2026. The shares were sold in multiple transactions at prices ranging from $234.68 to $235.67, inclusive. The reporting person undertakes to provide Nebius Group N.V., any shareholder of Nebius Group N.V., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within such range.
6. F6. Reflects the weighted average sale price on October 5, 2026. The shares were sold in multiple transactions at prices ranging from $235.68 to $236.65, inclusive. The reporting person undertakes to provide Nebius Group N.V., any shareholder of Nebius Group N.V., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within such range.
7. F7. Reflects the weighted average sale price on October 5, 2026. The shares were sold in multiple transactions at prices ranging from $236.68 to $237.66, inclusive. The reporting person undertakes to provide Nebius Group N.V., any shareholder of Nebius Group N.V., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within such range.
8. F8. Reflects the weighted average sale price on October 5, 2026. The shares were sold in multiple transactions at prices ranging from $237.68 to $238.65, inclusive. The reporting person undertakes to provide Nebius Group N.V., any shareholder of Nebius Group N.V., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within such range.
9. F9. Reflects the weighted average sale price on October 5, 2026. The shares were sold in multiple transactions at prices ranging from $238.68 to $239.65, inclusive. The reporting person undertakes to provide Nebius Group N.V., any shareholder of Nebius Group N.V., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within such range.
10. F10. Reflects the weighted average sale price on October 5, 2026. The shares were sold in multiple transactions at prices ranging from $239.74 to $240.65, inclusive. The reporting person undertakes to provide Nebius Group N.V., any shareholder of Nebius Group N.V., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within such range.
11. F11. Reflects the weighted average sale price on October 5, 2026. The shares were sold in multiple transactions at prices ranging from $240.99 to $241.04, inclusive. The reporting person undertakes to provide Nebius Group N.V., any shareholder of Nebius Group N.V., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within such range.
12. F12. Reflects the weighted average sale price on October 5, 2026. The shares were sold in multiple transactions at prices ranging from $243.03 to $243.72, inclusive. The reporting person undertakes to provide Nebius Group N.V., any shareholder of Nebius Group N.V., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within such range.

Key Figures

Class A shares sold: 500,000 shares Reported sale transactions: 12 transactions Weighted-average sale price: $231.12 per share +2 more

5 metrics

Class A shares sold 500,000 shares October 5, 2026

Reported sale transactions 12 transactions October 5, 2026

Weighted-average sale price $231.12 per share 16,220 shares sold October 5, 2026

Weighted-average sale price $243.50 per share 6,000 shares sold October 5, 2026

Share of granted equity represented by sales Approximately 17% Ophir Nave's granted equity

Key Terms

Rule 10b5-1 trading plan, settled restricted share units, weighted average sale price, foreign private issuer

4 terms

Rule 10b5-1 trading plan regulatory

"pursuant to a Rule 10b5-1 trading plan"

A Rule 10b5-1 trading plan is a pre-arranged schedule that allows company insiders to buy or sell stock at specific times, even if they have inside information. It helps prevent accusations of unfair trading by making these transactions look planned and transparent, rather than sneaky or illegal.

settled restricted share units financial

"shares sold represent settled restricted share units"

weighted average sale price financial

"Reflects the weighted average sale price"

foreign private issuer regulatory

"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.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

How many NBIS shares did COO Ophir Nave sell?

Ophir Nave sold 500,000 Nebius Group N.V. Class A shares on October 5, 2026, in 12 reported transactions with weighted-average prices ranging from $231.12 to $243.50 per share.

Were Ophir Nave's NBIS share sales made under a trading plan?

Yes. The sales were made under a Rule 10b5-1 trading plan adopted May 22, 2026. They represented approximately 17% of Ophir Nave's granted equity in Nebius Group N.V., and no further sales will be made under that plan.

AI-generated analysis. How Rhea-AI works. Not financial advice.

Form 4 Insider Transactions: What Each Field Means →

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google

Add on Google Not now

Available on EDGAR 10/06/2026 - 04:18 PM Accepted by SEC EDGAR 10/06/2026 - 04:17 PM 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).

X

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)

BURGERWEESHUISPAD 101

(Street)

AMSTERDAM 1076 ER

(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)
10/05/2026

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	10/05/2026		S		16,220(1)	D	$231.12	938,465	D
Class A Shares	10/05/2026		S		61,210(2)	D	$232.37	877,255	D
Class A Shares	10/05/2026		S		56,426(3)	D	$233.19	820,829	D
Class A Shares	10/05/2026		S		48,845(4)	D	$234.21	771,984	D
Class A Shares	10/05/2026		S		106,718(5)	D	$235.24	665,266	D
Class A Shares	10/05/2026		S		73,588(6)	D	$235.99	591,678	D
Class A Shares	10/05/2026		S		18,224(7)	D	$237.15	573,454	D
Class A Shares	10/05/2026		S		48,655(8)	D	$238.22	524,799	D
Class A Shares	10/05/2026		S		48,061(9)	D	$239.23	476,738	D
Class A Shares	10/05/2026		S		14,853(10)	D	$240	461,885	D
Class A Shares	10/05/2026		S		1,200(11)	D	$241.02	460,685	D
Class A Shares	10/05/2026		S		6,000(12)	D	$243.5	454,685	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. Reflects the weighted average sale price on October 5, 2026. The shares were sold in multiple transactions at prices ranging from $230.67 to $231.66, inclusive. The reporting person undertakes to provide Nebius Group N.V., any shareholder of Nebius Group N.V., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within such range.

2. Reflects the weighted average sale price on October 5, 2026. The shares were sold in multiple transactions at prices ranging from $231.68 to $232.67, inclusive. The reporting person undertakes to provide Nebius Group N.V., any shareholder of Nebius Group N.V., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within such range.

3. Reflects the weighted average sale price on October 5, 2026. The shares were sold in multiple transactions at prices ranging from $232.68 to $233.67, inclusive. The reporting person undertakes to provide Nebius Group N.V., any shareholder of Nebius Group N.V., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within such range.

4. Reflects the weighted average sale price on October 5, 2026. The shares were sold in multiple transactions at prices ranging from $233.68 to $234.67, inclusive. The reporting person undertakes to provide Nebius Group N.V., any shareholder of Nebius Group N.V., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within such range.

5. Reflects the weighted average sale price on October 5, 2026. The shares were sold in multiple transactions at prices ranging from $234.68 to $235.67, inclusive. The reporting person undertakes to provide Nebius Group N.V., any shareholder of Nebius Group N.V., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within such range.

6. Reflects the weighted average sale price on October 5, 2026. The shares were sold in multiple transactions at prices ranging from $235.68 to $236.65, inclusive. The reporting person undertakes to provide Nebius Group N.V., any shareholder of Nebius Group N.V., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within such range.

7. Reflects the weighted average sale price on October 5, 2026. The shares were sold in multiple transactions at prices ranging from $236.68 to $237.66, inclusive. The reporting person undertakes to provide Nebius Group N.V., any shareholder of Nebius Group N.V., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within such range.

8. Reflects the weighted average sale price on October 5, 2026. The shares were sold in multiple transactions at prices ranging from $237.68 to $238.65, inclusive. The reporting person undertakes to provide Nebius Group N.V., any shareholder of Nebius Group N.V., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within such range.

9. Reflects the weighted average sale price on October 5, 2026. The shares were sold in multiple transactions at prices ranging from $238.68 to $239.65, inclusive. The reporting person undertakes to provide Nebius Group N.V., any shareholder of Nebius Group N.V., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within such range.

10. Reflects the weighted average sale price on October 5, 2026. The shares were sold in multiple transactions at prices ranging from $239.74 to $240.65, inclusive. The reporting person undertakes to provide Nebius Group N.V., any shareholder of Nebius Group N.V., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within such range.

11. Reflects the weighted average sale price on October 5, 2026. The shares were sold in multiple transactions at prices ranging from $240.99 to $241.04, inclusive. The reporting person undertakes to provide Nebius Group N.V., any shareholder of Nebius Group N.V., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within such range.

12. Reflects the weighted average sale price on October 5, 2026. The shares were sold in multiple transactions at prices ranging from $243.03 to $243.72, inclusive. The reporting person undertakes to provide Nebius Group N.V., any shareholder of Nebius Group N.V., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within such range.

Remarks:

The sales reported were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on May 22, 2026. The shares sold represent settled restricted share units constituting approximately 17% of the Reporting Person's granted equity in the Company. No further sales will be made under such trading plan. 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	10/06/2026
	** 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)