Nebius Group (NBIS) director, 10% owner sells 5,812 shares

Rhea-AI Filing Summary

Nebius Group N.V. director John Wilson Boynton IV reported open-market sales of 5,812 Class A Shares on June 15, 2026. The sales were executed in multiple transactions at prices generally between about $246 and $262 per share. Following these trades, he continues to hold a substantial direct position in Nebius Class A Shares.

Insider Trade Summary 10b5-1

Net Seller: 5,812 shares

Net Sell 10 txns

Insider Boynton John Wilson IV

Role Director

Sold 5,812 shs ($1.47M)

Type	Security	Shares	Price	Value
Sale	Class A Shares	100	$246.17	$25K
Sale	Class A Shares	200	$248.73	$50K
Sale	Class A Shares	3,206	$250.08	$802K
Sale	Class A Shares	200	$251.89	$50K
Sale	Class A Shares	200	$253.58	$51K
Sale	Class A Shares	200	$255.03	$51K
Sale	Class A Shares	100	$257.54	$26K
Sale	Class A Shares	606	$259.45	$157K
Sale	Class A Shares	900	$260.76	$235K
Sale	Class A Shares	100	$262.09	$26K

Holdings After Transaction: Class A Shares — 428,098 shares (Direct)

Footnotes (6)

1. F1. Reflects the weighted average sale price on June 15, 2026. The shares were sold in multiple transactions at prices ranging from $248.26 to $249.20, 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 June 15, 2026. The shares were sold in multiple transactions at prices ranging from $250.00 to $250.97, 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 June 15, 2026. The shares were sold in multiple transactions at prices ranging from $251.59 to $252.19, 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 June 15, 2026. The shares were sold in multiple transactions at prices ranging from?$253.37 to $253.78,?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 June 15, 2026. The shares were sold in multiple transactions at prices ranging from $259.12 to $259.97, 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 June 15, 2026. The shares were sold in multiple transactions at prices ranging from $260.25 to $261.23, 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.

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Form 4 Insider Transactions: What Each Field Means →

Available on EDGAR 06/15/2026 - 07:38 PM Accepted by SEC EDGAR 06/15/2026 - 07:37 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^*

Boynton John Wilson IV

(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)
06/15/2026

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	06/15/2026		S		100	D	$246.17	433,810	D
Class A Shares	06/15/2026		S		200(1)	D	$248.73	384,077	D
Class A Shares	06/15/2026		S		3,206(2)	D	$250.08	380,871	D
Class A Shares	06/15/2026		S		200(3)	D	$251.89	430,204	D
Class A Shares	06/15/2026		S		200(4)	D	$253.58	380,471	D
Class A Shares	06/15/2026		S		200	D	$255.03	429,804	D
Class A Shares	06/15/2026		S		100	D	$257.54	429,704	D
Class A Shares	06/15/2026		S		606(5)	D	$259.45	378,665	D
Class A Shares	06/15/2026		S		900(6)	D	$260.76	379,271	D
Class A Shares	06/15/2026		S		100	D	$262.09	428,098	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 June 15, 2026. The shares were sold in multiple transactions at prices ranging from $248.26 to $249.20, 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 June 15, 2026. The shares were sold in multiple transactions at prices ranging from $250.00 to $250.97, 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 June 15, 2026. The shares were sold in multiple transactions at prices ranging from $251.59 to $252.19, 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 June 15, 2026. The shares were sold in multiple transactions at prices ranging from?$253.37 to $253.78,?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 June 15, 2026. The shares were sold in multiple transactions at prices ranging from $259.12 to $259.97, 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 June 15, 2026. The shares were sold in multiple transactions at prices ranging from $260.25 to $261.23, 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:

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. Boynton	06/16/2026
	** 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)