Tax-driven Nebius (NBIS) CTO share sale of 13,489 shares disclosed

Rhea-AI Filing Summary

Nebius Group N.V. Chief Technology Officer Danila Shtan reported an automatic sale of 13,489 Class A Shares on March 31, 2026 at $98.7754 per share. The shares were sold upon vesting of restricted share units solely to cover estimated withholding taxes, under automatic sale instructions. Following the transaction, Shtan directly holds 307,378 Class A Shares. The filing states the sale was not a discretionary trade by the reporting person.

Insider Trade Summary

Net Seller: 13,489 shares ($1,332,381)

Net Sell 1 txn

Insider Shtan Danila

Role Chief Technology Officer

Sold 13,489 shs ($1.33M)

Type	Security	Shares	Price	Value
Sale	Class A Shares	13,489	$98.7754	$1.33M

Holdings After Transaction: Class A Shares — 307,378 shares (Direct)

Footnotes (1)

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Key Figures

Shares sold: 13,489 Class A Shares Sale price per share: $98.7754 per share Shares held after transaction: 307,378 Class A Shares

3 metrics

Shares sold 13,489 Class A Shares Open-market sale on March 31, 2026

Sale price per share $98.7754 per share Price for 13,489 Class A Shares sold

Shares held after transaction 307,378 Class A Shares Direct holdings following March 31, 2026 sale

Key Terms

restricted share units, withholding taxes, automatic sale instructions, Restricted Share Unit Agreement

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"

Restricted Share Unit Agreement financial

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

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^*

Shtan Danila

(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)
	Chief Technology Officer

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		13,489(1)	D	$98.7754	307,378	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/ Danila Shtan	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 (NBIS) report for CTO Danila Shtan?

Nebius reported that CTO Danila Shtan sold 13,489 Class A Shares at $98.7754 per share. The shares were sold automatically upon vesting of restricted share units to cover estimated withholding taxes, rather than as a discretionary open-market trade.

Was the Nebius (NBIS) CTO’s share sale a discretionary trade?

No, the filing states the sale was not a discretionary trade by the reporting person. Shares were sold pursuant to automatic sale instructions in the Restricted Share Unit Agreement solely to cover estimated withholding taxes triggered by vesting.

How many Nebius (NBIS) shares does the CTO hold after the reported sale?

After the transaction, CTO Danila Shtan directly holds 307,378 Class A Shares. This reflects his position following the automatic sale of 13,489 shares executed to cover estimated withholding taxes upon vesting of restricted share units.

What price was received in the Nebius (NBIS) CTO’s reported share sale?

The filing shows an average sale price of $98.7754 per Class A Share. This price applied to the 13,489 shares sold automatically upon restricted share unit vesting to cover estimated withholding taxes under the pre-set sale instructions.

Why were Nebius (NBIS) shares sold in connection with restricted share units?

According to the footnote, 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, rather than a voluntary trading decision by the CTO.