Nebius Group (NBIS) officer exercises options, sells 500K Class A shares under 10b5-1 plan

Rhea-AI Filing Summary

Nebius Group N.V. Chief Infrastructure Officer Andrey Korolenko reported an exercise-and-sale transaction in Class A Shares. He exercised stock options to acquire 500,000 Class A Shares at an exercise price of $100.0000 per share, then sold 500,000 Class A Shares in an open-market transaction at an average price of $203.2400 per share.

After these transactions, he directly holds 585,209 Class A Shares. The filing notes that the sales were made under a pre-arranged Rule 10b5-1 trading plan, indicating the sale timing was set in advance rather than decided on the trade date.

Insights

Equity compensation analyst

Korolenko exercised options for 500,000 Nebius shares and sold the same amount under a pre-set plan, retaining a sizable stake.

The transactions show a classic exercise-and-sell pattern. Andrey Korolenko exercised stock options covering 500,000 Class A Shares at an exercise price of $100.0000, then sold 500,000 Class A Shares at $203.2400 per share. This converts an option position into cash while still leaving him with direct ownership.

Following the trades, he directly owns 585,209 Class A Shares. The filing states the sales were executed under a Rule 10b5-1 trading plan adopted on December 2, 2025, which indicates these sales were scheduled in advance. The derivativeSummary shows no remaining option position from this grant, so all options reported here were exercised.

Insider Trade Summary

Net Seller: 500,000 shares ($101,620,000)

Net Sell 3 txns

Insider Korolenko Andrey

Role Chief Infrastructure Officer

Sold 500,000 shs ($101.62M)

Type	Security	Shares	Price	Value
Exercise	Stock Options	500,000	$0.00	--
Exercise	Class A Shares	500,000	$0.00	--
Sale	Class A Shares	500,000	$203.24	$101.62M

Holdings After Transaction: Stock Options — 1,500,000 shares (Direct, null); Class A Shares — 1,085,209 shares (Direct, null)

Footnotes (1)

1. The sales reported on this Form 4 were made pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on December 2, 2025. The options vested in quarterly installments beginning on March 31, 2025.

Key Figures

Shares sold: 500,000 shares Sale price: $203.2400 per share Options exercised: 500,000 shares +4 more

7 metrics

Shares sold 500,000 shares Class A Shares sold on May 13, 2026

Sale price $203.2400 per share Average sale price for Class A Shares

Options exercised 500,000 shares Stock options converted into Class A Shares

Option exercise price $100.0000 per share Exercise price of stock options

Shares owned after 585,209 shares Direct Class A Share holdings post-transaction

Trading plan adoption date December 2, 2025 Rule 10b5-1 plan governing reported sales

Option expiration April 10, 2035 Expiration date of exercised stock options

Key Terms

Rule 10b5-1 trading plan, stock options, exercise or conversion of derivative security, Class A Shares, +1 more

5 terms

Rule 10b5-1 trading plan regulatory

"The sales reported on this Form 4 were made pursuant to a Rule 10b5-1 trading plan adopted..."

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.

stock options financial

"The options vested in quarterly installments beginning on March 31, 2025."

Stock options are agreements that give a person the right to buy or sell a company's stock at a specific price within a certain time frame. They are often used as a reward or incentive, similar to a coupon that can be used later if the stock price rises, allowing the holder to make a profit.

exercise or conversion of derivative security financial

"transaction_code_description: Exercise or conversion of derivative security"

Class A Shares financial

"security_title: Class A Shares"

Class A shares are one of a company’s distinct types of stock that come with a specific set of rights—commonly different voting power, dividend treatment, or transfer rules—defined in the company’s charter. Investors care because those rights affect control, income and resale value; like holding a seat at a table that has different rules or stronger chips than other seats, owning Class A changes how much influence and return you can expect.

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^*

Korolenko Andrey

(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 Infrastructure Officer

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/13/2026

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	05/13/2026		M		500,000	A	$0	1,085,209	D
Class A Shares	05/13/2026		S		500,000(1)	D	$203.24	585,209	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
Stock Options	$100	05/13/2026		M			500,000	03/31/2025(2)	04/10/2035	Class A Shares	500,000	$0	1,500,000	D

Explanation of Responses:

1. The sales reported on this Form 4 were made pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on December 2, 2025.

2. The options vested in quarterly installments beginning on March 31, 2025.

Remarks:

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. Korolenko	05/15/2026
	** 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 transactions did NBIS executive Andrey Korolenko report on this Form 4?

Andrey Korolenko reported exercising stock options for 500,000 Nebius Group Class A Shares and selling 500,000 Class A Shares in an open-market transaction. The sale price averaged $203.2400 per share, while the option exercise price was $100.0000 per share.

How many Nebius Group (NBIS) shares does Andrey Korolenko own after the reported transactions?

After the transactions, Andrey Korolenko directly holds 585,209 Nebius Group Class A Shares. This figure reflects his position following the exercise of 500,000 stock options into shares and the subsequent sale of 500,000 Class A Shares on the same date.

Were Andrey Korolenko’s Nebius Group (NBIS) share sales pre-planned under Rule 10b5-1?

Yes. The filing states the sales were made under a Rule 10b5-1 trading plan adopted by Andrey Korolenko on December 2, 2025. Such plans pre-schedule trades, indicating the sale timing was determined in advance rather than chosen on the transaction date.

What were the key prices in Andrey Korolenko’s Nebius Group (NBIS) Form 4 transactions?

The stock options were exercised at an exercise price of $100.0000 per share into 500,000 Class A Shares. Those 500,000 Class A Shares were then sold in an open-market transaction at an average price of $203.2400 per share, according to the Form 4.

What happened to Andrey Korolenko’s Nebius Group (NBIS) stock options in this Form 4?

He exercised stock options covering 500,000 underlying Class A Shares with a stated exercise price of $100.0000 per share. The derivative section of the filing shows this exercise, and no remaining derivative position from this grant appears in the derivative summary afterward.