Nebius director sells 6,958 shares under trading plan

Nebius Group N.V. director Boynton John Wilson IV reported open-market or private sales totaling 6,958 Class A Shares on July 15, 2026, across 11 non-derivative transactions.

Rhea-AI Filing Summary

Nebius Group N.V. director Boynton John Wilson IV reported open-market or private sales totaling 6,958 Class A Shares on July 15, 2026, across 11 non-derivative transactions. The shares were sold at weighted-average prices within multiple ranges between $187.74 and $202.59 per share, pursuant to a Rule 10b5-1 trading plan. Nebius is treated as a foreign private issuer, so these trades are exempt from Sections 16(b) and 16(c) of the Exchange Act.

Insider Trade Summary 10b5-1

Net Seller: 6,958 shares

Net Sell 11 txns

Insider Boynton John Wilson IV

Role Director

Sold 6,958 shs ($1.37M)

Type	Security	Shares	Price	Value
Sale	Class A Shares F1	200	$187.79	$38K
Sale	Class A Shares F2	200	$189.24	$38K
Sale	Class A Shares F3	400	$192.33	$77K
Sale	Class A Shares F4	700	$194.07	$136K
Sale	Class A Shares F5	1,200	$196.10	$235K
Sale	Class A Shares F6	1,500	$197.30	$296K
Sale	Class A Shares F7	500	$198.25	$99K
Sale	Class A Shares F8	1,058	$198.87	$210K
Sale	Class A Shares F9	300	$200.04	$60K
Sale	Class A Shares F10	300	$201.24	$60K
Sale	Class A Shares F11	600	$202.29	$121K

Holdings After Transaction: Class A Shares — 421,140 shares (Direct)

Footnotes (11)

1. F1. Reflects the weighted average sale price on July 15, 2026. The shares were sold in multiple transactions at prices ranging from?$187.74 to $187.84,?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 July 15, 2026. The shares were sold in multiple transactions at prices ranging from?$189.23 to $189.24,?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 July 15, 2026. The shares were sold in multiple transactions at prices ranging from?$191.97 to $192.69,?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 July 15, 2026. The shares were sold in multiple transactions at prices ranging from?$193.79 to $194.73,?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 July 15, 2026. The shares were sold in multiple transactions at prices ranging from?$195.53 to $196.49,?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 July 15, 2026. The shares were sold in multiple transactions at prices ranging from?$196.71 to $197.70,?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 July 15, 2026. The shares were sold in multiple transactions at prices ranging from?$197.72 to $198.68,?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 July 15, 2026. The shares were sold in multiple transactions at prices ranging from?$198.72 to $199.40,?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 July 15, 2026. The shares were sold in multiple transactions at prices ranging from?$199.78 to $200.53,?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 July 15, 2026. The shares were sold in multiple transactions at prices ranging from?$200.91 to $201.87,?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 July 15, 2026. The shares were sold in multiple transactions at prices ranging from?$201.93 to $202.59,?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

Shares sold: 6,958 Class A Shares Sale transactions: 11 transactions Lowest price range bound: $187.74 per share +1 more

4 metrics

Shares sold 6,958 Class A Shares Total non-derivative shares sold on July 15, 2026

Sale transactions 11 transactions Number of separate non-derivative sale entries reported

Lowest price range bound $187.74 per share Lowest end of weighted-average sale price ranges across all transactions

Highest price range bound $202.59 per share Highest end of weighted-average sale price ranges across all transactions

Key Terms

foreign private issuer, Rule 3a12-3(b), Sections 16(b) and 16(c), weighted average sale price

4 terms

foreign private issuer regulatory

"Due to the 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.

Rule 3a12-3(b) regulatory

"pursuant to Rule 3a12-3(b) under the Act..."

Sections 16(b) and 16(c) regulatory

"are exempt from Sections 16(b) and 16(c) of the Act."

weighted average sale price financial

"Reflects the weighted average sale price on July 15, 2026."

FAQ

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

What did Nebius Group (NBIS) director Boynton John Wilson IV sell in this filing?

He reported selling 6,958 Class A Shares of Nebius Group N.V. on July 15, 2026, in 11 non-derivative sale transactions. All were reported as open-market or private sales of the company’s Class A equity.

At what prices were the Nebius Group (NBIS) shares sold in this Form 4?

The reported weighted-average sale prices fell within multiple ranges between $187.74 and $202.59 per share. Each transaction’s footnote states that individual trades occurred within a narrower price band around its weighted-average price.

Were the Nebius Group (NBIS) share sales made under a Rule 10b5-1 plan?

Yes. The filing’s Rule 10b5-1 checkbox is checked, indicating the 6,958 Class A Shares sold on July 15, 2026, were transacted under a pre-arranged Rule 10b5-1 trading plan adopted in advance of these trades.

How many separate transactions did the Nebius Group (NBIS) Form 4 report?

The filing reports 11 separate non-derivative sale transactions in Nebius Group N.V. Class A Shares on July 15, 2026. Each line reflects a weighted-average sale price with an accompanying price range disclosed in its footnote.

Why are Nebius Group (NBIS) insider trades noted as exempt from Sections 16(b) and 16(c)?

Nebius Group N.V. is described as a foreign private issuer under Rule 3a12-3(b), so the reporting person’s transactions in its equity securities are stated to be exempt from Sections 16(b) and 16(c) of the Securities Exchange Act.

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

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Available on EDGAR 07/17/2026 - 12:49 PM Accepted by SEC EDGAR 07/17/2026 - 12:49 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)
07/15/2026

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	07/15/2026		S		200(1)	D	$187.79	427,898	D
Class A Shares	07/15/2026		S		200(2)	D	$189.24	427,698	D
Class A Shares	07/15/2026		S		400(3)	D	$192.33	427,298	D
Class A Shares	07/15/2026		S		700(4)	D	$194.07	426,598	D
Class A Shares	07/15/2026		S		1,200(5)	D	$196.1	425,398	D
Class A Shares	07/15/2026		S		1,500(6)	D	$197.3	423,898	D
Class A Shares	07/15/2026		S		500(7)	D	$198.25	423,398	D
Class A Shares	07/15/2026		S		1,058(8)	D	$198.87	422,340	D
Class A Shares	07/15/2026		S		300(9)	D	$200.04	422,040	D
Class A Shares	07/15/2026		S		300(10)	D	$201.24	421,740	D
Class A Shares	07/15/2026		S		600(11)	D	$202.29	421,140	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 July 15, 2026. The shares were sold in multiple transactions at prices ranging from?$187.74 to $187.84,?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 July 15, 2026. The shares were sold in multiple transactions at prices ranging from?$189.23 to $189.24,?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 July 15, 2026. The shares were sold in multiple transactions at prices ranging from?$191.97 to $192.69,?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 July 15, 2026. The shares were sold in multiple transactions at prices ranging from?$193.79 to $194.73,?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 July 15, 2026. The shares were sold in multiple transactions at prices ranging from?$195.53 to $196.49,?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 July 15, 2026. The shares were sold in multiple transactions at prices ranging from?$196.71 to $197.70,?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 July 15, 2026. The shares were sold in multiple transactions at prices ranging from?$197.72 to $198.68,?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 July 15, 2026. The shares were sold in multiple transactions at prices ranging from?$198.72 to $199.40,?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 July 15, 2026. The shares were sold in multiple transactions at prices ranging from?$199.78 to $200.53,?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 July 15, 2026. The shares were sold in multiple transactions at prices ranging from?$200.91 to $201.87,?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 July 15, 2026. The shares were sold in multiple transactions at prices ranging from?$201.93 to $202.59,?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:

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	07/17/2026
	** 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)