Nebius director now holds 14,987 Class A shares

Nebius director Matthew Weigand received 1,352 RSUs vesting in early 2027, with total direct holdings now 14,987 Class A Shares after fund-related distributions.

Rhea-AI Filing Summary

Nebius Group N.V. (symbol: NBIS) is the issuer of record for a Form 4 filing submitted to the SEC. Weigand Matthew Robert reported acquisition or exercise transactions in this Form 4 filing.

Nebius Group N.V. (NBIS) reported that director Matthew Robert Weigand received a grant of 1,352 restricted share units (RSUs) on September 1, 2026 under the company’s Amended and Restated Equity Incentive Plan. The RSUs vest in full on January 2, 2027, each settling into one Class A Share upon vesting. Following this update, his direct holdings are reported as 14,987 Class A Shares, after reflecting the distribution of 9,102 shares previously held through various Accel-affiliated funds to their limited partners and members for no consideration.

Insider Trade Summary

Grant/Award: 1,352 shares

Grant/Award 1 txn

Insider Weigand Matthew Robert

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Class A Shares F1, F2	1,352	$0.00	$0.00

Holdings After Transaction: Class A Shares — 14,987 shares (Direct)

Footnotes (2)

1. F1. Represents restricted share units ("RSUs") granted on September 1, 2026 under the Company's Amended and Restated Equity Incentive Plan, as amended on August 15, 2024. The RSUs vest in full on January 2, 2027. Each RSU represents a right to receive one Class A Share of Nebius upon vesting.
2. F2. These holdings have been updated to reflect 9,102 Class A Shares of Nebius that have been distributed by various Accel-affiliated funds, in each case to the limited partners or members of the distributing entity for no consideration, representing each limited partner's or member's pro-rata interest in such shares in accordance with the exemptions afforded by Rule 16a-13 of the Securities Exchange Act of 1934, as amended.

Key Figures

RSUs granted: 1,352 units Holdings after transaction: 14,987 Class A Shares Accel-affiliated funds distribution: 9,102 Class A Shares +2 more

5 metrics

RSUs granted 1,352 units Restricted share units granted to director on September 1, 2026

Holdings after transaction 14,987 Class A Shares Director’s direct Nebius holdings following the RSU grant and updates

Accel-affiliated funds distribution 9,102 Class A Shares Shares distributed by various Accel-affiliated funds to limited partners or members for no consideration

RSU vesting date January 2, 2027 Date when the 1,352 RSUs vest in full

Grant date September 1, 2026 Date RSUs were granted under the Equity Incentive Plan

Key Terms

restricted share units ("RSUs"), Amended and Restated Equity Incentive Plan, Rule 16a-13, foreign private issuer, +1 more

5 terms

restricted share units ("RSUs") financial

"Represents restricted share units ("RSUs") granted on September 1, 2026"

Amended and Restated Equity Incentive Plan financial

"granted on September 1, 2026 under the Company's Amended and Restated Equity Incentive Plan"

Rule 16a-13 regulatory

"in accordance with the exemptions afforded by Rule 16a-13 of the Securities Exchange Act"

foreign private issuer regulatory

"Due to the issuer's status as a foreign private issuer pursuant to Rule 3a12-3(b)"

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.

Sections 16(b) and 16(c) regulatory

"transactions in the issuer's equity securities are exempt from Sections 16(b) and 16(c) of the Act"

FAQ

What equity award did Nebius Group N.V. (NBIS) grant to director Matthew Weigand?

Nebius granted 1,352 restricted share units (RSUs) to director Matthew Robert Weigand on September 1, 2026 under its Amended and Restated Equity Incentive Plan. Each RSU represents a right to receive one Class A Share of Nebius upon vesting.

When do the new RSUs for NBIS director Matthew Weigand vest?

The 1,352 RSUs granted to Nebius director Matthew Weigand vest in full on January 2, 2027. Upon vesting, each RSU converts into one Class A Share of Nebius Group N.V.

How many Nebius (NBIS) Class A Shares does Matthew Weigand hold after this Form 4?

After the reported RSU grant and related updates, Matthew Weigand is shown as directly holding 14,987 Class A Shares of Nebius Group N.V., as reflected in the Form 4’s post-transaction holdings figure and updated for certain fund distributions.

What is the significance of the 9,102 Nebius Class A Shares mentioned in the footnote?

A footnote states that holdings were updated to reflect 9,102 Class A Shares of Nebius that were distributed by various Accel-affiliated funds to their limited partners or members for no consideration, in line with Rule 16a-13 exemptions.

Was the Nebius (NBIS) RSU grant to Matthew Weigand made under a Rule 10b5-1 trading plan?

No. The Form 4 indicates no Rule 10b5-1 trading plan for the reported transaction. It also notes that, as a foreign private issuer, Nebius-related transactions are exempt from Sections 16(b) and 16(c) of the Exchange Act.

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Available on EDGAR 09/03/2026 - 12:44 PM Accepted by SEC EDGAR 09/03/2026 - 12:43 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).

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^*

Weigand Matthew Robert

(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)
09/01/2026

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	09/01/2026		A		1,352(1)	A	$0	14,987(2)	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. Represents restricted share units ("RSUs") granted on September 1, 2026 under the Company's Amended and Restated Equity Incentive Plan, as amended on August 15, 2024. The RSUs vest in full on January 2, 2027. Each RSU represents a right to receive one Class A Share of Nebius upon vesting.

2. These holdings have been updated to reflect 9,102 Class A Shares of Nebius that have been distributed by various Accel-affiliated funds, in each case to the limited partners or members of the distributing entity for no consideration, representing each limited partner's or member's pro-rata interest in such shares in accordance with the exemptions afforded by Rule 16a-13 of the Securities Exchange Act of 1934, as amended.

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. Weigand	09/02/2026
	** 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)