Nebius Group (NBIS) officer sells 26,976 shares in tax-related RSU sale

Rhea-AI Filing Summary

Nebius Group N.V. Chief Infrastructure Officer Andrey Korolenko sold 26,976 Class A Shares at $98.7754 each. The shares were sold upon the vesting of restricted share units solely to cover estimated withholding taxes under automatic sale instructions, so this was not a discretionary trade. After the transaction, he directly holds 616,566 Class A Shares.

Insider Trade Summary

Net Seller: 26,976 shares ($2,664,565)

Net Sell 1 txn

Insider Korolenko Andrey

Role Chief Infrastructure Officer

Sold 26,976 shs ($2.66M)

Type	Security	Shares	Price	Value
Sale	Class A Shares	26,976	$98.7754	$2.66M

Holdings After Transaction: Class A Shares — 616,566 shares (Direct)

Footnotes (1)

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Key Figures

Shares sold: 26,976 shares Sale price: $98.7754 per share Shares held after transaction: 616,566 shares +1 more

4 metrics

Shares sold 26,976 shares Class A Shares sold on 2026-03-31

Sale price $98.7754 per share Open-market sale price

Shares held after transaction 616,566 shares Direct Class A holdings after sale

Net shares sold 26,976 shares Net buy/sell shares from transactionSummary

Key Terms

restricted share units, withholding taxes, automatic sale instructions, open-market sale, +1 more

5 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

"The shares were 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"

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.

restricted share unit agreement financial

"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^*

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)
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		26,976(1)	D	$98.7754	616,566	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/ Andrey Korolenko	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 Group (NBIS) report for Andrey Korolenko?

Nebius Group reported that Chief Infrastructure Officer Andrey Korolenko sold 26,976 Class A Shares at $98.7754 per share. The sale was tied to restricted share unit vesting and used to cover estimated tax withholding obligations.

Was the Nebius (NBIS) share sale by Andrey Korolenko a discretionary trade?

No. The filing states the sale was not a discretionary trade by Andrey Korolenko. Shares were sold automatically under sale instructions in the Restricted Share Unit Agreement to cover estimated withholding taxes upon RSU vesting.

How many Nebius (NBIS) shares does Andrey Korolenko hold after this transaction?

After the tax-related sale, Andrey Korolenko directly holds 616,566 Class A Shares of Nebius Group N.V. This figure reflects his position immediately following the reported open-market sale linked to restricted share unit vesting.

What price did Nebius executive Andrey Korolenko receive for the sold NBIS shares?

The filing reports that Andrey Korolenko’s 26,976 Class A Shares were sold at an average price of $98.7754 per share. These sales occurred in the open market specifically to fund estimated withholding taxes on vested restricted share units.

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

The shares were sold when restricted share units vested to cover estimated withholding taxes. Automatic sale instructions in the relevant Restricted Share Unit Agreement triggered the transactions, rather than a discretionary decision to sell by the executive.