Nebius director sells 6,364 shares in plan trade

Director John Wilson Boynton IV reported multiple open-market sales of Nebius Group N.V.

Rhea-AI Filing Summary

Director John Wilson Boynton IV reported multiple open-market sales of Nebius Group N.V. (NBIS) Class A Shares on September 15, 2026, under a Rule 10b5-1 trading plan. Across nine non-derivative transactions, he sold a total of 6,364 shares at weighted average prices generally between about $207 and $216 per share, with each tranche executed in narrower price ranges disclosed in the footnotes.

Insider Trade Summary 10b5-1

Net Seller: 6,364 shares

Net Sell 9 txns

Insider Boynton John Wilson IV

Role Director

Sold 6,364 shs ($1.34M)

Type	Security	Shares	Price	Value
Sale	Class A Shares F1	1,264	$207.67	$262K
Sale	Class A Shares F2	1,900	$208.84	$397K
Sale	Class A Shares F3	1,100	$209.74	$231K
Sale	Class A Shares F4	400	$210.53	$84K
Sale	Class A Shares F5	200	$211.88	$42K
Sale	Class A Shares F6	300	$213.40	$64K
Sale	Class A Shares F7	900	$214.81	$193K
Sale	Class A Shares F8	200	$215.59	$43K
Sale	Class A Shares	100	$216.52	$22K

Holdings After Transaction: Class A Shares — 410,832 shares (Direct)

Footnotes (8)

1. F1. Reflects the weighted average sale price on September 15, 2026. The shares were sold in multiple transactions at prices ranging from $207.17 to $208.14, 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 September 15, 2026. The shares were sold in multiple transactions at prices ranging from $208.30 to $209.27, 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 September 15, 2026. The shares were sold in multiple transactions at prices ranging from $209.32 to $210.25, 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 September 15, 2026. The shares were sold in multiple transactions at prices ranging from $210.38 to $210.77, 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 September 15, 2026. The shares were sold in multiple transactions at prices ranging from $211.70 to $212.05, 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 September 15, 2026. The shares were sold in multiple transactions at prices ranging from $212.89 to $213.59, 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.
7. F7. Reflects the weighted average sale price on September 15, 2026. The shares were sold in multiple transactions at prices ranging from $214.42 to $215.18, 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 September 15, 2026. The shares were sold in multiple transactions at prices ranging from $215.52 to $215.65, 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

Total shares sold: 6,364 Class A Shares Largest single tranche: 1,900 Class A Shares Price example (lowest weighted average): $207.67 per share +2 more

5 metrics

Total shares sold 6,364 Class A Shares Aggregate insider sales on September 15, 2026

Largest single tranche 1,900 Class A Shares Sale at weighted average price of $208.84 on September 15, 2026

Price example (lowest weighted average) $207.67 per share Weighted average sale price for 1,264-share tranche on September 15, 2026

Price example (highest reported price) $216.52 per share Weighted average sale price for 100-share tranche on September 15, 2026

Number of sale transactions 9 transactions Non-derivative open-market or private sales of Class A Shares

Key Terms

foreign private issuer, Rule 10b5-1, Section 16(b), weighted average sale price

4 terms

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.

Rule 10b5-1 regulatory

"affirms that the transactions were made under a Rule 10b5-1 trading plan"

Rule 10b5-1 is a regulation that allows company insiders to buy or sell their shares at predetermined times, even if they have access to non-public information. It acts like setting a schedule in advance for transactions, helping prevent accusations of unfair trading. This rule provides a way for insiders to plan trades transparently, giving investors confidence that these transactions are not based on hidden information.

Section 16(b) regulatory

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

A federal rule that requires company insiders—like officers, directors and large shareholders—to return any profits made from buying and selling the company’s stock within a six-month window. It matters to investors because it discourages short-term trades that could exploit non-public information and helps protect outside shareholders by creating a simple, enforceable way to recover unfair gains, much like a rule stopping someone from flipping a limited-edition item for quick profit after getting early access.

weighted average sale price financial

"Reflects the weighted average sale price on September 15, 2026"

FAQ

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

What insider activity did Nebius Group N.V. (NBIS) disclose in this Form 4?

The filing reports that director John Wilson Boynton IV sold a total of 6,364 Class A Shares of Nebius Group N.V. in a series of open-market transactions on September 15, 2026.

How many Nebius Group N.V. (NBIS) shares were sold and at what prices?

Across nine transactions, the director sold 6,364 Class A Shares at weighted average prices ranging from about $207.67 to $216.52 per share, with each tranche executed within specific price ranges detailed in the footnotes.

Were the NBIS insider sales made under a Rule 10b5-1 trading plan?

Yes. The Form 4 indicates the transactions were made pursuant to a Rule 10b5-1 trading plan, meaning the trades were pre-arranged under a written plan rather than being initiated at the time of sale.

What is the largest single-tranche sale reported for Nebius Group N.V. (NBIS)?

The largest single-tranche sale reported is 1,900 Class A Shares on September 15, 2026 at a weighted average price of $208.84 per share, executed through multiple trades within a price range of $208.30 to $209.27.

Does the Form 4 state how many NBIS shares the director holds after these sales?

No. Each transaction row shows the post-transaction holdings field as null, so the director’s remaining Nebius Group N.V. Class A share holdings are not specified in this Form 4.

Are Nebius Group N.V. (NBIS) insider transactions subject to Section 16(b) and 16(c)?

The filing notes that, because Nebius Group N.V. is a foreign private issuer, the reporting person’s transactions in its equity securities are 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 09/17/2026 - 03:23 PM Accepted by SEC EDGAR 09/17/2026 - 03:22 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)
09/15/2026

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	09/15/2026		S		1,264(1)	D	$207.67	415,932	D
Class A Shares	09/15/2026		S		1,900(2)	D	$208.84	414,032	D
Class A Shares	09/15/2026		S		1,100(3)	D	$209.74	412,932	D
Class A Shares	09/15/2026		S		400(4)	D	$210.53	412,532	D
Class A Shares	09/15/2026		S		200(5)	D	$211.88	412,332	D
Class A Shares	09/15/2026		S		300(6)	D	$213.4	412,032	D
Class A Shares	09/15/2026		S		900(7)	D	$214.81	411,132	D
Class A Shares	09/15/2026		S		200(8)	D	$215.59	410,932	D
Class A Shares	09/15/2026		S		100	D	$216.52	410,832	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 September 15, 2026. The shares were sold in multiple transactions at prices ranging from $207.17 to $208.14, 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 September 15, 2026. The shares were sold in multiple transactions at prices ranging from $208.30 to $209.27, 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 September 15, 2026. The shares were sold in multiple transactions at prices ranging from $209.32 to $210.25, 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 September 15, 2026. The shares were sold in multiple transactions at prices ranging from $210.38 to $210.77, 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 September 15, 2026. The shares were sold in multiple transactions at prices ranging from $211.70 to $212.05, 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 September 15, 2026. The shares were sold in multiple transactions at prices ranging from $212.89 to $213.59, 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.

7. Reflects the weighted average sale price on September 15, 2026. The shares were sold in multiple transactions at prices ranging from $214.42 to $215.18, 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 September 15, 2026. The shares were sold in multiple transactions at prices ranging from $215.52 to $215.65, 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	09/17/2026
	** 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)