Nebius Group (NBIS) CRO records automatic tax sale of 10,776 Class A shares

Rhea-AI Filing Summary

Nebius Group N.V. Chief Revenue Officer Marc Boroditsky reported an automatic sale of Class A Shares primarily tied to tax obligations. He sold 10,776 Class A Shares at an average price of $276.2002 per share and held 26,886 shares afterward. According to the footnote, the shares were sold upon vesting of restricted share units solely to cover estimated withholding taxes under automatic sale instructions, so the transaction was not a discretionary trade.

Insider Trade Summary

Net Seller: 10,776 shares ($2,976,333)

Net Sell 1 txn

Insider Boroditsky Marc

Role Chief Revenue Officer

Sold 10,776 shs ($2.98M)

Type	Security	Shares	Price	Value
Sale	Class A Shares	10,776	$276.2002	$2.98M

Holdings After Transaction: Class A Shares — 26,886 shares (Direct, null)

Footnotes (1)

1. [object Object]

Key Figures

Shares sold: 10,776 shares Average sale price: $276.2002 per share Shares held after transaction: 26,886 shares +2 more

5 metrics

Shares sold 10,776 shares Class A Shares sold on 2026-06-02

Average sale price $276.2002 per share Open-market sale to cover taxes

Shares held after transaction 26,886 shares Direct ownership following sale

Net share direction -10,776 shares Net-sell based on transactionSummary

Insider role Chief Revenue Officer Officer title of reporting person

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

"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.

Form 4 regulatory

"INSIDER FILING DATA (Form 4)"

Form 4 is a official document that company insiders, such as executives or major shareholders, file with regulators whenever they buy or sell company shares. It provides transparency about how those with inside knowledge are trading, helping investors see if insiders are confident in the company's prospects or may be selling for personal reasons. This information can influence investor decisions by revealing insiders' perspectives on the company's value.

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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^*

Boroditsky Marc

(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 Revenue Officer

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
06/02/2026

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	06/02/2026		S		10,776(1)	D	$276.2002	26,886	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.

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. Boroditsky	06/03/2026
	** 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 Marc Boroditsky?

Nebius Group reported that Chief Revenue Officer Marc Boroditsky sold 10,776 Class A Shares. The shares were automatically sold upon vesting of restricted share units to cover estimated withholding taxes, rather than as a discretionary open‑market trade.

At what price were Marc Boroditsky’s Nebius Group (NBIS) shares sold?

The 10,776 Class A Shares were sold at an average price of $276.2002 per share. This price reflects the execution level for the automatic sale used to satisfy estimated withholding tax obligations tied to restricted share unit vesting.

How many Nebius Group (NBIS) shares does Marc Boroditsky hold after the reported sale?

After the transaction, Marc Boroditsky directly holds 26,886 Class A Shares. This remaining position shows that only a portion of his holdings was sold, primarily to cover tax obligations associated with restricted share unit vesting.

Was Marc Boroditsky’s Nebius Group (NBIS) share sale a discretionary trade?

The sale was not discretionary. A footnote explains the shares were sold automatically upon vesting of restricted share units solely to cover estimated withholding taxes, following automatic sale instructions in the relevant Restricted Share Unit Agreement.

What role does Marc Boroditsky hold at Nebius Group (NBIS)?

Marc Boroditsky serves as Chief Revenue Officer at Nebius Group N.V. His Form 4 filing reflects personal equity activity in the company’s Class A Shares, specifically an automatic tax‑related sale connected to restricted share unit vesting.

What does the Nebius Group (NBIS) Form 4 say about restricted share units?

The Form 4 notes that the sold shares were issued upon vesting of restricted share units. The resulting sale occurred solely to cover estimated withholding taxes under automatic instructions in the Restricted Share Unit Agreement, rather than active trading decisions.