Nebius director granted 1,352 RSUs in stock award

Nebius Group N.V. director Boynton John Wilson IV was granted 1,352 RSUs that vest in early 2027, increasing his direct Class A Share holdings.

Rhea-AI Filing Summary

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

Nebius Group N.V. (NBIS) reported that director Boynton John Wilson IV received an equity award 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, with each RSU delivering one Class A Share upon vesting.

Following this grant, Wilson holds 417,196 Class A Shares directly. The award was made at a stated price of $0.00 per share as a grant, and no transactions were reported under a Rule 10b5-1 trading plan.

Insider Trade Summary

Grant/Award: 1,352 shares

Grant/Award 1 txn

Insider Boynton John Wilson IV

Role Director

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

Holdings After Transaction: Class A Shares — 417,196 shares (Direct)

Footnotes (1)

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.

Key Figures

RSUs granted: 1,352 RSUs Vesting date: January 2, 2027 Shares held after transaction: 417,196 Class A Shares +1 more

4 metrics

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

Vesting date January 2, 2027 Date on which the 1,352 RSUs vest in full

Shares held after transaction 417,196 Class A Shares Director's direct holdings following the RSU grant

Grant price per share $0.00 per share Stated price for the RSU grant coded as an acquisition (A)

Key Terms

restricted share units, Equity Incentive Plan, foreign private issuer

3 terms

restricted share units financial

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

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.

Equity Incentive Plan financial

"under the Company's Amended and Restated Equity Incentive Plan"

An equity incentive plan is a program that gives employees, executives or directors the right to receive company stock or options to buy stock as part of their pay. Think of it as offering slices of future company profit to motivate people to boost long‑term performance; for investors it matters because it can align employee goals with shareholder value but also increases the number of shares outstanding, which can dilute existing ownership.

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.

FAQ

What equity award did Nebius Group N.V. (NBIS) grant to director Boynton John Wilson IV?

Nebius Group N.V. granted 1,352 restricted share units (RSUs) to director Boynton John Wilson IV on September 1, 2026. The RSUs vest in full on January 2, 2027, with each RSU converting into one Class A Share upon vesting.

When do the new RSUs granted by NBIS to Boynton John Wilson IV vest?

The RSUs granted to Boynton John Wilson IV by Nebius Group N.V. on September 1, 2026 vest in full on January 2, 2027. After vesting, each RSU represents the right to receive one Class A Share of Nebius Group N.V.

How many Nebius Group (NBIS) Class A Shares does Boynton John Wilson IV hold after this Form 4 transaction?

After the reported RSU grant, Boynton John Wilson IV holds 417,196 Class A Shares of Nebius Group N.V. directly. This figure reflects his ownership following the acquisition of 1,352 RSUs reported in the Form 4.

What is the transaction type reported in this NBIS Form 4 for Boynton John Wilson IV?

The Form 4 reports a grant or award acquisition of 1,352 Class A Share-equivalent RSUs to director Boynton John Wilson IV. The transaction is coded as an acquisition (code A), not an open-market purchase or sale, and carries a grant price of $0.00 per share.

Was the Nebius Group (NBIS) RSU grant to Boynton John Wilson IV made under a Rule 10b5-1 plan?

No. The filing indicates no Rule 10b5-1 trading plan for this transaction. The document-level checkbox for Rule 10b5-1 plans is marked false, and the footnotes do not reference any pre-arranged trading arrangement for this RSU grant.

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Available on EDGAR 09/03/2026 - 10:59 AM Accepted by SEC EDGAR 09/03/2026 - 10:58 AM 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^*

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)
09/01/2026

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	417,196	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.

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	09/03/2026
	** 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)