Nebius CFO sells 470 shares at $196 for taxes

CFO Alonso Sanchez Maria del Dado’s 470 share sale was automatic to cover withholding taxes, leaving him with 12,202 Class A shares.

Rhea-AI Filing Summary

Nebius Group N.V. (NBIS) reports that CFO Alonso Sanchez Maria del Dado sold 470 Class A Shares on September 1, 2026 at $196.00 per share. The filing states the shares were sold automatically upon vesting of restricted share units solely to cover estimated withholding taxes, and not as a discretionary trade. Following this transaction, the CFO holds 12,202 Class A Shares directly.

Insider Trade Summary

Net Seller: 470 shares

Net Sell 1 txn

Insider Alonso Sanchez Maria del Dado

Role CFO

Sold 470 shs ($92K)

Type	Security	Shares	Price	Value
Sale	Class A Shares F1	470	$196.00	$92K

Holdings After Transaction: Class A Shares — 12,202 shares (Direct)

Footnotes (1)

1. F1. 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.

Key Figures

Shares sold: 470 Class A Shares Sale price per share: $196.00 per share Shares held after transaction: 12,202 Class A Shares +1 more

4 metrics

Shares sold 470 Class A Shares Sale by CFO on September 1, 2026

Sale price per share $196.00 per share Open-market or private sale on September 1, 2026

Shares held after transaction 12,202 Class A Shares Direct ownership by CFO following the reported sale

Net shares sold in filing 470 shares Net-sell direction across all reported transactions

Key Terms

foreign private issuer, restricted share units, withholding taxes, automatic sale instructions, +1 more

5 terms

foreign private issuer regulatory

"Due to the issuer's status as a foreign private issuer pursuant"

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.

restricted share units financial

"sold upon the vesting of restricted share units solely to cover"

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

"solely to cover estimated withholding taxes, pursuant to automatic"

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"

Sections 16(b) and 16(c) regulatory

"equity securities are exempt from Sections 16(b) and 16(c)"

FAQ

What insider transaction did Nebius Group N.V. (NBIS) disclose for its CFO?

The CFO, Alonso Sanchez Maria del Dado, reported selling 470 Class A Shares of Nebius Group N.V. on September 1, 2026 at $196.00 per share, in connection with the vesting of restricted share units to cover estimated withholding taxes.

Was the NBIS CFO’s September 1, 2026 share sale a discretionary trade?

No. The filing states the sale was not a discretionary trade by the CFO. The shares were sold automatically pursuant to automatic sale instructions in the Restricted Share Unit Agreement to cover estimated withholding taxes on vesting.

How many Nebius Group (NBIS) shares does the CFO hold after this transaction?

After the September 1, 2026 transaction, the CFO directly holds 12,202 Class A Shares of Nebius Group N.V., according to the filing’s post-transaction ownership figure.

At what price were Nebius Group (NBIS) shares sold in this Form 4 filing?

The reported sale price was $196.00 per Class A Share for the 470 shares sold on September 1, 2026, as disclosed in the insider transaction details.

Are Nebius Group (NBIS) insider trades subject to Section 16(b) and 16(c)?

The remarks state that Nebius Group N.V. is a foreign private issuer under Rule 3a12-3(b), so 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 09/02/2026 - 11:49 AM Accepted by SEC EDGAR 09/02/2026 - 11:49 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^*

Alonso Sanchez Maria del Dado

(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)
	CFO

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		S		470(1)	D	$196	12,202	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 Ms. Alonso Sanchez	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)