Nebius CEO granted 1,352 RSUs in stock award

CEO Arkadiy Volozh received 1,352 RSUs in Nebius Group N.V., set to vest on January 2, 2027.

Rhea-AI Filing Summary

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

Nebius Group N.V. (NBIS) reported that CEO and director Arkadiy Volozh received a grant of 1,352 restricted share units (RSUs) on September 1, 2026 under the company's Amended and Restated Equity Incentive Plan. These RSUs vest in full on January 2, 2027, with each RSU delivering one Class A Share upon vesting.

Following this award, Volozh's direct holdings total 823,014 Class A Shares. The company is identified as a foreign private issuer, and the filing notes that the reporting person's transactions are exempt from Sections 16(b) and 16(c) of the Securities Exchange Act.

Insider Trade Summary

Grant/Award: 1,352 shares

Grant/Award 1 txn

Insider Volozh Arkadiy

Role CEO

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

Holdings After Transaction: Class A Shares — 823,014 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 Shares following transaction: 823,014 Class A Shares RSU vesting date: January 2, 2027 +1 more

4 metrics

RSUs granted 1,352 RSUs Restricted share units granted on September 1, 2026 to the CEO under the equity plan

Shares following transaction 823,014 Class A Shares Direct holdings of Arkadiy Volozh after the RSU grant

RSU vesting date January 2, 2027 Date when the granted RSUs vest in full

Transaction date September 1, 2026 Date of the RSU grant under the equity incentive plan

Key Terms

restricted share units ("RSUs"), Amended and Restated Equity Incentive Plan, foreign private issuer, Sections 16(b) and 16(c), +1 more

5 terms

restricted share units ("RSUs") financial

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

Amended and Restated Equity Incentive Plan financial

"granted on September 1, 2026 under the Company's Amended and Restated Equity Incentive Plan"

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.

Sections 16(b) and 16(c) regulatory

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

Rule 3a12-3(b) regulatory

"foreign private issuer pursuant to Rule 3a12-3(b) under the Act"

FAQ

What insider transaction did Nebius Group N.V. (NBIS) disclose for Arkadiy Volozh?

Nebius Group N.V. disclosed that CEO and director Arkadiy Volozh received a grant of 1,352 restricted share units (RSUs) on September 1, 2026, under the company's Amended and Restated Equity Incentive Plan.

When do the newly granted RSUs to the NBIS CEO vest?

The RSUs granted to the Nebius Group N.V. CEO on September 1, 2026 vest in full on January 2, 2027. Upon vesting, each RSU entitles the holder to receive one Class A Share of Nebius.

How many Nebius Group N.V. (NBIS) shares does Arkadiy Volozh hold after this Form 4 transaction?

After the reported RSU grant, Arkadiy Volozh is shown as directly holding 823,014 Class A Shares of Nebius Group N.V., according to the Form 4 data.

What type of security was granted to the NBIS CEO in this Form 4?

The Nebius Group N.V. CEO received restricted share units (RSUs), with each RSU representing a right to receive one Class A Share of Nebius upon vesting, rather than an immediate issuance of common shares.

Is the Nebius Group N.V. (NBIS) insider transaction subject to Sections 16(b) and 16(c)?

No. The filing states that, due to Nebius Group N.V.'s status as a foreign private issuer under Rule 3a12-3(b), the reporting person's transactions in the issuer's equity securities are exempt from Sections 16(b) and 16(c) of the Exchange Act.

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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^*

Volozh Arkadiy

(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	X	10% Owner
X	Officer (give title below)		Other (specify below)
	CEO

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	823,014	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. Volozh	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)