Nebius Group (NBIS) director sells 50,000 shares in plan

Rhea-AI Filing Summary

Nebius Group N.V. (NBIS) director Ryan Charles E reported six open‑market sales of Class A Shares on August 14, 2026, totaling 50,000 shares. Reported weighted average sale prices ranged from $263.32 to $269.64 per share, each based on multiple trades within the stated intraday price ranges. The reporting person affirmed these trades were made pursuant to a Rule 10b5-1 trading plan. Nebius Group N.V. is described as a foreign private issuer, and the filing notes that its equity securities are exempt from Sections 16(b) and 16(c) of the Exchange Act.

Insider Trade Summary 10b5-1

Net Seller: 50,000 shares

Net Sell 6 txns

Insider Ryan Charles E

Role Director

Sold 50,000 shs ($13.28M)

Type	Security	Shares	Price	Value
Sale	Class A Shares F1	13,315	$263.32	$3.51M
Sale	Class A Shares F2	9,283	$264.78	$2.46M
Sale	Class A Shares F3	10,113	$265.45	$2.68M
Sale	Class A Shares F4	9,622	$266.67	$2.57M
Sale	Class A Shares	5,000	$268.61	$1.34M
Sale	Class A Shares F5	2,667	$269.64	$719K

Holdings After Transaction: Class A Shares — 272,533 shares (Direct)

Footnotes (5)

1. F1. Reflects the weighted average sale price of $263.32 on August 14, 2026. The shares were sold in multiple transactions at prices ranging from $263.14 to $264.16, 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 of $264.78 on August 14, 2026. The shares were sold in multiple transactions at prices ranging from $264.18 to $264.96, 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 of $265.45 on August 14, 2026. The shares were sold in multiple transactions at prices ranging from $265.39 to $265.53, 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 of $266.67 on August 14, 2026. The shares were sold in multiple transactions at prices ranging from $266.06 to $266.92, 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 of $269.64 on August 14, 2026. The shares were sold in multiple transactions at prices ranging from $269.62 to $269.74, 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: 50,000 shares Shares Sold Tranche 1: 13,315 shares Shares Sold Tranche 2: 9,283 shares +4 more

7 metrics

Total Shares Sold 50,000 shares Aggregate Class A Shares sold by the director on August 14, 2026

Shares Sold Tranche 1 13,315 shares Class A Shares sold at a weighted average price of $263.32 on August 14, 2026

Shares Sold Tranche 2 9,283 shares Class A Shares sold at a weighted average price of $264.78 on August 14, 2026

Shares Sold Tranche 3 10,113 shares Class A Shares sold at a weighted average price of $265.45 on August 14, 2026

Shares Sold Tranche 4 9,622 shares Class A Shares sold at a weighted average price of $266.67 on August 14, 2026

Shares Sold Tranche 5 5,000 shares Class A Shares sold at a price of $268.61 on August 14, 2026

Shares Sold Tranche 6 2,667 shares Class A Shares sold at a weighted average price of $269.64 on August 14, 2026

Key Terms

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

4 terms

Rule 10b5-1 regulatory

"the Rule 10b5-1 checkbox is marked, indicating trades under a 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.

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.

weighted average sale price financial

"Reflects the weighted average sale price of $263.32 on August 14, 2026"

Sections 16(b) and 16(c) regulatory

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

FAQ

What insider transaction did Nebius Group N.V. (NBIS) report for August 14, 2026?

Nebius Group N.V. reported that director Ryan Charles E sold 50,000 Class A Shares on August 14, 2026 in six open‑market transactions, as disclosed in a Form 4 insider filing.

At what prices were Nebius Group N.V. (NBIS) shares sold by the director?

The reported weighted average sale prices ranged from $263.32 to $269.64 per share, with each price reflecting multiple trades within narrower intraday ranges described in the filing footnotes.

How many separate transactions did the Nebius Group N.V. (NBIS) director execute?

The Form 4 shows six separate sale transactions in Nebius Group N.V. Class A Shares on August 14, 2026, all coded as open‑market or private sales of non‑derivative equity securities.

Were the Nebius Group N.V. (NBIS) insider sales under a Rule 10b5-1 trading plan?

Yes. The filing indicates the Rule 10b5-1 checkbox is marked, meaning the reported sales on August 14, 2026 were executed pursuant to a pre‑arranged trading plan under Rule 10b5-1.

What regulatory status of Nebius Group N.V. (NBIS) is highlighted in the Form 4?

Nebius Group N.V. is identified as a foreign private issuer, and the filing notes that transactions in its equity securities are exempt from Sections 16(b) and 16(c) of the Exchange Act.

Who is the reporting person in the Nebius Group N.V. (NBIS) insider filing?

The reporting person is Ryan Charles E, identified as a director of Nebius Group N.V., with no officer role or ten‑percent owner status indicated in the Form 4 data.

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Form 4 Insider Transactions: What Each Field Means →

Available on EDGAR 08/18/2026 - 05:39 PM Accepted by SEC EDGAR 08/18/2026 - 05:38 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^*

Ryan Charles E

(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)
08/14/2026

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	08/14/2026		S		13,315(1)	D	$263.32	309,218	D
Class A Shares	08/14/2026		S		9,283(2)	D	$264.78	299,935	D
Class A Shares	08/14/2026		S		10,113(3)	D	$265.45	289,822	D
Class A Shares	08/14/2026		S		9,622(4)	D	$266.67	280,200	D
Class A Shares	08/14/2026		S		5,000	D	$268.61	275,200	D
Class A Shares	08/14/2026		S		2,667(5)	D	$269.64	272,533	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 of $263.32 on August 14, 2026. The shares were sold in multiple transactions at prices ranging from $263.14 to $264.16, 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 of $264.78 on August 14, 2026. The shares were sold in multiple transactions at prices ranging from $264.18 to $264.96, 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 of $265.45 on August 14, 2026. The shares were sold in multiple transactions at prices ranging from $265.39 to $265.53, 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 of $266.67 on August 14, 2026. The shares were sold in multiple transactions at prices ranging from $266.06 to $266.92, 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 of $269.64 on August 14, 2026. The shares were sold in multiple transactions at prices ranging from $269.62 to $269.74, 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:

Exhibit 24 - Power of Attorney; 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. Ryan	08/18/2026
	** 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)