STOCK TITAN

Nebius CRO sells 7,000 shares after option exercise

(Neutral)
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Nebius Group N.V. (NBIS) reported that Chief Revenue Officer Marc Boroditsky exercised options for a total of 7,000 Class A shares at an exercise price of $40.00 per share on September 14, 2026 and sold the same 7,000 shares that day in market transactions. The sales were made under a Rule 10b5-1 trading plan adopted on June 15, 2026, and the company notes its status as a foreign private issuer exempts these transactions from certain U.S. short-swing profit rules.

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Negative

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Insider Boroditsky Marc
Role Chief Revenue Officer
Sold 7,000 shs ($1.46M)
Approx. gross sale proceeds $1.46M
Approx. exercise cost $280K
Approx. pre-tax spread $1.18M
Type Security Shares Price Value
Exercise Stock Options F2 5,000 $0.00 $0.00
Exercise Stock Options F2 2,000 $0.00 $0.00
Exercise Class A Shares 5,000 $0.00 $0.00
Sale Class A Shares F1 5,000 $209.26 $1.05M
Exercise Class A Shares 2,000 $0.00 $0.00
Sale Class A Shares F1 2,000 $208.63 $417K
Holdings After Transaction: Stock Options — 343,000 contracts (Direct); Class A Shares — 0 shares (Direct)
Footnotes (2)
  1. F1. The sales reported on this Form 4 were made pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on 15 June 2026.
  2. F2. The options vested in quarterly installments beginning on 31 May 2026.
Shares sold 7,000 shares Class A shares sold by Marc Boroditsky on September 14, 2026
Shares sold at $209.26 5,000 shares Class A shares sold at $209.26 per share on September 14, 2026
Shares sold at $208.63 2,000 shares Class A shares sold at $208.63 per share on September 14, 2026
Options exercised 7,000 underlying shares Stock options exercised into Class A shares on September 14, 2026
Option exercise price $40.00 per share Exercise price of stock options covering Class A shares
Option expiration date June 1, 2035 Expiration date of the exercised stock options
10b5-1 plan adoption date June 15, 2026 Date the Rule 10b5-1 trading plan was adopted
Vesting start date May 31, 2026 Options vested in quarterly installments beginning on this date
Rule 10b5-1 trading plan regulatory
"The sales reported on this Form 4 were made pursuant to a Rule 10b5-1 trading plan"
A Rule 10b5-1 trading plan is a pre-arranged schedule that allows company insiders to buy or sell stock at specific times, even if they have inside information. It helps prevent accusations of unfair trading by making these transactions look planned and transparent, rather than sneaky or illegal.
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.
Rule 3a12-3(b) regulatory
"status as a foreign private issuer pursuant to Rule 3a12-3(b) under the Act"
Sections 16(b) and 16(c) regulatory
"equity securities are exempt from Sections 16(b) and 16(c) of the Act"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did NBIS’s Chief Revenue Officer do in the latest Form 4?

Marc Boroditsky exercised options for 7,000 Class A shares at $40.00 per share and sold 7,000 Class A shares on September 14, 2026 in market transactions, as reported for Nebius Group N.V.

How many Nebius Group (NBIS) shares were sold and at what prices?

Marc Boroditsky sold 5,000 Class A shares at $209.26 per share and 2,000 Class A shares at $208.63 per share on September 14, 2026, totaling 7,000 shares sold.

Were the NBIS insider sales made under a Rule 10b5-1 trading plan?

Yes. The filing states the sales “were made pursuant to a Rule 10b5-1 trading plan” adopted by Marc Boroditsky on June 15, 2026, indicating the trades were pre-arranged under that plan.

What options did the NBIS executive exercise in this Form 4?

Marc Boroditsky exercised stock options covering 7,000 Class A shares at an exercise price of $40.00 per share. The options began vesting in quarterly installments starting on May 31, 2026 and have an expiration date of June 1, 2035.

How is Nebius Group (NBIS) classified for U.S. securities law purposes?

Nebius Group N.V. is described as a foreign private issuer under Rule 3a12-3(b). Because of this status, the executive’s transactions are disclosed but are stated to be exempt from Sections 16(b) and 16(c) of the Securities Exchange Act.

Does the Form 4 show Marc Boroditsky’s remaining NBIS shareholdings?

No. The reported transactions give the shares exercised and sold, but the entry for shares held following the transactions is left blank, so the filing does not state his post-transaction holdings.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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SEC Form 4
FORM 4UNITED 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*
Boroditsky Marc

(Last)(First)(Middle)
SCHIPHOL BOULEVARD 165

(Street)
SCHIPHOL1118BG

(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)
Director10% Owner
XOfficer (give title below)Other (specify below)
Chief Revenue Officer
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
09/14/2026
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm 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)
CodeVAmount(A) or (D)Price
Class A Shares09/14/2026M5,000A$05,000D
Class A Shares09/14/2026S5,000(1)D$209.260D
Class A Shares09/14/2026M2,000A$02,000D
Class A Shares09/14/2026S2,000(1)D$208.630D
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Stock Options$4009/14/2026M5,000(2)05/31/202606/01/2035Class A Shares5,000$0345,000D
Stock Options$4009/14/2026M2,000(2)05/31/202606/01/2035Class A Shares2,000$0343,000D
Explanation of Responses:
1. The sales reported on this Form 4 were made pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on 15 June 2026.
2. The options vested in quarterly installments beginning on 31 May 2026.
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. Boroditsky09/16/2026
** Signature of Reporting PersonDate
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)

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