[144] Yandex N.V. Class A SEC Filing

Rhea-AI Filing Summary

Yandex N.V. (YNDX) – Form 144 filing: company co-founder Arkadiy Volozh has notified the SEC of his intent to sell up to 75,000 Class A ordinary shares through Citigroup Global Markets on or after 1 July 2025. The shares represent roughly 0.04 % of the 200,054,926 Class A shares outstanding and have an aggregate market value of US$4.02 million based on the filing’s reference price.

• Acquisition source: the shares were received on 30 June 2025 under the company’s 2024 RSP (restricted share plan) from Nebius Group N.V. as compensation.
• Broker & venue: Citigroup Global Markets, NASDAQ listing.
• Recent insider activity: over the past three months Volozh sold 37,355 and 37,645 shares on 1 April 2025 and 11 April 2025, generating gross proceeds of US$0.79 million and US$0.80 million respectively.
• Rule 144 representation: the filer certifies no undisclosed material adverse information.

While insider sales can signal profit-taking or diversification, the disclosed amount is immaterial to Yandex’s float and does not alter control. Investors may still monitor subsequent filings for any acceleration or pattern of larger disposals.

Positive

• Sale size is immaterial at roughly 0.04 % of outstanding shares, limiting any dilution or control impact.

Negative

• Continued insider selling (two prior April transactions plus this filing) could be perceived as a bearish signal by some investors.

Insights

Securities Analyst

TL;DR: Small insider sale (0.04 % float) – modest negative sentiment, limited fundamental impact.

The 75 k-share sale equates to roughly four days of YNDX average trading volume and less than one-twenty-fifth of one percent of outstanding shares, implying minimal dilution or ownership shift. However, successive Form 144s (two April sales plus this filing) may be interpreted by some investors as a pattern of disposal by the company’s founder. No operational or financial metrics are disclosed, so there is no direct read-through for earnings or strategy. Overall market impact should be muted unless further sizable sales appear.

Corporate Governance Expert

TL;DR: Founder diversification; governance risk low given de-minimis stake change.

Arkadiy Volozh remains a key stakeholder; selling 75 k shares after receiving RSP awards is consistent with standard liquidity events for executives. The filing affirms compliance with Rule 144 and contains a 10b5-1 representation, which mitigates concerns about trading on non-public information. The sale’s size does not threaten voting control nor signal loss of confidence. Nevertheless, boards typically disclose clear insider-trading policies—investors may want confirmation in Yandex’s next proxy.

Form 144 Filer Information	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 144 NOTICE OF PROPOSED SALE OF SECURITIES PURSUANT TO RULE 144 UNDER THE SECURITIES ACT OF 1933
FORM 144

144: Filer Information

Filer CIK
Filer CCC
Is this a LIVE or TEST Filing?	LIVE TEST
Submission Contact Information
Name
Phone
E-Mail Address

144: Issuer Information

Name of Issuer

SEC File Number

Address of Issuer

Phone

Name of Person for Whose Account the Securities are To Be Sold

See the definition of "person" in paragraph (a) of Rule 144. Information is to be given not only as to the person for whose account the securities are to be sold but also as to all other persons included in that definition. In addition, information shall be given as to sales by all persons whose sales are required by paragraph (e) of Rule 144 to be aggregated with sales for the account of the person filing this notice.

Relationship to Issuer

Relationship to Issuer

Relationship to Issuer

144: Securities Information

Title of the Class of Securities To Be Sold	Name and Address of the Broker	Number of Shares or Other Units To Be Sold	Aggregate Market Value	Number of Shares or Other Units Outstanding	Approximate Date of Sale	Name the Securities Exchange
CLASS A ORDINARY SHARES	CITIGROUP GLOBAL MARKETS 390 GREENWICH ST NEW YORK NY 10013	75000	4015995.00	200054926	07/01/2025	NASDAQ

Furnish the following information with respect to the acquisition of the securities to be sold and with respect to the payment of all or any part of the purchase price or other consideration therefor:

144: Securities To Be Sold

Title of the Class	Date you Acquired	Nature of Acquisition Transaction	Name of Person from Whom Acquired	Is this a Gift?	Date Donor Acquired	Amount of Securities Acquired	Date of Payment	Nature of Payment *
CLASS A ORDINARY SHARES	06/30/2025	AWARDS RSP 2024	NEBIUS GROUP N V			75000	06/30/2025	COMPENSATION

* If the securities were purchased and full payment therefor was not made in cash at the time of purchase, explain in the table or in a note thereto the nature of the consideration given. If the consideration consisted of any note or other obligation, or if payment was made in installments describe the arrangement and state when the note or other obligation was discharged in full or the last installment paid.

Furnish the following information as to all securities of the issuer sold during the past 3 months by the person for whose account the securities are to be sold.

144: Securities Sold During The Past 3 Months

Name and Address of Seller	Title of Securities Sold	Date of Sale	Amount of Securities Sold	Gross Proceeds
VOLOZH ARKADIY SCHIPHOL BOULEVARD 165 SCHIHOL P7 1118 BG	ORDINARY SHARES	04/01/2025	37355	792135.00
VOLOZH ARKADIY SCHIPHOL BOULEVARD SCHIHOL P7 1118 BG	ORDINARY SHARES	04/11/2025	37645	797321.00

144: Remarks and Signature

Remarks

Date of Notice

Date of Plan Adoption or Giving of Instruction, If Relying on Rule 10b5-1

ATTENTION:

The person for whose account the securities to which this notice relates are to be sold hereby represents by signing this notice that he does not know any material adverse information in regard to the current and prospective operations of the Issuer of the securities to be sold which has not been publicly disclosed. If such person has adopted a written trading plan or given trading instructions to satisfy Rule 10b5-1 under the Exchange Act, by signing the form and indicating the date that the plan was adopted or the instruction given, that person makes such representation as of the plan adoption or instruction date.

Signature

ATTENTION: Intentional misstatements or omission of facts constitute Federal Criminal Violations (See 18 U.S.C. 1001)

FAQ

How many Yandex (YNDX) shares is Arkadiy Volozh planning to sell?

Up to 75,000 Class A ordinary shares according to the Form 144 notice.

What is the market value of the planned YNDX share sale?

The aggregate market value stated in the filing is about US$4.02 million.

When will the YNDX shares be sold under this Form 144?

The approximate sale date is 1 July 2025.

How do the 75,000 shares compare to Yandex’s total shares outstanding?

They equal roughly 0.04 % of the 200,054,926 Class A shares outstanding.

What insider sales has Arkadiy Volozh made in the last three months?

He sold 37,355 shares on 1 Apr 2025 and 37,645 shares on 11 Apr 2025, totaling gross proceeds of US$1.59 million.