SEC Form 4 · accession 0001513845-26-000084

Nebius Group N.V. · NBIS

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

John Wilson Boynton IV

Director

Period of report

Jul 15, 2026

Accepted (ET)

Jul 17, 2026 · 12:49 pm EDT

Rule 10b5-1 plan

yes — trade under a plan

Issuer CIK

0001513845

Table I — non-derivative securities

Security	Date	Code	Shares	Price	A/D	Owned after	D/I
Class A Shares^F1	Jul 15, 2026	S	200	$187.79	D	427,898	D
Class A Shares^F2	Jul 15, 2026	S	200	$189.24	D	427,698	D
Class A Shares^F3	Jul 15, 2026	S	400	$192.33	D	427,298	D
Class A Shares^F4	Jul 15, 2026	S	700	$194.07	D	426,598	D
Class A Shares^F5	Jul 15, 2026	S	1,200	$196.10	D	425,398	D
Class A Shares^F6	Jul 15, 2026	S	1,500	$197.30	D	423,898	D
Class A Shares^F7	Jul 15, 2026	S	500	$198.25	D	423,398	D
Class A Shares^F8	Jul 15, 2026	S	1,058	$198.87	D	422,340	D
Class A Shares^F9	Jul 15, 2026	S	300	$200.04	D	422,040	D
Class A Shares^F10	Jul 15, 2026	S	300	$201.24	D	421,740	D
Class A Shares^F11	Jul 15, 2026	S	600	$202.29	D	421,140	D

Table II — derivative securities

No Table II lines on this filing.

Explanation of responses

F1Reflects the weighted average sale price on July 15, 2026. The shares were sold in multiple transactions at prices ranging from?$187.74 to $187.84,?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.
F10Reflects the weighted average sale price on July 15, 2026. The shares were sold in multiple transactions at prices ranging from?$200.91 to $201.87,?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.
F11Reflects the weighted average sale price on July 15, 2026. The shares were sold in multiple transactions at prices ranging from?$201.93 to $202.59,?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.
F2Reflects the weighted average sale price on July 15, 2026. The shares were sold in multiple transactions at prices ranging from?$189.23 to $189.24,?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.
F3Reflects the weighted average sale price on July 15, 2026. The shares were sold in multiple transactions at prices ranging from?$191.97 to $192.69,?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.
F4Reflects the weighted average sale price on July 15, 2026. The shares were sold in multiple transactions at prices ranging from?$193.79 to $194.73,?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.
F5Reflects the weighted average sale price on July 15, 2026. The shares were sold in multiple transactions at prices ranging from?$195.53 to $196.49,?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.
F6Reflects the weighted average sale price on July 15, 2026. The shares were sold in multiple transactions at prices ranging from?$196.71 to $197.70,?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.
F7Reflects the weighted average sale price on July 15, 2026. The shares were sold in multiple transactions at prices ranging from?$197.72 to $198.68,?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.
F8Reflects the weighted average sale price on July 15, 2026. The shares were sold in multiple transactions at prices ranging from?$198.72 to $199.40,?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.
F9Reflects the weighted average sale price on July 15, 2026. The shares were sold in multiple transactions at prices ranging from?$199.78 to $200.53,?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.

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.