SEC Form 4/A · accession 0001513845-26-000088
Nebius Group N.V. · NBIS
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
This is an amendment (Form 4/A). It replaces an earlier filing for the same period.
Reporting owner
John Wilson Boynton IV
Director
Period of report
Jun 15, 2026
Accepted (ET)
Aug 5, 2026 · 11:23 am 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 | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Class A Shares | Jun 15, 2026 | S | 100 | $246.17 | D | 433,810 | D | |
| Class A SharesF1 | Jun 15, 2026 | S | 200 | $248.73 | D | 433,610 | D | |
| Class A SharesF2 | Jun 15, 2026 | S | 3,206 | $250.08 | D | 430,404 | D | |
| Class A SharesF3 | Jun 15, 2026 | S | 200 | $251.89 | D | 430,204 | D | |
| Class A SharesF4 | Jun 15, 2026 | S | 200 | $253.58 | D | 430,004 | D | |
| Class A Shares | Jun 15, 2026 | S | 200 | $255.03 | D | 429,804 | D | |
| Class A Shares | Jun 15, 2026 | S | 100 | $257.54 | D | 429,704 | D | |
| Class A SharesF5 | Jun 15, 2026 | S | 606 | $259.45 | D | 429,098 | D | |
| Class A SharesF6 | Jun 15, 2026 | S | 900 | $260.76 | D | 428,198 | D | |
| Class A Shares | Jun 15, 2026 | S | 100 | $262.09 | D | 428,098 | D |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1Reflects the weighted average sale price on June 15, 2026. The shares were sold in multiple transactions at prices ranging from $248.26 to $249.20, 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 June 15, 2026. The shares were sold in multiple transactions at prices ranging from $250.00 to $250.97, 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 June 15, 2026. The shares were sold in multiple transactions at prices ranging from $251.59 to $252.19, 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 June 15, 2026. The shares were sold in multiple transactions at prices ranging from?$253.37 to $253.78,?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 June 15, 2026. The shares were sold in multiple transactions at prices ranging from $259.12 to $259.97, 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 June 15, 2026. The shares were sold in multiple transactions at prices ranging from $260.25 to $261.23, 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. This filing amends the Form 4 originally filed on June 15, 2026 solely to correct the number of securities beneficially owned following the reported transactions.