SEC Form 4 · accession 0001513845-26-000090
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
Aug 14, 2026
Accepted (ET)
Aug 18, 2026 · 12:42 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 | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Class A Shares | Aug 14, 2026 | S | 100 | $258.55 | D | 421,040 | D | |
| Class A SharesF1 | Aug 14, 2026 | S | 200 | $263.51 | D | 420,840 | D | |
| Class A SharesF2 | Aug 14, 2026 | S | 400 | $264.75 | D | 420,440 | D | |
| Class A SharesF3 | Aug 14, 2026 | S | 496 | $266.78 | D | 419,944 | D | |
| Class A SharesF4 | Aug 14, 2026 | S | 404 | $267.87 | D | 419,540 | D | |
| Class A SharesF5 | Aug 14, 2026 | S | 600 | $270.44 | D | 418,940 | D | |
| Class A SharesF6 | Aug 14, 2026 | S | 700 | $271.75 | D | 418,240 | D | |
| Class A SharesF7 | Aug 14, 2026 | S | 1,000 | $272.76 | D | 417,240 | D | |
| Class A SharesF8 | Aug 14, 2026 | S | 500 | $273.78 | D | 416,740 | D | |
| Class A SharesF9 | Aug 14, 2026 | S | 300 | $275.80 | D | 416,440 | D | |
| Class A SharesF10 | Aug 14, 2026 | S | 400 | $277.02 | D | 416,040 | D | |
| Class A SharesF11 | Aug 14, 2026 | S | 196 | $277.86 | D | 415,844 | D |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1Reflects the weighted average sale price on August 14, 2026. The shares were sold in multiple transactions at prices ranging from $263.05 to $263.97, 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.
- F10Reflects the weighted average sale price on August 14, 2026. The shares were sold in multiple transactions at prices ranging from $276.57 to $277.45, 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 August 14, 2026. The shares were sold in multiple transactions at prices ranging from $277.60 to $278.11, 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 August 14, 2026. The shares were sold in multiple transactions at prices ranging from $264.50 to $265.16, 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.
- F3Reflects the weighted average sale price on August 14, 2026. The shares were sold in multiple transactions at prices ranging from $266.24 to $267.22, 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 August 14, 2026. The shares were sold in multiple transactions at prices ranging from $267.33 to $268.28, 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 August 14, 2026. The shares were sold in multiple transactions at prices ranging from $269.99 to $270.94, 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 August 14, 2026. The shares were sold in multiple transactions at prices ranging from $271.32 to $272.22, 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 August 14, 2026. The shares were sold in multiple transactions at prices ranging from $272.33 to $273.22, 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 August 14, 2026. The shares were sold in multiple transactions at prices ranging from $273.34 to $274.32, 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 August 14, 2026. The shares were sold in multiple transactions at prices ranging from $275.23 to $276.18, 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.