Nebius (NBIS) CEO automated share sale covers RSU tax withholding

Rhea-AI Filing Summary

Nebius Group N.V. CEO Arkadiy Volozh reported an automatic sale of 33,358 Class A Shares at an average price of $103.7314 per share. The shares were sold upon vesting of restricted share units solely to cover estimated withholding taxes under pre-set instructions, and were not a discretionary trade. Following this transaction, he directly holds 868,289 Class A Shares.

Insider Trade Summary

Net Seller: 33,358 shares ($3,460,272)

Net Sell 1 txn

Insider Volozh Arkadiy

Role CEO

Sold 33,358 shs ($3.46M)

Type	Security	Shares	Price	Value
Sale	Class A Shares	33,358	$103.7314	$3.46M

Holdings After Transaction: Class A Shares — 868,289 shares (Direct)

Footnotes (1)

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Key Figures

Shares sold: 33,358 shares Average sale price: $103.7314 per share Shares held after transaction: 868,289 shares

3 metrics

Shares sold 33,358 shares Class A Shares disposed on 2026-04-01

Average sale price $103.7314 per share Open-market sale tied to RSU vesting

Shares held after transaction 868,289 shares Direct Class A holdings following Form 4 transaction

Key Terms

restricted share units, withholding taxes, automatic sale instructions, open-market sale

4 terms

restricted share units financial

"The shares were sold upon the vesting of restricted share units solely to cover estimated withholding taxes"

Restricted share units (RSUs) are a promise from a company to give an employee or service provider actual shares or cash equal to the shares after certain conditions are met, typically staying with the company for a set time or hitting performance targets. Think of them like a time-locked gift card that becomes usable only after you’ve earned it. For investors, RSUs matter because they align employee incentives with company performance and can increase the number of shares outstanding over time, diluting existing ownership and affecting earnings per share.

withholding taxes financial

"sold upon the vesting of restricted share units solely to cover estimated withholding taxes"

Withholding taxes are amounts a payer or government takes out of payments — such as wages, interest, or dividends — before the recipient gets the money, functioning like a cashier keeping part of a bill to pay taxes on your behalf. For investors this matters because it reduces the cash they actually receive, affects net returns and yield calculations, and may require additional paperwork or treaty claims to recover or offset the withheld amount against final tax bills.

automatic sale instructions financial

"pursuant to automatic sale instructions included in the relevant Restricted Share Unit Agreement"

open-market sale financial

"transaction_action": "open-market sale""

An open-market sale is when a shareholder sells existing shares directly on a public exchange to any willing buyer, rather than through a private deal. Think of it like putting goods on a busy market stall where price is set by supply and demand; for investors it matters because such sales increase available supply, can put short-term downward pressure on the stock price, and signal changes in liquidity or investor confidence.

Form 4 Insider Transactions: What Each Field Means →

SEC Form 4

FORM 4

UNITED 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).

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^*

Volozh Arkadiy

(Last) (First) (Middle)

SCHIPHOL BOULEVARD 165

(Street)

SCHIPHOL 1118BG

(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)

X	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
	CEO

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
04/01/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form 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)
			Code	V	Amount	(A) or (D)	Price
Class A Shares	04/01/2026		S		33,358(1)	D	$103.7314	868,289	D

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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. The shares were sold upon the vesting of restricted share units solely to cover estimated withholding taxes, pursuant to automatic sale instructions included in the relevant Restricted Share Unit Agreement. The sale was not a discretionary trade by the Reporting Person.

	/s/ Arkady Volozh	04/02/2026
	** Signature of Reporting Person	Date
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)

FAQ

What insider transaction did Nebius Group (NBIS) report in this Form 4?

Nebius Group reported CEO Arkadiy Volozh disposing of 33,358 Class A Shares at $103.7314 each. The transaction was tied to restricted share unit vesting and executed automatically to cover estimated withholding taxes, rather than as a discretionary open-market trade.

Why did Nebius CEO Arkadiy Volozh sell Nebius Group (NBIS) shares?

The CEO’s shares were sold solely to cover estimated withholding taxes arising from vesting restricted share units. The sale followed automatic sale instructions in the Restricted Share Unit Agreement, meaning it was not a discretionary timing decision by the reporting person.

How many Nebius Group (NBIS) shares does the CEO hold after this transaction?

After the reported transaction, CEO Arkadiy Volozh directly holds 868,289 Class A Shares. This remaining stake indicates the sale of 33,358 shares represented only a portion of his overall direct ownership in Nebius Group N.V.

At what price were the Nebius Group (NBIS) shares sold in this Form 4?

The 33,358 Class A Shares were sold at an average price of $103.7314 per share. This price reflects the market level at which shares were automatically sold to satisfy estimated withholding tax obligations tied to restricted share unit vesting.

Was the Nebius Group (NBIS) insider sale a routine tax-related transaction?

Yes. The footnote explains the shares were sold upon restricted share unit vesting solely to cover estimated withholding taxes. The sale followed automatic instructions in the RSU agreement and was not a discretionary trade by CEO Arkadiy Volozh.