=== SEC Form 4 — Statement of Changes in Beneficial Ownership ===
Document Type: 4
Period of Report: 2026-08-14
10b5-1 Pre-arranged Plan: Yes
--- Issuer ---
Name: Nebius Group N.V. (NBIS)
CIK: 0001513845
--- Reporting Owner ---
Name: Ryan Charles E
CIK: 0001704816
Role: Director
--- Non-Derivative Transactions ---
[Transaction #1]
Security: Class A Shares
Date: 2026-08-14 | Code: S (Open market sale)
Shares: -13,315 | Price: $263.32
Total Value: $3,506,105.80
Shares Owned After: 309,218 | Ownership: D (Direct)
Footnotes:
[F1] Reflects the weighted average sale price of $263.32 on August 14, 2026. The shares were sold in multiple transactions at prices ranging from $263.14 to $264.16, 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.
[Transaction #2]
Security: Class A Shares
Date: 2026-08-14 | Code: S (Open market sale)
Shares: -9,283 | Price: $264.78
Total Value: $2,457,952.74
Shares Owned After: 299,935 | Ownership: D (Direct)
Footnotes:
[F2] Reflects the weighted average sale price of $264.78 on August 14, 2026. The shares were sold in multiple transactions at prices ranging from $264.18 to $264.96, 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.
[Transaction #3]
Security: Class A Shares
Date: 2026-08-14 | Code: S (Open market sale)
Shares: -10,113 | Price: $265.45
Total Value: $2,684,495.85
Shares Owned After: 289,822 | Ownership: D (Direct)
Footnotes:
[F3] Reflects the weighted average sale price of $265.45 on August 14, 2026. The shares were sold in multiple transactions at prices ranging from $265.39 to $265.53, 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.
[Transaction #4]
Security: Class A Shares
Date: 2026-08-14 | Code: S (Open market sale)
Shares: -9,622 | Price: $266.67
Total Value: $2,565,898.74
Shares Owned After: 280,200 | Ownership: D (Direct)
Footnotes:
[F4] Reflects the weighted average sale price of $266.67 on August 14, 2026. The shares were sold in multiple transactions at prices ranging from $266.06 to $266.92, 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.
[Transaction #5]
Security: Class A Shares
Date: 2026-08-14 | Code: S (Open market sale)
Shares: -5,000 | Price: $268.61
Total Value: $1,343,050.00
Shares Owned After: 275,200 | Ownership: D (Direct)
[Transaction #6]
Security: Class A Shares
Date: 2026-08-14 | Code: S (Open market sale)
Shares: -2,667 | Price: $269.64
Total Value: $719,129.88
Shares Owned After: 272,533 | Ownership: D (Direct)
Footnotes:
[F5] Reflects the weighted average sale price of $269.64 on August 14, 2026. The shares were sold in multiple transactions at prices ranging from $269.62 to $269.74, 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.
--- Footnotes (Complete Index) ---
F1: Reflects the weighted average sale price of $263.32 on August 14, 2026. The shares were sold in multiple transactions at prices ranging from $263.14 to $264.16, 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.
F2: Reflects the weighted average sale price of $264.78 on August 14, 2026. The shares were sold in multiple transactions at prices ranging from $264.18 to $264.96, 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.
F3: Reflects the weighted average sale price of $265.45 on August 14, 2026. The shares were sold in multiple transactions at prices ranging from $265.39 to $265.53, 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.
F4: Reflects the weighted average sale price of $266.67 on August 14, 2026. The shares were sold in multiple transactions at prices ranging from $266.06 to $266.92, 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.
F5: Reflects the weighted average sale price of $269.64 on August 14, 2026. The shares were sold in multiple transactions at prices ranging from $269.62 to $269.74, 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.
--- Signature ---
/s/ /s/ Anna Akimova, attorney-in fact for Mr. Ryan (2026-08-18)
