Nebius Group CEO Arkadiy Volozh Reports $8.8M Sell-to-Cover Tax Withholding

Executive Summary

On October 5, 2026, Nebius Group N.V. CEO, Director, and 10% Owner Arkadiy Volozh filed a Form 4 detailing an open-market sale of 37,778 Class A Shares executed on October 1, 2026. The transaction occurred at a price of $234.16 per share, totaling approximately $8.85 million. Following this disposition, Mr. Volozh directly retains 785,236 Class A Shares.

Transaction Nature & Significance

• Trading Significance: Low
• Non-Discretionary Disposition: Footnote disclosures specify that the sale was executed solely to cover estimated tax withholding obligations associated with the vesting of restricted share units (RSUs). The trade was conducted automatically under the terms of the RSU agreement rather than via discretionary decision-making by the insider.
• Remaining Position: Arkadiy Volozh continues to maintain a substantial direct ownership interest in Nebius Group N.V., holding 785,236 Class A Shares following the transaction.

Contextual Factors

• Foreign Private Issuer Status: As noted in the remarks, the issuer qualifies as a foreign private issuer under Rule 3a12-3(b), exempting insider transactions from Sections 16(b) and 16(c) short-swing profit rules.
• Market Impact: Because sell-to-cover dispositions are routine administrative liquidity events tied to equity compensation vesting schedules, this transaction provides minimal directional signal regarding management's outlook on the company's valuation.