John Wilson Boynton IV, a director of Nebius Group N.V. (NASDAQ: NBIS), filed an amended statement of changes in beneficial ownership on August 5, 2026, correcting the reported number of Class A Shares beneficially owned following a series of sales executed on June 15, 2026.

Key Highlights

  • Amendment purpose: The filing amends the original June 15, 2026 submission solely to correct the number of securities beneficially owned following the reported transactions.
  • Total shares sold: Boynton sold a combined 5,812 Class A Shares across ten reported transactions, all on June 15, 2026.
  • Price range: Sale prices across all transactions ranged from $246.17 to $262.09 per share, with several transactions reflecting weighted average prices covering narrower sub-ranges.
  • Remaining ownership: Following all reported sales, Boynton directly held 428,098 Class A Shares, according to the filing.
  • Rule 10b5-1 plan: The filing indicates transactions were made pursuant to a contract, instruction, or written plan intended to satisfy the affirmative defense conditions of Rule 10b5-1(c).
  • Foreign issuer exemption: The filing notes that due to Nebius Group's status as a foreign private issuer under Rule 3a12-3(b), the reporting person's transactions are exempt from Sections 16(b) and 16(c) of the Securities Exchange Act.

Director Sales and Amended Beneficial Ownership at Nebius Group

According to the amended filing, Boynton conducted ten separate dispositions of Class A Shares of Nebius Group N.V., an AI-focused technology company incorporated in the Netherlands and listed on NASDAQ, on June 15, 2026. The transactions ranged in size from 100 shares to 3,206 shares per transaction line, with prices reported at $246.17, $248.73, $250.08, $251.89, $253.58, $255.03, $257.54, $259.45, $260.76, and $262.09 per share respectively. Several of these figures represent weighted average prices across multiple sub-transactions, as explained in the filing's footnotes.

The filing discloses that Boynton's directly held position stood at 433,810 Class A Shares before the first reported sale and declined to 428,098 Class A Shares after the final transaction. All dispositions are coded "S" (open-market sale) and are listed as direct ownership. The reporting person undertakes, per the filing's footnotes, to provide full per-share transaction detail to Nebius Group, any shareholder, or SEC staff upon request for any transaction reported at a weighted average price.

The amendment was signed on August 5, 2026 by Anna Akimova as attorney-in-fact for Boynton, acting under a Power of Attorney listed as Exhibit 24. No derivative securities transactions are reported in Table II of the filing. The filing also notes that Nebius Group's foreign private issuer status under Rule 3a12-3(b) exempts these transactions from Sections 16(b) and 16(c) of the Act.

What Was Disclosed

The amended filing reports that Nebius Group director John Wilson Boynton IV sold 5,812 Class A Shares on June 15, 2026 in ten transactions at prices between $246.17 and $262.09 per share, leaving him with a direct holding of 428,098 Class A Shares. The amendment corrects a previously reported beneficial ownership figure.