Korolenko Andrey 4

What Happened

Andrey Korolenko, Chief Infrastructure Officer of Nebius Group N.V. (NBIS), exercised options and sold shares on May 13, 2026. He exercised/converted 500,000 option-derived shares (exercise price reported $0.00) and immediately sold 500,000 shares in an open-market transaction at $203.24 each, generating proceeds of $101,620,000. The filing also reports a related disposition of the derivative (500,000 units) tied to the exercise.

Key Details

• Transaction date: May 13, 2026.
• Exercise: 500,000 shares acquired via option exercise at $0.00 (reported as code M).
• Sale: 500,000 shares sold in open market at $203.24 each for $101,620,000 (code S).
• Additional line: 500,000 derivative units reported disposed (related to the exercise).
• Footnotes: Sale made under a Rule 10b5-1 trading plan adopted December 2, 2025 (F1). Options vested in quarterly installments beginning March 31, 2025 (F2).
• Filing timeliness: Form 4 filed May 15, 2026 for a May 13, 2026 transaction — filed within the usual 2-business-day reporting window.
• Foreign issuer note: As a foreign private issuer, the reporting person's transactions are exempt from Sections 16(b) and 16(c) of the Exchange Act (per the filing remarks).

Context

This was an exercise-and-sale (often called a cashless exercise) where the insider converted options into shares and sold those shares immediately in the open market. The sale was pre-arranged under a 10b5-1 trading plan, which means the timing of the sale was set in advance and is typically treated as routine rather than an ad hoc trade based on inside information. The filing does not disclose post-transaction total share ownership in the provided data.