Korolenko Andrey 4/A

What Happened

• Andrey Korolenko, Chief Infrastructure Officer of Nebius Group N.V. (NBIS), exercised equity derivatives and sold shares on May 13, 2026. The filing shows an exercise/conversion of 1,000,000 derivative shares (two M-code transactions for 500,000 each) and an open-market sale of 500,000 common shares at $203.24 per share, generating proceeds of $101,620,000. One exercise was recorded as an acquisition at $0.00; a separate exercise/conversion of 500,000 was recorded as a disposition of a derivative instrument.

Key Details

• Transaction date: May 13, 2026 (reported in an amended Form 4 filed May 15, 2026)
• Sale: 500,000 shares sold open-market at $203.24 each = $101,620,000
• Exercises/Conversions: Two M-code entries for 500,000 shares each (one recorded as acquired at $0.00; one recorded as a disposition of a derivative instrument)
• Shares owned after transaction: Not specified in the provided filing excerpt
• Footnotes: Sale was made under a Rule 10b5-1 trading plan adopted Dec 2, 2025 (F1). Options vested in quarterly installments beginning Mar 31, 2025 (F2).
• Other filing notes: This is an amended Form 4. The issuer is a foreign private issuer; the reporting person’s transactions are exempt from Sections 16(b) and 16(c) under Rule 3a12-3(b).

Context

• The sequence (exercise/conversion followed by an immediate open-market sale of some shares) is consistent with exercising options and selling shares (often called a cashless or immediate sale). The filing shows conversion/exercise of a larger amount (1,000,000) but only 500,000 shares were reported sold in the open market on the same date.
• The reported sale was executed under a pre-established 10b5-1 plan, which is a routine mechanism insiders use to sell shares according to a predetermined schedule and is not a direct indicator of changed sentiment.