Nebius Group SEC Filings

Nebius Group N.V. furnished a Form 6-K and incorporated it by reference into its Registration Statements on Form F-3ASR and Form S-8, to the extent not superseded by later filings.

The filing includes an Equity Distribution Agreement dated November 12, 2025 with Goldman Sachs & Co. LLC, Morgan Stanley & Co. LLC, BofA Securities, Inc., and Citigroup Global Markets Inc. as managers, along with a legal opinion and related consent from Warendorf.

Nebius Group N.V. (NBIS) launched an at-the-market equity program to offer up to 25,000,000 Class A ordinary shares under a prospectus supplement to its May 2025 shelf. Sales may occur from time to time through Goldman Sachs, Morgan Stanley, BofA Securities, and Citigroup, which will receive a 1.25% commission on gross sales. This is a primary offering; the company, not the agents, will receive the net proceeds.

The company plans to use proceeds to fund business growth, including acquiring compute hardware, securing land, expanding its data center footprint, and for general corporate purposes. Class A shares outstanding were 218,158,548 as of September 30, 2025; outstanding shares could rise to up to 243,158,548 if the full program is sold. The shares trade on Nasdaq as “NBIS.”

Recent developments include a five‑year Meta agreement with total contract value of approximately $2.9 billion and a Microsoft agreement with total contract value of about $17.4 billion through 2031 (up to $19.4 billion with additional capacity). In September 2025, Nebius also completed an underwritten offering of 12,432,432 shares at $92.50 and issued $1,581,250,000 2030 notes (1.00%) and $1,581,250,000 2032 notes (2.75%).

Nebius Group N.V. announced a commercial agreement under which its subsidiary will provide Meta Platforms access to two dedicated GPU infrastructure capacity clusters over a five-year term. The first order under the agreement has a total contract value of approximately $2.9 billion, with deployments planned in two tranches during December 2025 and February 2026, along with storage and connectivity services.

Meta may extend the term and/or purchase additional services or capacity. The company states that cash flow from the agreement will be used to finance part of the related capital expenditures. If, after a grace period, Nebius misses agreed delivery dates for the first tranche, Meta can terminate the order; after the first tranche is live, failure to meet second‑tranche delivery dates allows termination of the second tranche only. The documents include customary terms such as service levels, discounted monthly fees for late delivery, representations and warranties, indemnities, and limitations of liability.

Nebius Group N.V. filed a Form 6-K furnishing a press release from its subsidiary, Avride Group, Inc., dated October 22, 2025. The release announces a strategic investment and other commitments of up to $375 million backed by Uber and Nebius.

This notice signals a significant funding initiative at the subsidiary level, as disclosed in Exhibit 99.1.

Nebius Group N.V. (NBIS) Form 144 shows a proposed sale of 38,099 Class A ordinary shares through Citigroup Global Markets on 10/01/2025 with an aggregate market value of $4,210,651.95. The filing lists the shares were acquired on 10/01/2025 as AWARDS RSP 2024 from Nebius Group N V and the consideration was compensation. The filing also discloses multiple securities sales by Arkadiy Volozh during July–September 2025 totaling several million shares and proceeds, including one sale of 2,048,975 shares on 09/11/2025 with gross proceeds of $187,943,882.91. The notice contains the standard representation that the seller is not aware of undisclosed material adverse information.

Nebius Group N.V. filed a Form 6-K reporting the closings of a public offering of Class A ordinary shares and a concurrent private offering of convertible senior notes, all announced on September 15, 2025. The exhibits list two separate indentures: a 1.00% Convertible Senior Note due 2030 and a 2.75% Convertible Senior Note due 2032, each with a form of note included and with U.S. Bank Trust Company, National Association named as trustee. A press release announcing the closings is included as an exhibit. The filing provides document references and transaction structure but does not disclose offering sizes, pricing, conversion rates, or proceeds.