Welcome to our dedicated page for Nebius Group SEC filings (Ticker: NBIS), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
The Nebius Group N.V. (NASDAQ: NBIS) SEC filings page on Stock Titan provides access to the company’s regulatory disclosures as a foreign private issuer. Nebius files reports such as Form 20-F and multiple Forms 6-K, which include operating and financial reviews, unaudited condensed consolidated financial statements, capital markets documentation, and press releases that are incorporated by reference into its registration statements.
In its Form 6-K filings, Nebius has furnished Operating and Financial Review and Prospects for specific periods, together with unaudited condensed consolidated financial statements. These materials explain the performance of Nebius’s core AI infrastructure business, Nebius AI Cloud, as well as its additional businesses Avride and TripleTen, and describe how Toloka’s results were reclassified to discontinued operations after Nebius ceased to hold majority voting power. The company also discusses the use of non-GAAP measures such as Adjusted EBITDA (loss) and Adjusted net income (loss), and provides reconciliations to U.S. GAAP metrics.
Other Nebius 6-K filings relate to capital markets and financing activities. For example, the company has filed indentures and forms of its 1.00% Convertible Senior Notes due 2030 and 2.75% Convertible Senior Notes due 2032, along with press releases announcing the closing of public offerings of Class A ordinary shares and concurrent private offerings of convertible notes. Additional 6-Ks describe the exercise of underwriters’ options to purchase additional Class A shares and the establishment of an equity distribution agreement for an at-the-market equity program.
Nebius also uses Form 6-K to disclose material commercial agreements. One filing details a commercial agreement between Nebius, Inc., a wholly owned subsidiary, and Meta Platforms, Inc., under which Nebius will provide Meta access to two dedicated GPU infrastructure capacity clusters over a five-year term, with a total contract value of approximately $2.9 billion. The filing outlines deployment tranches, associated storage and connectivity services, and customary provisions such as termination rights, service level commitments, discounted fees for late delivery, representations and warranties, indemnities, and limitations of liability.
Additional 6-Ks incorporate press releases related to subsidiary activities, such as Avride’s strategic investment and commitments backed by Uber and Nebius, and group-level announcements about financial results and shareholder communications. Many of these filings are expressly incorporated by reference into Nebius’s automatically effective shelf registration statement on Form F-3ASR and its Form S-8, which are used for securities offerings and equity compensation plans.
On Stock Titan, Nebius filings are updated as they appear on EDGAR, and AI-powered summaries can help readers quickly understand the focus of each document. Users can review quarterly and annual discussions of Nebius’s AI-native cloud platform, its additional businesses, capital structure, and major commercial contracts, as well as track how the company presents non-GAAP measures and reconciliations over time.
Orbis Investment Management Limited filed an amended Schedule 13G reporting its beneficial ownership of Class A common stock of Nebius Group N.V.. Orbis reports beneficial ownership of 3,335,358 shares, representing 1.5% of the class as of the reporting date.
Orbis, organized in Bermuda, reports sole power to vote and dispose of all 3,335,358 shares, with no shared voting or dispositive power. The filing notes that other persons have rights to receive dividends or sale proceeds related to these securities, while Orbis certifies the holdings are in the ordinary course of business and not for influencing control.
Nebius Group N.V. is changing its independent auditor, with the Board and Audit Committee recommending that shareholders approve the appointment of Deloitte & Touche LLP as auditor for the fiscal year ending December 31, 2026. Reanda Audit & Assurance B.V. will be dismissed as auditor after completing the audit of the 2025 financial statements and the review of the first quarter ending March 31, 2026, subject to shareholder approval of Deloitte at the 2026 annual general meeting.
For the fiscal year ended December 31, 2024, Reanda issued an unqualified opinion on Nebius’s financial statements, but expressed an adverse opinion on internal control over financial reporting as of that date. The company states there were no disagreements with Reanda on accounting, disclosure, or audit matters, and that it did not consult Deloitte on accounting or audit issues before this proposed appointment. Reanda’s confirming letter to the SEC is filed as an exhibit.
Nebius Group N.V. reported explosive growth in 2025 as it scales its AI cloud business. Q4 2025 revenue reached $227.7 million, up 547% year over year, with full-year revenue of $529.8 million, up 479%, driven by strong demand for compute capacity.
The company achieved its first quarter of positive adjusted EBITDA, posting $15.0 million in Q4 versus a $63.9 million loss a year earlier, while full-year adjusted EBITDA remained negative at $64.9 million. Nebius reported 2025 net income of $101.7 million, compared with a $641.4 million loss in 2024, helped by gains on investments.
Nebius is investing heavily to build global AI infrastructure. Q4 capital expenditures were about $2.1 billion, mainly for GPUs and data centers, and non-current debt reached $4.1 billion. Cash and cash equivalents rose to $3.7 billion, and the company targets $7–9 billion in ARR as it scales contracted power above 2 GW.
Nebius Group N.V. has signed a definitive agreement to acquire Tavily, an agentic search provider serving Fortune 500 enterprises and leading AI companies. Tavily will become a wholly owned subsidiary through a merger with a Nebius subsidiary, with boards of both companies approving the deal.
The upfront consideration is payable in cash, with additional performance-based earnout that Nebius may settle in cash, Nebius Class A shares, or a mix of both. Tavily’s real-time agentic search will be integrated into Nebius’s AI cloud platform alongside Nebius Token Factory, aiming to provide both high-performance inference and real-time web grounding for enterprise AI agents.
Tavily brings over 3 million monthly SDK downloads and a developer community of more than one million users, supporting mission-critical applications across sectors such as financial services, logistics, and enterprise operations. The transaction value was not disclosed and is expected to close in the coming days, subject to customary conditions.
Nebius Group N.V. furnished a Form 6-K providing investors with its Operating and Financial Review and Prospects and unaudited condensed consolidated financial statements for the third quarter and nine months ended September 30, 2024 and 2025. These materials, included as Exhibits 99.1 and 99.2, give more detail on the company’s recent performance and financial position. The report is also incorporated by reference into Nebius Group’s existing shelf and employee benefit registration statements, allowing the new information to be used in connection with previously registered securities offerings and plans.
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., a foreign private issuer based in the Netherlands, submitted a Form 6-K that makes available its unaudited consolidated financial results for the third quarter ended September 30, 2025. These results are contained in a press release dated November 11, 2025, filed as Exhibit 99.1, and are accompanied by a Letter to Shareholders dated the same day, filed as Exhibit 99.2.
The press release in Exhibit 99.1 is also incorporated by reference into Nebius Group’s existing Form F-3ASR and Form S-8 registration statements, which means the third-quarter financial information can be used in connection with those previously registered securities offerings.
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.