Nebius adds clawback policy in Form 20-F amendment

Nebius Group N.V. filed Amendment No. 1 to its Form 20-F for the year ended December 31, 2025.

Rhea-AI Filing Summary

Nebius Group N.V. filed Amendment No. 1 to its Form 20-F for the year ended December 31, 2025. The amendment’s sole purpose is to add Exhibit 97.1, the company’s clawback policy, which is incorporated by reference from a prior Form 6-K. The company states that no other disclosures from the original Form 20-F are modified or updated, and the amendment should be read together with the original filing. As context, Class A ordinary shares outstanding were 219,465,088 and Class B ordinary shares were 33,551,883 as of the period end.

Key Figures

Class A shares outstanding: 219,465,088 shares Class B shares outstanding: 33,551,883 shares Commission file number: 001-35173 +1 more

4 metrics

Class A shares outstanding 219,465,088 shares As of the period covered by the annual report

Class B shares outstanding 33,551,883 shares As of the period covered by the annual report

Commission file number 001-35173 SEC registration identifier for Nebius Group N.V.

Auditor location code 7018 Code listed with Reanda Audit & Assurance B.V. in the filing

Key Terms

Form 20-F/A, clawback policy, Inline XBRL, well-known seasoned issuer, +1 more

5 terms

Form 20-F/A regulatory

"Nebius Group N.V. is filing this Amendment No. 1 (the “Amendment”) on Form 20-F/A to amend its annual report"

Form 20-F/A is an amended annual filing that a foreign company submits to the U.S. Securities and Exchange Commission to correct, clarify, or add information to a previously filed Form 20-F. For investors, an amendment matters because it signals that earlier disclosures changed or were incomplete—like a corrected instruction manual—and those updates can alter how you judge the company’s finances, risks, governance or legal standing, potentially affecting the stock’s value.

clawback policy financial

"solely for the purpose of including Exhibit 97.1. … 97.1* Clawback Policy (incorporated by reference"

A clawback policy is a company rule that lets the firm take back pay, bonuses or stock awards from current or former executives if results are later found to be incorrect, misconduct occurred, or targets were missed. It matters to investors because it helps protect the value of their holdings by discouraging risky or fraudulent behavior and ensuring executive rewards reflect real, verified performance—think of it as a return policy for executive pay.

Inline XBRL technical

"101.INS Inline XBRL Instance Document 101.SCH Inline XBRL Taxonomy Extension Schema Document"

Inline XBRL is a file format for financial filings that embeds machine-readable data tags directly inside the human-readable report, so the same document can be read by people and parsed by software. For investors it makes extracting, comparing and verifying financial numbers faster and more reliable—like a grocery list where each item also has a barcode—reducing manual errors and speeding up analysis.

well-known seasoned issuer regulatory

"if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act."

A well-known seasoned issuer (WKSI) is a large, established public company that meets regulatory size and reporting tests and is granted special, faster options to sell new securities to raise money. Think of it like a trusted borrower with a standing credit line: investors and markets see it as more familiar and the company can access capital quickly with less paperwork, which can affect share supply and investor returns.

Section 404(b) of the Sarbanes-Oxley Act regulatory

"attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What does Nebius Group N.V. (NBIS) change in this Form 20-F/A?

The amendment adds Exhibit 97.1, Nebius Group N.V.’s clawback policy. It does not change or update any other disclosures from the original Form 20-F for the year ended December 31, 2025.

Does the Nebius (NBIS) Form 20-F/A include new financial results?

No new financial results are added. The amendment only includes Exhibit 97.1 and confirms that all other information from the original Form 20-F remains unchanged for the year ended December 31, 2025.

How many Nebius Group N.V. (NBIS) shares were outstanding at year-end 2025?

As of the period covered, Nebius Group N.V. had 219,465,088 Class A ordinary shares and 33,551,883 Class B ordinary shares outstanding, providing investors with the capital structure mix at the reporting date.

Which auditing firm is listed in Nebius (NBIS) Form 20-F/A?

The document lists Reanda Audit & Assurance B.V. as the auditor, located in the Netherlands. This firm is identified alongside an auditor location code, indicating who reviewed the company’s financial statements.

What is Exhibit 97.1 in Nebius Group N.V. (NBIS) Form 20-F/A?

Exhibit 97.1 is the company’s clawback policy, incorporated by reference from Exhibit 99.3 of a Form 6-K filed on September 10, 2025. It outlines how incentive-based compensation may be recovered in specified situations.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 05/22/2026 - 04:01 PM EDT Learn about SEC filing dates

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 20-F/A

(Amendment No. 1)

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(Mark One)	​
☐	REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934
OR
☒	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2025
OR
☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
OR
☐	SHELL COMPANY PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of event requiring this shell company report

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Commission file number: 001-35173

NEBIUS GROUP N.V.

(Exact name of Registrant as specified in its charter)

N/A

(Translation of Registrant’s name in English)

The Netherlands

(Jurisdiction of incorporation or organization)

Schiphol Boulevard 165

Schiphol P7 1118 BG, The Netherlands

(Address of principal executive offices)

General Counsel

Schiphol Boulevard 165

Schiphol 1118 BG, The Netherlands

Email: askIR@nebius.com

(Name, Telephone, E-mail and/or Facsimile number and Address of Company Contact Person)

Securities registered or to be registered pursuant to Section 12(b) of the Act.

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	​		​
Title of each class	​	Trading Symbol(s)	​	Name of each exchange on which registered
Class A Ordinary Shares	​	NBIS	​	NASDAQ Global Select Market

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Securities registered or to be registered pursuant to Section 12(g) of the Act. None

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act. Class A Ordinary Shares

Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the Annual Report.(1)

​	​	​
Title of each class	​	Number of shares outstanding
Class A	​	219,465,088
Class B	​	33,551,883

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Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☒  No ◻

If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. Yes ◻ No ⌧

Note—checking the box above will not relieve any registrant required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 from their obligations under those Sections.

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ⌧ No ◻

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ⌧ No ◻

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ☒ Accelerated filer ¨ Non-accelerated filer ¨ Emerging growth company ☐

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards† provided pursuant to Section 13(a) of the Exchange Act. ◻

Indicate by check mark whether the Registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☒

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

† The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.

Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:

​	​	​	​
U.S. GAAP	☒	International Financial Reporting Standards ◻ as issued by the International Accounting Standards Board	Other ◻

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If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow. Item 17 ◻ Item 18 ◻

If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ⌧

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	​		​
Auditor Name	​ ​ ​	Auditor Location	​ ​	Auditor Location
Reanda Audit & Assurance B.V.	​	Netherlands	​	7018

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(1) Excluding 69,023,973 Class A shares held in treasury.

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EXPLANATORY NOTE

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Nebius Group N.V. (the “Company”) is filing this Amendment No. 1 (the “Amendment”) on Form 20-F/A to amend its annual report on Form 20-F for the fiscal year ended December 31, 2025, filed with the Securities and Exchange Commission on April 30, 2026 (the “Original 20-F”), solely for the purpose of including Exhibit 97.1.

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The Amendment does not reflect events occurring after the date of the filing of the Original 20-F or modify or update any of the other disclosures contained therein in any way. Accordingly, the Amendment should be read in conjunction with the Original 20-F. The Amendment consists solely of the preceding cover page, this explanatory note, the signature page and the Exhibits identified in Item 19.

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ITEM 19 EXHIBITS

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​	​	​
Exhibit No.	​ ​ ​	Description
97.1*	​	Clawback Policy (incorporated by reference to Exhibit 99.3 of our Form 6-K (file no. 001-35173) filed with the Securities and Exchange Commission on September 10, 2025)
101.INS	​	Inline XBRL Instance Document
101.SCH	​	Inline XBRL Taxonomy Extension Schema Document
101.CAL	​	Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF	​	Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB	​	Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE	​	Inline XBRL Taxonomy Extension Presentation Linkbase Document
104	​	Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

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* Previously Filed

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SIGNATURES

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Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

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	NEBIUS GROUP N.V.
​	​	​
​	​	​
Date: May 22, 2026	By:	/s/ BOAZ TAL
​	​	Boaz Tal
		General Counsel

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