[6-K] Nebius Group N.V. Current Report (Foreign Issuer)

Rhea-AI Filing Summary

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.

Positive

• Closed a public offering of Class A ordinary shares on September 15, 2025
• Completed concurrent private offering of convertible senior notes, providing additional financing options
• Issued two note series with low fixed coupons: 1.00% (due 2030) and 2.75% (due 2032)

Negative

• Filing omits offering sizes, pricing, and conversion terms, leaving proceeds and dilution effects unspecified
• Maturities create future repayment or conversion obligations in 2030 and 2032 without disclosed mitigation details

Insights

Capital Markets Analyst

Completed equity and convertible-note financings provide fresh capital and near-term funding clarity.

The filing confirms a closed public offering of Class A ordinary shares alongside a private placement of convertible senior notes, signaling the company completed both equity and debt financing actions on September 15, 2025. The listed note coupons are 1.00% (due 2030) and 2.75% (due 2032), which indicate the debt carries fixed interest obligations through maturity.

Absent amounts, investors should note the dual structure affects capital mix and may change leverage and equity base once conversion terms or proceeds are disclosed; those details will determine near-term balance sheet impact.

Debt/Legal Analyst

Two indentures and trustee appointment standardize note terms and administration.

Exhibits list separate indentures and the corresponding forms of convertible senior notes, and name U.S. Bank Trust Company, National Association as trustee, which establishes the legal framework for noteholder rights and administration.

Key legal facts disclosed are the coupon rates and maturities (2030 and 2032); the filing does not disclose conversion mechanics, covenants, or events of default, so material contractual obligations remain unspecified until those exhibits are reviewed in full.

09/15/2025 - 03:47 PM

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

Report of Foreign Private Issuer

Pursuant to Rule 13a-16 or 15d-16 of 

the Securities Exchange Act of 1934

September 15, 2025

NEBIUS GROUP N.V.

Schiphol Boulevard 165

1118 BG, Schiphol, the Netherlands. 

Tel: +31 202 066 970 

(Address, Including ZIP Code, and Telephone Number, 

Including Area Code, of Registrant’s Principal Executive Offices)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

Form 20-F x          Form 40-F ¨

INCORPORATION BY REFERENCE

This Report on Form 6-K is hereby incorporated by reference into the Company’s Registration Statements on Form F-3ASR (File No. 333-286932) and Form S-8 (File No. 333-286934), including any prospectuses forming a part of such Registration Statements, to the extent not superseded by documents or reports subsequently filed or furnished.

INDEX TO EXHIBITS

Exhibit No.	Description
4.1	Indenture dated as of September 15, 2025, between the Company and U.S. Bank Trust Company, National Association, as trustee, for the 1.00% Convertible Senior Notes due 2030
4.2	Form of 1.00% Convertible Senior Note due 2030 (included in Exhibit 4.1)
4.3	Indenture dated as of September 15, 2025, between the Company and U.S. Bank Trust Company, National Association, as trustee, for the 2.75% Convertible Senior Notes due 2032
4.4	Form of 2.75% Convertible Senior Note due 2032 (included in Exhibit 4.3)
99.1	Press release of the Company dated September 15, 2025, announcing the closings of the Company’s public offering of Class A ordinary shares and concurrent private offering of convertible senior notes

SIGNATURES

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.

	NEBIUS GROUP N.V.
Date: September 15, 2025	By:	/s/ BOAZ TAL
		Boaz Tal
		General Counsel

FAQ

What did Nebius Group N.V. (NBIS) report in the Form 6-K?

The company reported the closings of a public offering of Class A ordinary shares and a concurrent private offering of convertible senior notes on September 15, 2025.

What convertible note series were included in the filing for NBIS?

Two series are listed: a 1.00% Convertible Senior Note due 2030 and a 2.75% Convertible Senior Note due 2032.

Who is the trustee for the convertible notes?

The trustee named for both indentures is U.S. Bank Trust Company, National Association.

Does the filing disclose proceeds, offer size, or conversion rates?

No. The exhibits list the indentures and forms of notes and a press release, but the filing does not disclose offering sizes, proceeds, pricing, or conversion mechanics.

Are the full note terms included in the filing?

Forms of the notes are referenced as included in the indenture exhibits, but the summary filing text here does not present the full contractual terms such as covenants or conversion formulas.