Indicate by check mark whether the registrant files or will file annual
reports under cover of Form 20-F or Form 40-F.
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including any prospectuses forming a part of such Registration Statements, to the extent not superseded by documents or reports subsequently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.
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.
Exhibit 99.1
Nebius Group announces pricing of upsized private
offering of $4.0 billion of convertible senior notes
Amsterdam, March 17, 2026—Nebius
Group N.V. (“Nebius Group” or the “Company”; NASDAQ: NBIS), a leading AI infrastructure company, today announced
the pricing of its offering of $4.0 billion aggregate original principal amount of convertible senior notes, in two series: $2.25 billion
aggregate original principal amount of 1.250% convertible notes due 2031 (the “2031 Notes”) and $1.75 billion aggregate original
principal amount of 2.625% convertible notes due 2033 (the “2033 Notes”, and together with the 2031 Notes, the “Notes”),
in a private offering to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities
Act”). The offering was upsized from the previously announced offering size of $3.75 billion aggregate original principal amount
of the Notes. The issuance and sale of the Notes are expected to settle on March 20, 2026, subject to customary closing conditions. Nebius
Group has also granted the initial purchaser an overallotment option to purchase, for settlement within a period of 13 days from, and
including, the date the Notes are first issued, up to an additional $337.5 million aggregate original principal amount of 2031 Notes and
up to an additional $262.5 million aggregate original principal amount of 2033 Notes.
The Company estimates that the net proceeds from
the offering of the Notes will be approximately $3.96 billion (or approximately $4.55 billion if the initial purchaser fully exercises
its option to purchase additional notes), after deducting the initial purchaser’s discounts and commissions and estimated offering
expenses.
The Company intends to use the net proceeds from
the offering of the Notes to finance expenditures related to the construction and build-out of its data centers, investments to develop
its full-stack AI cloud, the expansion of its data center footprint and the procurement of key components (including GPUs), and for general
corporate purposes.
The Notes will be issued pursuant to respective
indentures (the “Indentures”) between the Company and U.S. Bank Trust Company, National Association, as trustee (the “Trustee”).
The Notes will be senior, unsecured obligations of the Company and will bear interest on the original principal amount thereof at an annual
rate of 1.250%, in the case of the 2031 Notes, and 2.625%, in the case of the 2033 Notes, payable semi-annually in arrears on March 15
and September 15 of each year, beginning on September 15, 2026.
The initial conversion rate for the 2031 Notes
is 5.4579 of the Company's Class A ordinary shares, par value €0.01 (“Class A shares”) per $1,000 original principal
amount of Notes, which represents an initial conversion price of approximately $183.22 per Class A share. The initial conversion
price of the 2031 Notes represents a premium of approximately 57.5% over the last reported sale price of $116.33 per share of the Company’s
Class A Shares on Nasdaq on March 17, 2026. The initial conversion rate for the 2033 Notes is 5.5460 Class A shares per $1,000 original
principal amount of Notes, which represents an initial conversion price of approximately $180.31 per Class A share. The initial conversion
price of the 2033 Notes represents a premium of approximately 55.0% over the last reported sale price of $116.33 per share of the Company’s
Class A Shares on Nasdaq on March 17, 2026. The conversion rate and conversion price of each series of Notes will be subject to adjustment
upon the occurrence of certain events. For conversions made in connection with a “make-whole fundamental change”, as defined
in the respective Indenture, the conversion rate will be increased based on a customary make-whole table. For the avoidance of doubt,
for the purposes of the exercise of any conversion rights in respect of the Notes, the conversion rate and conversion price will be based
on the original principal amount of Notes, and not the Accreted Principal Amount (as defined below).
The 2031 Notes and the 2033 Notes will mature,
and the original principal amount of such Notes plus an amount accreted thereon (together, the “Accreted Principal Amount”
in respect of the relevant series of Notes) will be payable, on March 15, 2031 and March 15, 2033, respectively, unless the relevant
Notes have been earlier repurchased, redeemed or converted in accordance with their terms. The Accreted Principal Amount for the relevant
series of Notes will be calculated in accordance with an accretion schedule to be included in the respective Indenture such that, in each
case, it reaches 120% of the original principal amount of the respective series of Notes on the respective maturity date. For the avoidance
of doubt, for the purposes of the exercise of any conversion rights in respect of the Notes, the conversion rate and conversion price
will be based on the original principal amount of the Notes and not the Accreted Principal Amount.
Taking into account the Accreted Principal Amount
payable at the respective maturity date, the effective conversion price of the 2031 Notes is equal to approximately $219.86 per Class A
share at maturity, implying an effective conversion premium of approximately 89.0%, and the effective conversion price of the 2033 Notes
is equal to approximately $216.37 per Class A share at maturity, implying an effective conversion premium of approximately 86.0%.
Prior to the close of business on the business
day immediately before the date that is two months prior to the respective maturity date of each series of Notes, the Notes of such series
will be convertible only upon satisfaction of certain conditions and during certain periods, including if the last reported sale price
of the Class A shares over a specified period of time is equal to or greater than 130% of the product of the conversion price for
the relevant series of the notes and the then-applicable ratio of the Accreted Principal Amount at the time to the original principal
amount of the Notes (the “Accretion Ratio”). From the date that is two months prior to the respective maturity date of each
series of Notes, the Notes of such series will be convertible at any time at the election of the holders of such Notes until the close
of business on the second scheduled trading day immediately preceding the respective maturity date. The Company will settle conversions
of the Notes by paying or delivering, as applicable, cash, Class A shares or a combination of cash and Class A shares, at the
Company’s election (subject to certain conditions related to Dutch tax laws).
We may not redeem the Notes prior to March 20,
2029, in the case of the 2031 Notes, and March 20, 2030, in the case of the 2033 Notes, except in the event of certain tax law changes.
The respective series of the Notes will be redeemable, in whole or in part (subject to certain limitations), for cash on or after March 20,
2029, in the case of the 2031 Notes, and March 20, 2030, in the case of the 2033 Notes, and on or before the 30th scheduled trading day
immediately before the relevant maturity date, but only if the last reported sale price per Class A share is equal to or exceeds
130% of the product of the conversion price for the relevant series of Notes and the then-applicable Accretion Ratio for such series of
Notes for a specified period of time. The redemption price for the relevant series of Notes will be equal to the Accreted Principal Amount
as of the redemption date of the Notes being redeemed, plus accrued and unpaid interest, if any, on the original principal amount thereof
to, but excluding, the redemption date. Following delivery of a redemption notice by the Company in respect of a series of the Notes,
holders of the Notes of such series will have the right, at their option, to convert their Notes prior to the close of business on the
second business day immediately preceding the redemption date, at the conversion rate applicable at the time. No make-whole adjustments
to the conversion rate will be made in connection with any optional redemption or tax redemption.
If certain corporate events that constitute a
“fundamental change” occur, then, subject to a limited exception, noteholders may require the Company to repurchase their
Notes for cash. The repurchase price will be equal to the Accreted Principal Amount of the relevant series of Notes to be repurchased
as of the fundamental change repurchase date, plus accrued and unpaid interest, if any, on the original principal amount thereof to, but
excluding, such repurchase date.
The offer and sale of the Notes and any Class A
shares deliverable upon conversion of the Notes have not been, and will not be, registered under the Securities Act or any other securities
laws, and the Notes and any such Class A shares cannot be offered or sold except pursuant to an exemption from, or in a transaction
not subject to, the registration requirements of the Securities Act and any other applicable securities laws.
This press release does not and shall not constitute
an offer to sell, or the solicitation of an offer to buy, any securities, nor shall there be any offer, solicitation or sale of such securities
in any state or other jurisdiction in which such offer, sale or solicitation would be unlawful.
About Nebius
Nebius, the AI cloud company, is building the
full-stack platform for developers and companies to take charge of their AI future — from data and model training to production
deployment. Founded on deep in-house technological expertise and operating at scale with a rapidly expanding global footprint, Nebius
serves startups and enterprises building AI products, agents, and services worldwide.
Nebius is listed on Nasdaq (NASDAQ: NBIS) and
headquartered in Amsterdam.
Contacts
Investor relations: askIR@nebius.com
Disclaimer
Forward-looking statements
This press release contains forward-looking
statements within the meaning of the Private Securities Litigation Reform Act of 1995, which involve risks and uncertainties. All statements
contained in this press release other than statements of historical fact, including, without limitation, statements regarding our ability
to successfully complete the offering described herein, our future financial and business performance, strategy, expected growth, planned
investments and capital expenditures, capacity expansion plans, anticipated future financing transactions and expected financial results,
are forward-looking statements. The words “anticipate, ” “believe, ” “continue, ” “estimate,
” “expect, ” “guide, ” “intend, ” “likely, ” “may, ” “will”
and similar expressions and their negatives are intended to identify forward-looking statements.
These forward-looking statements are subject
to risks, uncertainties and assumptions, some of which are beyond our control. Actual results may differ materially from the results predicted
or implied by such statements, and our reported results should not be considered as an indication of future performance. The potential
risks and uncertainties that could cause actual results to differ from the results predicted or implied by such statements include, among
others: market, macroeconomic and geopolitical conditions; our ability to build, operate and manage our businesses to the desired scale;
competitive pressures; technological developments; our ability to secure and retain clients; our ability to secure additional capital
to enable the growth of the business; unpredictable sales cycles; and potential pricing pressures; as well as those risks and uncertainties
related to our continuing businesses included under the captions “Risk Factors” and “Operating and Financial Review
and Prospects” in our Annual Report on Form 20-F for the year ended December 31, 2024, filed with the Securities and Exchange Commission
(“SEC”) on April 30, 2025.
All information in this press release is as
of March 17, 2026 (unless stated otherwise). Except as required by law, we undertake no obligation to update or revise publicly any forward-looking
statements, whether as a result of new information, future events or otherwise, after the date on which the statements are made or to
reflect the occurrence of unanticipated events.
In addition, statements that “we believe”
and similar statements reflect our beliefs and opinions on the relevant subject. These statements are based upon information available
to us as of the date of this press release and, while we believe such information forms a reasonable basis for such statements, such information
may be limited or incomplete, and our statements should not be read to indicate that we have conducted an exhaustive inquiry into, or
review of, all potentially available relevant information. These statements are inherently uncertain, and investors are cautioned not
to unduly rely upon these statements.
