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including any prospectuses forming a part of such Registration Statements, to the extent not superseded by documents or reports subsequently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 $5.0
billion of convertible senior notes
Amsterdam, August 19, 2026—Nebius Group N.V. (“Nebius Group”
or the “Company”; NASDAQ: NBIS), the AI cloud company, today announced the pricing of its offering of $5.0 billion aggregate
original principal amount of convertible senior notes, in two series: $3.0 billion aggregate original principal amount of 0.50% convertible
notes due 2030 (the “2030 Notes”) and $2.0 billion aggregate original principal amount of 4.50% convertible notes due 2034
(the “2034 Notes”, and together with the 2030 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 $4.5 billion aggregate original principal amount of the Notes. The issuance and sale of
the Notes are expected to settle on August 24, 2026, subject to customary closing conditions. Nebius Group has also granted the initial
purchasers of the Notes an 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 $450 million aggregate original principal amount of 2030 Notes and up to an additional $300 million aggregate
original principal amount of 2034 Notes.
Concurrently with the pricing of the offering of the Notes, in separate,
privately negotiated transactions, the Company entered into exchange agreements with a limited number of holders of the Company’s
2.00% Convertible Senior Notes due 2029 (the “2029 Notes”) and 3.00% Convertible Senior Notes due 2031 (the “2031 Notes”
and, together with the 2029 Notes, the “Existing Notes”), pursuant to which the Company will exchange $400 million aggregate
original principal amount of the 2029 Notes and $400 million aggregate original principal amount of the 2031 Notes for an aggregate of
approximately 15.8 million of its Class A ordinary shares, par value €0.01 (“Class A shares”) . The terms of each such
exchange were individually negotiated with each participating holder. Holders of the Existing Notes that participated in such exchanges
may sell the Class A shares in the open market and/or enter into or unwind various derivative transactions in connection with hedge positions
they may have with respect to the Existing Notes. These activities could decrease (or reduce the size of any increase in) the market price
of the Class A shares or the trading price of the Company’s other securities. The completion of the Notes offering is not contingent
upon the completion of the exchange transactions. The exchange transactions are expected to settle on or about August 24, 2026, subject
to customary closing conditions.
The Company estimates that the net proceeds from the offering of the
Notes will be approximately $4.94 billion (or approximately $5.68 billion if the initial purchasers fully exercise their option to purchase
additional Notes), after deducting the initial purchasers’ discounts and commissions and estimated offering expenses.
The Company intends to use the net proceeds from the offering of the
Notes to finance the continuing growth of its business, including 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 0.50%, in the
case of the 2030 Notes, and 4.50%, in the case of the 2034 Notes, payable semi-annually in arrears on February 15 and August 15 of each
year, beginning on February 15, 2027.
The initial conversion rate for the 2030 Notes is 3.1902 Class A shares
per $1,000 original principal amount of Notes, which represents an initial conversion price of approximately $313.46 per Class A share.
The initial conversion price of the 2030 Notes represents a premium of approximately 40.0% over the last reported sale price of $223.90
per Class A share on Nasdaq on August 19, 2026. The initial conversion rate for the 2034 Notes is 3.0802 Class A shares per $1,000 original
principal amount of Notes, which represents an initial conversion price of approximately $324.65 per Class A share. The initial conversion
price of the 2034 Notes represents a premium of approximately 45.0% over the last reported sale price of $223.90 per Class A share on
Nasdaq on August 19, 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 2030 Notes and the 2034 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 February 15, 2030 and February 15, 2034, 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 the case of the 2030 Notes,
it reaches 110% of the original principal amount of the 2030 Notes on the respective maturity date and, in the case of the 2034 Notes,
it reaches 125% of the original principal amount of the 2034 Notes on the respective maturity date.
Taking into account the Accreted Principal Amount payable at the respective
maturity date, the effective conversion price of the 2030 Notes is equal to approximately $344.81 per Class A share at maturity, implying
an effective conversion premium of approximately 54.0%, and the effective conversion price of the 2034 Notes is equal to approximately
$405.82 per Class A share at maturity, implying an effective conversion premium of approximately 81.3%.
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).
The Company
may not redeem the Notes prior to February 21, 2028 in the case of the 2030 Notes, and August 21, 2028 in the case of the 2034 Notes,
except in the event of certain tax law changes. The Notes will be redeemable, in whole or in part (subject to certain limitations), for
cash on or after February 21, 2028 in the case of the 2030 Notes, and August 21, 2028 in the case of the 2034 Notes, and on or before
the 30th scheduled trading day immediately before the relevant maturity date, but only if (i) such Notes are freely tradable
(as defined in the Indentures) and all accrued and unpaid additional interest thereon, if any, has been paid as of the date the Company
sends the related redemption notice and (ii) the last reported sale price per Class A share is equal to or exceeds 130% of, or in the
case of any 2034 Notes that are to be redeemed on or after August 21, 2028 and prior to August 21, 2029, 150% 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 or deliverable in the exchange transactions described above 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. This press release does not constitute
an offer to exchange or purchase or a notice of redemption with respect to the Existing Notes.
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 and exchange transactions 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, 2025, filed with the Securities and Exchange Commission
(“SEC”) on April 30, 2026, as amended.
All information in this press release is as
of the time of its issuance on August 19, 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.
