Nebius Group (Nasdaq: NBIS) gets 20% share issue and buyback nod

Rhea-AI Filing Summary

Nebius Group N.V. (NBIS) reports that all resolutions at its August 25, 2026 Annual General Meeting were adopted. Class A and Class B shareholders voted together as a single class, with Class A carrying one vote per share and Class B carrying ten votes per share.

Shareholders approved the 2025 accounts, discharged the Board from liabilities to the company, re-appointed Arkady Volozh and Ophir Nave as Executive Directors, and re-appointed all nominated Non-Executive Directors. Auditors were appointed with strong support.

The Board was designated for five years as the competent body to issue additional Class A shares up to 20% of issued share capital (excluding Class C)20% of issued share capital2,243,621 Class C treasury shares

Filing Explained

Shareholders approved five-year issuance and 18-month repurchase powers; no completed issuance, repurchase, or Class C cancellation is reported.

Nebius Group reports that all resolutions at its August 25, 2026 annual meeting were adopted, so the disclosed shareholder approvals are complete. The structural effect is new board authority, rather than a reported transaction.

For five years, the board may issue additional Class A shares equal to up to 20% of issued share capital, excluding Class C shares, and may exclude existing holders’ pre-emptive rights for those issues. The filing reports authorization capacity, not an issuance.

Shareholders also authorized Class A repurchases of up to 20% of issued share capital for 18 months at the Nasdaq market price at repurchase. They approved cancellation of 2,243,621 Class C shares held in treasury, but the filing does not state that the cancellation has already been executed.

Subsequent company filings would be needed to establish whether the issuance, repurchase, or Class C cancellation authorizations are used or completed.

Key Figures

Class A shares eligible to vote: 238,402,543 shares Class B shares eligible to vote: 33,455,053 shares Votes for adoption of 2025 Accounts: 399,035,668 votes +5 more

8 metrics

Class A shares eligible to vote 238,402,543 shares Eligible to vote at the 2026 AGM; each carried one vote

Class B shares eligible to vote 33,455,053 shares Eligible to vote at the 2026 AGM; each carried ten votes

Votes for adoption of 2025 Accounts 399,035,668 votes Votes in favour of Item 2: Adoption of the 2025 Accounts

Votes for appointment of auditors 402,937,752 votes Votes in favour of Item 12: Appointment of Auditors

Share issuance authorization limit 20% of issued share capital Maximum additional Class A shares the Board may issue (excluding Class C) for five years

Share repurchase authorization limit 20% of issued share capital Maximum shares the Board may repurchase over 18 months

Class C shares to be cancelled 2,243,621 shares Class C treasury shares approved for cancellation

AGM date August 25, 2026 Date on which the Annual General Meeting was held

Key Terms

pre-emptive rights, treasury shares, foreign private issuer, Class B shares, +1 more

5 terms

pre-emptive rights financial

"exclude pre-emptive rights of the existing shareholders in respect of the issue"

An investor's pre-emptive rights are the option given to existing shareholders to buy new shares before they are offered to the public or new investors, letting them maintain their percentage ownership and voting power. Think of it like a right of first refusal at a sale: it prevents ownership from being diluted by allowing current holders to keep the same stake, which matters because dilution can reduce influence and the share of future profits.

treasury shares financial

"Cancellation of 2,243,621 Class C shares of the Company held in treasury"

Treasury shares are a company’s own stock that it has repurchased and keeps on its books instead of canceling or leaving in the hands of outside investors. Think of them like coupons a business puts back in a drawer: they don’t vote or receive dividends while held, but they can be reissued later for employee pay or fundraising. For investors this matters because buybacks change the number of shares that count toward earnings and ownership, can boost per‑share metrics, and use corporate cash that might otherwise go to growth or dividends.

foreign private issuer regulatory

"Report of Foreign Private Issuer Pursuant to Rule 13a-16 or 15d-16"

A foreign private issuer is a company organized outside the United States that meets tests showing it is primarily foreign-controlled and therefore qualifies for a different set of U.S. reporting rules. For investors, that means the company files less frequent or differently formatted disclosures with U.S. regulators and may follow home-country accounting and governance practices, so buying its stock is like dining at a well-reviewed restaurant that follows its home kitchen’s rules instead of the local menu — you get access but should check what standards apply.

Class B shares financial

"the total number of Class B shares eligible to vote at the AGM"

Class B shares are one type of a company’s stock that carries a specific set of rights — often different voting power or dividend rules compared with other classes. For investors, that affects influence over company decisions and potential income: owning Class B might mean fewer or more votes per share or different claim on profits, like having a different seat at a decision table or a different slice of the payout pie.

Nasdaq Global Select Market financial

"market price on the Nasdaq Global Select Market of the Class A shares"

A Nasdaq Global Select Market listing is the highest tier of stocks on the Nasdaq exchange, reserved for companies that meet the strictest financial, reporting and governance standards. For investors, it acts like a premium quality label—signaling larger, more transparent and better-governed companies that tend to offer greater liquidity and lower perceived risk compared with lower-tier listings, making it easier to buy, sell and evaluate shares.

FAQ

What did Nebius Group N.V. (NBIS) shareholders approve at the 2026 AGM?

Shareholders adopted all resolutions, including approval of the 2025 accounts, discharge of the Board, re-appointment of all nominated directors, appointment of auditors, authorization to issue additional Class A shares and exclude pre-emptive rights, share repurchase authorization, and cancellation of 2,243,621 Class C treasury shares.

How many voting rights did Nebius (NBIS) Class A and Class B shares have at the AGM?

Class A had 238,402,543 shares eligible to vote with 238,402,543 voting rights. Class B had 33,455,053 shares eligible to vote with 334,550,530 voting rights. Each Class A share carries one vote and each Class B share carries ten votes.

What new share issuance authority did Nebius (NBIS) shareholders grant the Board?

Shareholders designated the Board as the competent body to issue Class A shares up to an additional 20% of the issued share capital (excluding Class C shares) for a period of five years from the AGM date.

Did Nebius (NBIS) shareholders approve exclusion of pre-emptive rights?

Yes. Shareholders designated the Board for five years from the AGM date as the competent body to exclude pre-emptive rights of existing shareholders in respect of the issue of Class A shares.

What share repurchase authority did Nebius (NBIS) receive at the AGM?

Shareholders authorized the Board for 18 months to repurchase shares up to 20% of the issued share capital, with Class A shares to be bought at a purchase price equal to the market price on the Nasdaq Global Select Market at the time of repurchase.

What change was approved for Nebius (NBIS) Class C shares?

Shareholders approved the cancellation of 2,243,621 Class C shares of the company held in treasury, reducing the number of Class C treasury shares outstanding by that amount.

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

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Available on EDGAR 08/26/2026 - 08:32 AM Accepted by SEC EDGAR 08/26/2026 - 08:32 AM Learn about SEC filing dates

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

August 26, 2026

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 ¨

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ¨

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ¨

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.

Furnished as Exhibit 99.1 to this Report on Form 6-K is a press release dated August 26, 2026, announcing the results of the matters proposed at the Nebius Group N.V. (the “Company”) Annual General Meeting of Shareholders.

INDEX TO EXHIBITS

99.1 Press release dated August 26, 2026, announcing the results of the matters proposed at the Company’s Annual General Meeting of Shareholders.

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: August 26, 2026	By:	/s/ Nathalie Van Wiggen
		Nathalie van Wiggen
		Company Secretary

EXHIBIT 99.1

Nebius Group N.V. announces results of its Annual General Meeting

Amsterdam, the Netherlands — August 26, 2026 — Nebius Group N.V. (the “Company”; NASDAQ: NBIS), the AI cloud company, today announced that all resolutions proposed at the Annual General Meeting of the Company (the “AGM”), held on August 25, 2026, have been adopted.

The total number of Class A shares eligible to vote at the AGM was 238,402,543, with a total of 238,402,543 voting rights; the total number of Class B shares eligible to vote at the AGM was 33,455,053, with a total of 334,550,530 voting rights. Each Class A share carries one vote; each Class B share carries ten votes. The Class A shares and Class B shares voted together as a single class on all matters at the AGM.

Results of the AGM

Below are the results of each proposal presented to the AGM:

Item 1: Extension of term to prepare 2025 Accounts

Number of Votes For				Number of Votes Against				Number of Votes Abstained
	399,009,899				119,540				3,950,754

Item 2: Adoption of the 2025 Accounts

Number of Votes For				Number of Votes Against				Number of Votes Abstained
	399,035,668				93,281				3,951,244

Item 3: Discharge of the Board for liabilities to the Company

Number of Votes For				Number of Votes Against				Number of Votes Abstained
	397,925,569				1,028,935				4,125,689

Item 4: Re-appointment of Arkady Volozh as an Executive Director

Number of Votes For				Number of Votes Against				Number of Votes Abstained
	377,275,928				21,732,302				4,071,963

Item 5: Re-appointment of Ophir Nave as an Executive Director

Number of Votes For				Number of Votes Against				Number of Votes Abstained
	381,408,394				16,914,465				4,757,334

Item 6: Re-appointment of John Boynton as a Non-Executive Director

Number of Votes For				Number of Votes Against				Number of Votes Abstained
	371,282,505				27,776,619				4,021,069

Item 7: Re-appointment of Elena Bunina as a Non-Executive Director

Number of Votes For				Number of Votes Against				Number of Votes Abstained
	380,548,008				18,493,024				4,039,161

Item 8: Re-appointment of Arne Grimme as a Non-Executive Director

Number of Votes For				Number of Votes Against				Number of Votes Abstained
	397,291,738				1,090,960				4,697,495

Item 9: Re-appointment of Kira Radinsky as a Non-Executive Director

Number of Votes For				Number of Votes Against				Number of Votes Abstained
	388,247,361				10,099,710				4,733,122

Item 10: Re-appointment of Charles Ryan as a Non-Executive Director

Number of Votes For				Number of Votes Against				Number of Votes Abstained
	378,168,056				20,169,090				4,743,047

Item 11: Re-appointment of Matthew Weigand as a Non-Executive Director

Number of Votes For				Number of Votes Against				Number of Votes Abstained
	397,288,530				1,093,825				4,697,838

Item 12: Appointment of Auditors

Number of Votes For				Number of Votes Against				Number of Votes Abstained
	402,937,752				59,723				82,718

Item 13: Designation of the Board of Directors as the competent body to issue Class A Shares up to an additional 20% of the issued share capital (excluding Class C Shares) of the Company from time to time for a period of five years from the AGM Date

Number of Votes For				Number of Votes Against				Number of Votes Abstained
	375,374,419				23,704,865				4,000,909

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Item 14: Designation of the Board of Directors as the competent body to exclude pre-emptive rights of the existing shareholders in respect of the issue of Class A Shares for a period of five years from the AGM Date

Number of Votes For				Number of Votes Against				Number of Votes Abstained
	369,944,562				29,062,939				4,072,692

Item 15: Authorization of the Board of Directors for a period of 18 months to repurchase shares in the capital of the Company up to 20% of the issued share capital from time to time, in the case of Class A shares, against a purchase price equal to the market price on the Nasdaq Global Select Market of the Class A shares at the time of repurchase

Number of Votes For				Number of Votes Against				Number of Votes Abstained
	376,763,782				22,287,322				4,029,089

Item 16: Cancellation of 2,243,621 Class C shares of the Company held in treasury

Number of Votes For				Number of Votes Against				Number of Votes Abstained
	398,989,648				138,881				3,951,664

For further information, please visit https://nebius.com/shareholder-meetings.

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.

For more information please visit www.nebius.com.

Media kit nebius.com/media-kit.

Contacts

Media relations: media@nebius.com

Investor relations: askIR@nebius.com

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Filing Exhibits & Attachments

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Press Releases

• EX-99.1 EXHIBIT 99.1 50.2 KB