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
March 16, 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 ¨
COMMERCIAL AGREEMENT WITH META
On March 13, 2026, Nebius, Inc. (the “Company”),
a wholly owned subsidiary of Nebius Group N.V., entered into an Infrastructure Service Agreement (the “Agreement”) with Meta
Platforms, Inc. (“Meta”), pursuant to which the Company and Meta will enter into a series of orders, each for a duration of
5 years (each an “Order”). The Agreement and the initial Orders thereunder have a total contract value of up to approximately
$27 billion.
Certain of the Orders are for dedicated GPU capacity
clusters across multiple locations, and for a duration of 5 years, with deployments in tranches starting early 2027, and each order with
associated storage and connectivity services. These Orders have a total contract value of $12 billion.
A further Order establishes an arrangement that
provides Meta with access to any unsold capacity in respect of certain GPU clusters as specified in the Agreement. It is the Company’s
current intention to sell such capacity in its AI cloud to third-party customers. Under the terms of this Order, in instances where the
relevant capacity is not sold by Nebius to other customers, Meta is obligated to purchase such unsold capacity for the remainder of the
period ending 5 years from the date on which such unsold capacity was initially deployed. This Order has a potential total contract value
of up to $15 billion.
The Agreement and Orders contain customary provisions
for an agreement of this nature, including termination, service level commitments, discounted monthly fees for late delivery, representations
and warranties, indemnities, and limitations of liability.
A press release announcing the signing of the Agreement is attached
as Exhibit 99.1.
INDEX TO EXHIBITS
| Exhibit No. |
|
Description |
| 99.1 |
|
Press release of Nebius Group N.V. dated March 16, 2026, announcing the Agreement with Meta. |
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: March 16, 2026 |
By: |
/s/ Boaz Tal |
| |
|
Boaz Tal |
| |
|
General Counsel |
Exhibit 99.1
Nebius signs new AI infrastructure agreement with Meta; deal to
accelerate growth of Nebius’s core business in AI cloud
Amsterdam, March 16, 2026 — Nebius Group N.V. (NASDAQ:
NBIS), the AI cloud company, today announced a new long-term AI infrastructure supply agreement with Meta, strengthening the collaboration
between the companies.
Under the five-year agreement, Nebius will provide $12 billion of
dedicated capacity across multiple locations, based on one of the first large-scale deployments of the NVIDIA Vera Rubin platform. Nebius
will deliver this capacity starting early 2027.
Furthermore, in connection with access to these NVIDIA Vera Rubin
deployments, Meta has committed to purchase additional available compute capacity across certain upcoming Nebius clusters up to a total
of $15 billion over a five-year period. Nebius currently intends to sell this capacity to third-party customers of its AI cloud business,
with remaining capacity to be purchased by Meta.
The agreement has a contract value of up to approximately $27 billion.
Arkady Volozh, founder and CEO of Nebius, said:
“We are pleased to expand our significant partnership with Meta
as part of securing more large, long-term capacity contracts to accelerate the build-out and growth of our core AI cloud business. We
will continue to deliver.”
Nebius’s guidance for 2026 remains unchanged.
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
Contacts
Media relations: media@nebius.com
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 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 SEC on April 30, 2025, which is available on our investor relations
website at https://nebius.com/investor-hub and on the SEC website at www.sec.gov.
All information in this press release is as of the date hereof
(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 hereof 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.
