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including any prospectuses forming a part of such Registration Statements, to the extent not superseded by documents or reports subsequently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 closing of private offering
of convertible senior notes, with aggregate gross proceeds of approximately $5.75 billion
Amsterdam, August 24,
2026—Nebius Group N.V. (“Nebius Group” or the “Company”; NASDAQ: NBIS), the AI cloud company,
today announced the closing of its previously announced offering of convertible senior notes, in two series: 0.50% convertible notes due
2030 (the “2030 Notes”) and 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 initial purchasers exercised in full their options to purchase an additional $450 million aggregate original
principal amount of 2030 Notes and $300 million aggregate original principal amount of 2034 Notes. Accordingly, the aggregate original
principal amount of the 2030 Notes is $3.45 billion, the aggregate original principal amount of the 2034 Notes is $2.3 billion, and the
total aggregate original principal amount of the Notes is $5.75 billion.
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”) to 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.
As previously communicated, 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.
Information about the terms of the Notes can be
found in the Company’s Report on Form 6-K filed with the Securities and Exchange Commission (“SEC”) on August 20,
2026.
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 sale of securities in any state or other
jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities
laws of any such state or other jurisdiction.
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 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 SEC on April 30,
2026, as amended.
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 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.
