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
October 22, 2026
NEBIUS GROUP N.V.
Burgerweeshuispad 101
1076 ER Amsterdam, 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 ¨
CREDIT FACILITY
On October 17, 2026, Nebius Group N.V.,
a Dutch public company with limited liability (the “Company”), Nebius Inc., a Delaware limited liability company (the “US
Borrower”), and Nebius B.V., a Dutch private limited liability company (the “Dutch Borrower” and together with the Company
and US Borrower, the “Borrowers”), entered into a Bridge Facility Agreement (the “Facility Agreement”) with Citibank,
N.A., as mandated lead arranger and lender and certain of its affiliates as agent and security agent. The Facility Agreement provides
for a senior secured term loan facility in an aggregate principal amount of $3.5 billion for the purpose of financing the buildout of
the Borrowers’ GPU infrastructure capacity and for other general corporate purposes.
Loans
under the Facility Agreement bear interest at Term SOFR plus an applicable margin commencing at 2.75% per annum and increasing by
0.25% for each 90-day period after October 17, 2026 up to 3.50% per annum (subject to other adjustments). The
Borrowers may voluntarily prepay loans under the Facility Agreement without premium or penalty. The maturity date of the Facility
Agreement is October 16, 2027.
The Facility Agreement contains a minimum
liquidity financial covenant, other affirmative and negative covenants subject to exceptions and customary events of default subject to
grace periods and thresholds.
The obligations under the Facility
Agreement are secured by a security interest on substantially all of each Borrower’s assets, including all of the shares of the
US Borrower and Dutch Borrower held by the Company, subject to exceptions for excluded assets and permitted liens.
A press release announcing the signing of the
Facility Agreement is attached as Exhibit 99.1.
INDEX TO EXHIBITS
| Exhibit No. |
Description |
| 99.1 |
Press release of Nebius Group N.V., dated October 22, 2026, announcing signing of the Facility Agreement. |
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: October 22, 2026 |
By: |
/s/ NATHALIE VAN WIGGEN |
| |
|
Nathalie van Wiggen |
| |
|
Company Secretary |
Exhibit 99.1
Nebius secures $3.5 billion financing
facility with Citi
| ● | Marks next step in Nebius’s
strategy to fund global capacity build-out on attractive terms |
| ● | Advances diversified capital structure
built on a disciplined balance sheet |
| ● | Increases flexibility over timing
and structure of longer-term financing to fuel growth in 2027 and beyond |
Amsterdam, 22 October 2026 —
Nebius Group N.V. (Nasdaq: NBIS), the AI cloud company, today announced that it has entered into a $3.5 billion senior secured facility
provided by Citi.
The facility provides access to capital
at attractive rates to support Nebius’s global capacity build-out, and advances the company’s diversified and sequenced funding
strategy.
It complements a funding base that includes
customer prepayments and operating cash flows with other financing mechanisms.
This provides flexibility over the timing
and structure of further external capital-raising as the company continues to execute on its global build-out plans.
Ophir Nave, Chief Operating Officer
of Nebius, said:
“We continue to execute our funding
strategy as planned, and are pleased to have secured this financing from a leading global financial institution. This is a result of
our disciplined approach to managing our balance sheet to fund our portfolio of projects, and once again demonstrates our ability to
choose when and how we raise capital to support our growth.
“Sequencing our financing is how
we optimize our long-term cost of capital. This facility provides additional financing to support our near-term capacity build-out. We
still have a range of capital sources available to us to finance the next phase of growth, including asset-backed financing based on
investment-grade customer commitments of more than $40 billion of long-term contracts.”
The facility has a 364-day maturity
and initially bears interest at Term SOFR plus 2.75% per annum, increasing up to a maximum of 3.50% per annum, and subject to other
adjustments.
The proceeds will be used for data center
development and GPU procurement, as well as for general corporate purposes.
Citi acted as mandated lead arranger,
agent and security agent.
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 nebius.com.
Contacts
Media relations: media@nebius.com
Investor relations: askIR@nebius.com
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
GPU procurement and data center development, financing strategy, 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, 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.
