Nebius Group N.V. Current Report (Foreign Issuer)

Nebius Group N.V. furnished a Form 6-K and incorporated it by reference into its Registration Statements on Form F-3ASR and Form S-8, to the extent not superseded by later filings.

Accepted by SEC EDGAR 11/12/2025 - 11:07 AM EST Learn about SEC filing dates

Rhea-AI Filing Summary

Nebius Group N.V. furnished a Form 6-K and incorporated it by reference into its Registration Statements on Form F-3ASR and Form S-8, to the extent not superseded by later filings.

The filing includes an Equity Distribution Agreement dated November 12, 2025 with Goldman Sachs & Co. LLC, Morgan Stanley & Co. LLC, BofA Securities, Inc., and Citigroup Global Markets Inc. as managers, along with a legal opinion and related consent from Warendorf.

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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

November 12, 2025

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 ¨

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S-8 (File No. 333-286934), including any prospectuses forming a part of such Registration Statements, to the extent not superseded by documents or reports subsequently filed or furnished.

INDEX TO EXHIBITS

Exhibit No.	Description
99.1	Equity Distribution Agreement dated November 12, 2025, between the Company and Goldman Sachs & Co. LLC, Morgan Stanley & Co. LLC, BofA Securities, Inc., and Citigroup Global Markets Inc. as managers.
99.2	Opinion of Warendorf
99.3	Consent of Warendorf (included in Exhibit 99.2)

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: November 12, 2025	By:	/s/ BOAZ TAL
		Boaz Tal
		General Counsel