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
February 10, 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
¨
ACQUISITION OF TAVILY
On February 9, 2026, Nebius Group N.V. (“Nebius”)
and Simba Acquisition Corp., a wholly owned subsidiary of Nebius (the “Merger Sub”), entered into an agreement and plan of
merger (the “Merger Agreement”) with AlphaAI Technologies, Inc. (the “Target”), and certain other parties
thereto,, pursuant to which the parties intend to effectuate a merger (the “Merger”) of the Merger Sub with and into Target,
with Target becoming a wholly owned subsidiary of Nebius and the surviving corporation of the Merger. The Target operates under the business
name “Tavily”, and has wholly owned subsidiaries in Israel and the United Arab Emirates.
The Merger Agreement contains representations,
warranties, indemnities and covenants customary for a transaction of this nature. The boards of directors of both Nebius and Tavily have
approved the transaction, and the transaction is not subject to the approval of the shareholders of Nebius. The closing of the transaction
contemplated under the Merger Agreement is also subject to customary closing conditions and is expected to occur in the coming days.
The transaction value has not been disclosed.
The upfront consideration is payable in cash. Common stockholders of Tavily will also be eligible to receive a further consideration amount
based on the achievement of mutually agreed upon performance targets over a specified period; the amount earned, if any, will be satisfied
at Nebius’s election in cash or in Nebius Class A shares (based on the market price of such Class A shares at the time
of settlement), or a combination thereof.
A press release announcing the signing of the
Merger Agreement is attached as Exhibit 99.1.
INDEX TO EXHIBITS
| Exhibit No. |
Description |
| 99.1 |
Press release of Nebius Group N.V. dated February 10, 2026, announcing the acquisition of Tavily. |
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: February 10, 2026 |
By: |
/s/ Boaz Tal |
| |
|
Boaz Tal |
| |
|
General Counsel |
Exhibit 99.1
Nebius
announces agreement to acquire Tavily to add agentic search to its AI cloud platform
| · | Acquisition
extends Nebius's cloud platform capabilities with real-time search infrastructure for AI
agents |
| · | Addresses
critical capability in fast-growing agentic AI market to capture multibillion-dollar opportunity |
Amsterdam,
February 10, 2026 — Nebius (NASDAQ: NBIS), the AI cloud company, today announced an agreement to acquire Tavily, a leading
agentic search provider serving Fortune 500 enterprises and top AI companies. The deal brings real-time search infrastructure into Nebius's
AI cloud platform as the agentic AI market enters a period of rapid enterprise adoption.
This
acquisition advances Nebius’s strategy to build a unified platform where vertical AI companies and enterprises can build, tune,
and run autonomous agents. By adding Tavily’s agentic search to its existing AI cloud platform, Nebius is expanding the integrated
software stack developers need to assemble and operate enterprise-grade agentic systems.
Tavily’s
technology becomes a critical component of this stack, complementing Nebius Token Factory. While Token Factory provides the high-performance
inference required for agents to reason, Tavily provides the real-time web access required for factual accuracy. By combining high-performance
inference with real-time grounding, Nebius provides the essential building blocks for the next generation of AI applications.
The
addition of agentic search capabilities gives Nebius customers critical architecture they need to build autonomous agents that can navigate
the web, verify facts, and execute complex real-world tasks, while eliminating the need for developers to patch together disparate vendors.
Roman
Chernin, co-founder and Chief Business Officer of Nebius, said:
“We're
not just an infrastructure-as-a-service company — we're building the complete platform for anyone who wants to build AI products,
agents, or services. Tavily is solving a critical part of this stack with agentic search and has proven it with strong developer adoption.
This acquisition brings the search layer directly into our stack, so developers can focus on their applications instead of managing multiple
vendors. Our strategy is clear: provide an open platform that serves everyone from startups to the largest enterprises, giving them the
tools to own their AI destiny.”
The
Tavily team, including founder and CEO Rotem Weiss, will join Nebius and continue leading development of the Tavily product. Tavily will
continue operating under its current brand, serving existing customers and developing new capabilities while leveraging Nebius's global
infrastructure and engineering resources.
Rotem
Weiss, founder and CEO of Tavily, said:
“Tavily
is on a mission to onboard the next billion AI agents to the web. Agentic search is a multi-billion-dollar opportunity, and we believe
the market is poised to grow exponentially as enterprises deploy autonomous AI systems. Joining forces with Nebius, one of the world's
premier deep-tech engineering teams, accelerates our ability to scale globally and enables us to push the boundaries of what's possible
further and faster.”
The
agentic AI market is projected to grow from approximately $7 billion in 2025 to between $140 billion and $200 billion by the early 2030s,
representing a compound annual growth rate exceeding 40%.1 Within this landscape, agentic search infrastructure represents
a critical enterprise capability: industry forecasts indicate AI agents will issue more internet queries than humans within the next
few years.
Tavily
has demonstrated strong product-market fit with over 3 million monthly SDK downloads achieved through organic, developer-led growth.
With a developer community of more than one million users, Tavily serves Fortune 500 enterprises including IBM, alongside leading AI
companies such as Cohere and Groq, powering mission-critical applications across industries including financial services, logistics,
and enterprise operations.
The
transaction is expected to close in the next few weeks, subject to customary closing conditions. The transaction value has not been disclosed.
1
E.g. Precedence Research, “Agentic AI Market Size to Hit USD 199.05 Billion by 2034” (December 2025).
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
Investor
Relations: askIR@nebius.com
Media
Relations: media@nebius.com
Disclaimer
Forward
Looking Statements
This
document contains forward-looking statements that involve risks and uncertainties. All statements contained or implied other than statements
of historical facts, including, without limitation, statements regarding our business plans, market opportunities, capital expenditure
requirements, financing requirements and projected financial performance, are forward-looking statements. In some cases, these forward-looking
statements can be identified by words or phrases such as "may," "will," "expect," "anticipate,"
"aim," "estimate," "intend," "plan," "believe," "potential," "continue,"
"is/are likely to" or other similar expressions. In addition, these forward-looking statements reflect our current views with
respect to future events and are not a guarantee 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, our ability to successfully compete
in our sector; to implement our business plans; to continue to successfully capture customers; to continue to successfully obtain required
supplies of hardware on acceptable terms; to successfully integrate acquired businesses and technologies; and to obtain further debt
or equity financing that may be necessary to achieve our objectives on acceptable terms. Many of these risks and uncertainties depend
on the actions of third parties and are largely outside of our control. We also continue to be subject to many of the risks and uncertainties
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 U.S. Securities and Exchange Commission ("SEC")
on April 30, 2025, which are available on our investor relations website at https://nebius.com/ and on the SEC website at www.sec.gov.
All information in this document is as of the date hereof, and the Company undertakes no duty to update this information unless required
by law.
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 document, 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.
