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
20, 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 ¨
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including any prospectuses forming a part of such Registration Statements, to the extent not superseded by documents or reports subsequently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 |
| 4.1 |
Indenture dated as of March 20, 2026, between the Company and U.S. Bank Trust Company, National Association, as trustee, for the 1.250% Convertible Senior Notes due 2031 |
| 4.2 |
Form of 1.250% Convertible Senior Note due 2031 (included in Exhibit 4.1) |
| 4.3 |
Indenture dated as of March 20, 2026, between the Company and U.S. Bank Trust Company, National Association, as trustee, for the 2.625% Convertible Senior Notes due 2033 |
| 4.4 |
Form of 2.625% Convertible Senior Note due 2033 (included in Exhibit 4.3) |
| 99.1 |
Press release of the Company dated March 20, 2026, announcing the closing of the Company’s private offering of convertible senior notes |
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 20, 2026 |
By: |
/s/ Boaz Tal |
| |
|
Boaz Tal |
| |
|
General Counsel |
Exhibit 99.1
Nebius Group announces closing of private offering of convertible
senior notes, with aggregate gross proceeds of approximately $4.3 billion
Amsterdam, March 20,
2026—Nebius Group N.V. (“Nebius Group” or the “Company”; NASDAQ: NBIS), a leading AI
infrastructure company, today announced the closing of its previously announced offering of convertible senior notes, in two series:
1.250% convertible notes due 2031 (the “2031 Notes”) and 2.625% convertible notes due 2033 (the “2033
Notes”, and together with the 2031 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 purchaser exercised in full its option to
purchase an additional $337.5 million aggregate original principal amount of 2031 Notes. Accordingly, the aggregate original
principal amount of the 2031 Notes is $2.5875 billion, the aggregate original principal amount of the 2033 Notes to date is $1.75
billion, and the total aggregate original principal amount of the Notes to date is $4.3375 billion. The initial purchaser continues
to have an overallotment option to purchase, for settlement within a period of 13 days from, and including, March 20, 2026, up
to an additional $262.5 million aggregate original principal amount of 2033 Notes.
As previously stated, the Company intends to use
the net proceeds from the offering of the Notes to finance 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 March 18,
2026.
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 our ability
to successfully complete the offering 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, 2024, filed with the SEC on April 30, 2025.
All information in this press release is as
of March 20, 2026 (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.
