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 13, 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 ¨
INFORMATION CONTAINED IN THIS REPORT ON FORM
6-K
Furnished as Exhibit 99.1 to this Report on Form
6-K is the Operating and Financial Review and Prospects of Nebius Group N.V. (the “Company”) for the Third Quarter
and Nine Months Ended September 30, 2024 and 2025.
Furnished as Exhibit 99.2 to this Report on Form
6-K are the Unaudited Condensed Consolidated Financial Statements of the Company as of and for the Three and Nine Months Ended September
30, 2024 and 2025.
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including any prospectuses forming a part of such Registration Statements, to the extent not superseded by documents or reports subsequently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 |
Operating and Financial Review and Prospects of Nebius Group N.V. (the “Company”) for the Third Quarter and Nine Months Ended September 30, 2024 and 2025 |
| 99.2 |
Unaudited Condensed Consolidated Financial Statements of the Company as of and for the Three and Nine Months Ended September 30, 2024 and 2025 |
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.
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NEBIUS GROUP N.V. |
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| Date: November 13, 2025 |
By: |
/s/ BOAZ TAL |
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Boaz Tal |
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General Counsel |
