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Nebius Group N.V. entered into a private placement with NVIDIA, issuing a pre-funded warrant for aggregate gross proceeds of approximately $2 billion. The warrant has an exercise price of $0.0001 per Class A ordinary share and is exercisable for 21,065,936 Class A ordinary shares, which will be delivered from treasury shares or newly issued shares.
The company plans to use the net proceeds to fund development of its full-stack AI cloud and to build greenfield data centers. NVIDIA and Nebius also announced a strategic partnership aimed at scaling Nebius’s AI cloud platform, targeting deployment of more than 5 gigawatts of NVIDIA systems by the end of 2030. The warrant and underlying shares were sold in a transaction exempt from registration under U.S. securities laws.
Orbis Investment Management Limited filed an amended Schedule 13G reporting its beneficial ownership of Class A common stock of Nebius Group N.V.. Orbis reports beneficial ownership of 3,335,358 shares, representing 1.5% of the class as of the reporting date.
Orbis, organized in Bermuda, reports sole power to vote and dispose of all 3,335,358 shares, with no shared voting or dispositive power. The filing notes that other persons have rights to receive dividends or sale proceeds related to these securities, while Orbis certifies the holdings are in the ordinary course of business and not for influencing control.
Nebius Group N.V. is changing its independent auditor, with the Board and Audit Committee recommending that shareholders approve the appointment of Deloitte & Touche LLP as auditor for the fiscal year ending December 31, 2026. Reanda Audit & Assurance B.V. will be dismissed as auditor after completing the audit of the 2025 financial statements and the review of the first quarter ending March 31, 2026, subject to shareholder approval of Deloitte at the 2026 annual general meeting.
For the fiscal year ended December 31, 2024, Reanda issued an unqualified opinion on Nebius’s financial statements, but expressed an adverse opinion on internal control over financial reporting as of that date. The company states there were no disagreements with Reanda on accounting, disclosure, or audit matters, and that it did not consult Deloitte on accounting or audit issues before this proposed appointment. Reanda’s confirming letter to the SEC is filed as an exhibit.
Nebius Group N.V. reported explosive growth in 2025 as it scales its AI cloud business. Q4 2025 revenue reached $227.7 million, up 547% year over year, with full-year revenue of $529.8 million, up 479%, driven by strong demand for compute capacity.
The company achieved its first quarter of positive adjusted EBITDA, posting $15.0 million in Q4 versus a $63.9 million loss a year earlier, while full-year adjusted EBITDA remained negative at $64.9 million. Nebius reported 2025 net income of $101.7 million, compared with a $641.4 million loss in 2024, helped by gains on investments.
Nebius is investing heavily to build global AI infrastructure. Q4 capital expenditures were about $2.1 billion, mainly for GPUs and data centers, and non-current debt reached $4.1 billion. Cash and cash equivalents rose to $3.7 billion, and the company targets $7–9 billion in ARR as it scales contracted power above 2 GW.
Nebius Group N.V. has signed a definitive agreement to acquire Tavily, an agentic search provider serving Fortune 500 enterprises and leading AI companies. Tavily will become a wholly owned subsidiary through a merger with a Nebius subsidiary, with boards of both companies approving the deal.
The upfront consideration is payable in cash, with additional performance-based earnout that Nebius may settle in cash, Nebius Class A shares, or a mix of both. Tavily’s real-time agentic search will be integrated into Nebius’s AI cloud platform alongside Nebius Token Factory, aiming to provide both high-performance inference and real-time web grounding for enterprise AI agents.
Tavily brings over 3 million monthly SDK downloads and a developer community of more than one million users, supporting mission-critical applications across sectors such as financial services, logistics, and enterprise operations. The transaction value was not disclosed and is expected to close in the coming days, subject to customary conditions.
Nebius Group N.V. furnished a Form 6-K providing investors with its Operating and Financial Review and Prospects and unaudited condensed consolidated financial statements for the third quarter and nine months ended September 30, 2024 and 2025. These materials, included as Exhibits 99.1 and 99.2, give more detail on the company’s recent performance and financial position. The report is also incorporated by reference into Nebius Group’s existing shelf and employee benefit registration statements, allowing the new information to be used in connection with previously registered securities offerings and plans.
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.
Nebius Group N.V. (NBIS) launched an at-the-market equity program to offer up to 25,000,000 Class A ordinary shares under a prospectus supplement to its May 2025 shelf. Sales may occur from time to time through Goldman Sachs, Morgan Stanley, BofA Securities, and Citigroup, which will receive a 1.25% commission on gross sales. This is a primary offering; the company, not the agents, will receive the net proceeds.
The company plans to use proceeds to fund business growth, including acquiring compute hardware, securing land, expanding its data center footprint, and for general corporate purposes. Class A shares outstanding were 218,158,548 as of September 30, 2025; outstanding shares could rise to up to 243,158,548 if the full program is sold. The shares trade on Nasdaq as “NBIS.”
Recent developments include a five‑year Meta agreement with total contract value of approximately $2.9 billion and a Microsoft agreement with total contract value of about $17.4 billion through 2031 (up to $19.4 billion with additional capacity). In September 2025, Nebius also completed an underwritten offering of 12,432,432 shares at $92.50 and issued $1,581,250,000 2030 notes (1.00%) and $1,581,250,000 2032 notes (2.75%).