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Nebius Group N.V., a foreign private issuer based in the Netherlands, submitted a Form 6-K that makes available its unaudited consolidated financial results for the third quarter ended September 30, 2025. These results are contained in a press release dated November 11, 2025, filed as Exhibit 99.1, and are accompanied by a Letter to Shareholders dated the same day, filed as Exhibit 99.2.
The press release in Exhibit 99.1 is also incorporated by reference into Nebius Group’s existing Form F-3ASR and Form S-8 registration statements, which means the third-quarter financial information can be used in connection with those previously registered securities offerings.
Nebius Group N.V. announced a commercial agreement under which its subsidiary will provide Meta Platforms access to two dedicated GPU infrastructure capacity clusters over a five-year term. The first order under the agreement has a total contract value of approximately $2.9 billion, with deployments planned in two tranches during December 2025 and February 2026, along with storage and connectivity services.
Meta may extend the term and/or purchase additional services or capacity. The company states that cash flow from the agreement will be used to finance part of the related capital expenditures. If, after a grace period, Nebius misses agreed delivery dates for the first tranche, Meta can terminate the order; after the first tranche is live, failure to meet second‑tranche delivery dates allows termination of the second tranche only. The documents include customary terms such as service levels, discounted monthly fees for late delivery, representations and warranties, indemnities, and limitations of liability.
Nebius Group N.V. filed a Form 6-K furnishing a press release from its subsidiary, Avride Group, Inc., dated October 22, 2025. The release announces a strategic investment and other commitments of up to $375 million backed by Uber and Nebius.
This notice signals a significant funding initiative at the subsidiary level, as disclosed in Exhibit 99.1.
Nebius Group N.V. (NBIS) Form 144 shows a proposed sale of 38,099 Class A ordinary shares through Citigroup Global Markets on 10/01/2025 with an aggregate market value of $4,210,651.95. The filing lists the shares were acquired on 10/01/2025 as AWARDS RSP 2024 from Nebius Group N V and the consideration was compensation. The filing also discloses multiple securities sales by Arkadiy Volozh during July–September 2025 totaling several million shares and proceeds, including one sale of 2,048,975 shares on 09/11/2025 with gross proceeds of $187,943,882.91. The notice contains the standard representation that the seller is not aware of undisclosed material adverse information.
Nebius Group N.V. reports that underwriters have exercised their option to purchase an additional 1,621,621 Class A shares in the company’s previously announced underwritten public offering at an offering price of $92.50 per share, before underwriting discounts and commissions. This increases the size of the existing equity offering, allowing more shares to be sold under the same terms.
The report also states that this Form 6-K, excluding the attached press release, is incorporated by reference into Nebius Group’s effective registration statements on Form F-3ASR and Form S-8, so the information becomes part of those shelf and employee benefit plan filings.
Nebius Group N.V. filed a Form 6-K reporting the closings of a public offering of Class A ordinary shares and a concurrent private offering of convertible senior notes, all announced on September 15, 2025. The exhibits list two separate indentures: a 1.00% Convertible Senior Note due 2030 and a 2.75% Convertible Senior Note due 2032, each with a form of note included and with U.S. Bank Trust Company, National Association named as trustee. A press release announcing the closings is included as an exhibit. The filing provides document references and transaction structure but does not disclose offering sizes, pricing, conversion rates, or proceeds.