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Nebius Group N.V. (NBIS) SEC Filings, Aug 12-31, 2026

NBIS NASDAQ

Welcome to our dedicated page for Nebius Group N.V. SEC filings (Ticker: NBIS), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.

Our SEC filing database is enhanced with expert analysis from Rhea-AI, providing insights into the potential impact of each filing on Nebius Group N.V.'s stock performance. Each filing includes a concise AI-generated summary, sentiment and impact scores, and end-of-day stock performance data showing the actual market reaction. Navigate easily through different filing types including 10-K annual reports, 10-Q quarterly reports, 8-K current reports, proxy statements (DEF 14A), and Form 4 insider trading disclosures.

Designed for fundamental investors and regulatory compliance professionals, our page simplifies access to critical SEC filings. By combining real-time SEC filing updates, Rhea-AI's analytical insights, and historical stock performance data, we provide comprehensive visibility into Nebius Group N.V.'s regulatory disclosures and financial reporting.

Rhea-AI Summary

Nebius Group N.V. (NBIS) received a Rule 144 notice from Chief Financial Officer Alonso Sanchez Maria del Dado for a planned sale of 450 Class A ordinary shares through Citigroup Global Markets, with an aggregate market value of $90,900.00. The notice states that there are 271,855,218 Class A ordinary shares outstanding and indicates the proposed sale date as September 1, 2026 on Nasdaq. It also identifies 900 ordinary shares related to restricted share plan awards and notes that shares being sold arise from the vesting and settlement of equity awards via a sell-to-cover transaction. Over the prior three months, the CFO reported selling 1,509 ordinary shares for proceeds of $416,786.10.

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Rhea-AI Summary

Nebius Group N.V. (NBIS) reports that all resolutions at its August 25, 2026 Annual General Meeting were adopted. Class A and Class B shareholders voted together as a single class, with Class A carrying one vote per share and Class B carrying ten votes per share.

Shareholders approved the 2025 accounts, discharged the Board from liabilities to the company, re-appointed Arkady Volozh and Ophir Nave as Executive Directors, and re-appointed all nominated Non-Executive Directors. Auditors were appointed with strong support.

The Board was designated for five years as the competent body to issue additional Class A shares up to 20% of issued share capital (excluding Class C)20% of issued share capital2,243,621 Class C treasury shares

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Rhea-AI Summary

Nebius Group N.V. (NBIS) reports the closing of a large private offering of convertible senior notes in two tranches to qualified institutional buyers, raising aggregate gross proceeds of $5.75 billion. The offering consists of 0.50% Convertible Senior Notes due 2030 with an aggregate original principal amount of $3.45 billion and 4.50% Convertible Senior Notes due 2034 totaling $2.3 billion, after initial purchasers fully exercised options to buy an additional $450 million of 2030 Notes and $300 million of 2034 Notes.

Concurrently, Nebius entered into privately negotiated exchange agreements with holders of its existing convertible notes, exchanging $400 million of 2.00% Convertible Senior Notes due 2029 and $400 million of 3.00% Convertible Senior Notes due 2031 for approximately 15.8 million Class A ordinary shares. The company states that holders receiving shares may sell them or adjust hedge positions, which could pressure the market price of the Class A shares or other securities.

Nebius intends to use the net proceeds to finance business growth, including data center construction and build-out, development of its full-stack AI cloud, expansion of its data center footprint, procurement of key components such as GPUs, and for general corporate purposes. The notes and any Class A shares issuable upon conversion or in the exchanges are unregistered and may only be offered or sold under applicable exemptions.

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Rhea-AI Summary

Nebius Group N.V. (NBIS) has priced an upsized private offering of $5.0 billion aggregate principal amount of convertible senior notes, split into $3.0 billion of 0.50% notes due 2030 and $2.0 billion of 4.50% notes due 2034, sold to qualified institutional buyers. Nebius expects net proceeds of about $4.94 billion (or $5.68 billion if the overallotment is fully exercised) to fund business growth, data center build-out, AI cloud development, footprint expansion and GPU procurement, and for general corporate purposes.

The company simultaneously agreed to exchange $400 million of its 2.00% 2029 convertible notes and $400 million of its 3.00% 2031 convertible notes for roughly 15.8 million Class A shares. The new notes are senior unsecured, feature conversion prices of about $313.46 (2030) and $324.65 (2034) per share with initial premiums of 40.0% and 45.0%, and accrete so that the amounts payable at maturity reach 110% and 125% of original principal, implying higher effective conversion prices and premiums at maturity.

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Nebius Group N.V. (NBIS) plans a private offering of $4.50 billion aggregate original principal amount of convertible senior notes to qualified institutional buyers, split into $2.75 billion notes due 2030 and $1.75 billion notes due 2034. The company may grant initial purchasers options for up to an additional $375 million of 2030 Notes and $300 million of 2034 Notes. Net proceeds are intended to fund business growth, including data center construction and expansion, AI cloud development, procurement of key components such as GPUs, and general corporate purposes. Nebius also expects to enter privately negotiated exchanges of portions of its 2.00% Convertible Senior Notes due 2029 and 3.00% Convertible Senior Notes due 2031 for Class A shares. The new Notes will be senior unsecured, pay semi-annual interest, mature on February 15, 2030 and February 15, 2034, accrete to a premium principal amount, and be redeemable only after specified future dates if share-price and other conditions are met, with holders retaining conversion and “fundamental change” repurchase rights.

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Nebius Group N.V. (NBIS) director Ryan Charles E reported six open‑market sales of Class A Shares on August 14, 2026, totaling 50,000 shares. Reported weighted average sale prices ranged from $263.32 to $269.64 per share, each based on multiple trades within the stated intraday price ranges. The reporting person affirmed these trades were made pursuant to a Rule 10b5-1 trading plan. Nebius Group N.V. is described as a foreign private issuer, and the filing notes that its equity securities are exempt from Sections 16(b) and 16(c) of the Exchange Act.

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Nebius Group N.V. (NBIS) director Boynton John Wilson IV reported selling a total of 5,296 Class A Shares on August 14, 2026. The sales were made in multiple open-market or private transactions, with per-share prices including specific trades at $258.55 and weighted-average prices across ranges up to about $278.11. The filing indicates these trades were made pursuant to a Rule 10b5-1 trading plan, and the issuer is a foreign private issuer exempt from certain U.S. short-swing profit rules.

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NBIS reported a planned sale of common stock under a broker arrangement with Morgan Stanley Smith Barney LLC Executive Financial Services. The plan covers 5,296 shares of common stock listed on NASDAQ, with earlier Rule 10b5-1 sales by a related trust in June and July 2026.

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Nebius Group N.V. reported extremely rapid scale-up of its core Nebius AI cloud platform, with total revenues rising from $105.1M to $582.3M for the quarter and from $156.0M to $981.3M for the first half of 2026. Nebius AI cloud revenues grew more than sixfold to $574.9M in the quarter, driving group Adjusted EBITDA from a $21.0M loss to a $236.2M profit, despite a reported operating loss of $175.9M largely due to heavy depreciation and rapidly expanding cost base.

Net income from continuing operations swung to a $190.4M quarterly loss from a $502.5M profit a year earlier, mainly because a prior-year $597.4M non-recurring gain on ClickHouse did not repeat and interest expense on new convertible debt rose to $119.1M. For the first half, net income from continuing operations increased to $430.8M, helped by a larger $780.6M ClickHouse revaluation gain. Nebius invested heavily in GPUs and data centers, with first-half 2026 capex of $8.13B, funded by $4.34B of new convertible notes, $2.85B of treasury share sales and $2.0B of prefunded warrants, lifting cash and cash equivalents to $8.04B. Deferred revenue rose to $5.98B, reflecting substantial advance customer commitments.

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FAQ

How many Nebius Group N.V. (NBIS) SEC filings are available on StockTitan?

StockTitan tracks 106 SEC filings for Nebius Group N.V. (NBIS), including 10-K annual reports, 10-Q quarterly reports, 8-K current reports, and Form 4 insider trading disclosures. Each filing includes AI-generated summaries, impact scoring, and sentiment analysis.

When was the most recent SEC filing for Nebius Group N.V. (NBIS)?

The most recent SEC filing for Nebius Group N.V. (NBIS) was filed on August 31, 2026.