Welcome to our dedicated page for Nebius Group 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.
The Nebius Group N.V. (NASDAQ: NBIS) SEC filings page on Stock Titan provides access to the company’s regulatory disclosures as a foreign private issuer. Nebius files reports such as Form 20-F and multiple Forms 6-K, which include operating and financial reviews, unaudited condensed consolidated financial statements, capital markets documentation, and press releases that are incorporated by reference into its registration statements.
In its Form 6-K filings, Nebius has furnished Operating and Financial Review and Prospects for specific periods, together with unaudited condensed consolidated financial statements. These materials explain the performance of Nebius’s core AI infrastructure business, Nebius AI Cloud, as well as its additional businesses Avride and TripleTen, and describe how Toloka’s results were reclassified to discontinued operations after Nebius ceased to hold majority voting power. The company also discusses the use of non-GAAP measures such as Adjusted EBITDA (loss) and Adjusted net income (loss), and provides reconciliations to U.S. GAAP metrics.
Other Nebius 6-K filings relate to capital markets and financing activities. For example, the company has filed indentures and forms of its 1.00% Convertible Senior Notes due 2030 and 2.75% Convertible Senior Notes due 2032, along with press releases announcing the closing of public offerings of Class A ordinary shares and concurrent private offerings of convertible notes. Additional 6-Ks describe the exercise of underwriters’ options to purchase additional Class A shares and the establishment of an equity distribution agreement for an at-the-market equity program.
Nebius also uses Form 6-K to disclose material commercial agreements. One filing details a commercial agreement between Nebius, Inc., a wholly owned subsidiary, and Meta Platforms, Inc., under which Nebius will provide Meta access to two dedicated GPU infrastructure capacity clusters over a five-year term, with a total contract value of approximately $2.9 billion. The filing outlines deployment tranches, associated storage and connectivity services, and customary provisions such as termination rights, service level commitments, discounted fees for late delivery, representations and warranties, indemnities, and limitations of liability.
Additional 6-Ks incorporate press releases related to subsidiary activities, such as Avride’s strategic investment and commitments backed by Uber and Nebius, and group-level announcements about financial results and shareholder communications. Many of these filings are expressly incorporated by reference into Nebius’s automatically effective shelf registration statement on Form F-3ASR and its Form S-8, which are used for securities offerings and equity compensation plans.
On Stock Titan, Nebius filings are updated as they appear on EDGAR, and AI-powered summaries can help readers quickly understand the focus of each document. Users can review quarterly and annual discussions of Nebius’s AI-native cloud platform, its additional businesses, capital structure, and major commercial contracts, as well as track how the company presents non-GAAP measures and reconciliations over time.
Nebius Group N.V. is raising $4.0 billion through an upsized private offering of convertible senior notes sold to qualified institutional buyers. The deal consists of $2.25 billion of 1.250% notes due 2031 and $1.75 billion of 2.625% notes due 2033, with an option for up to $600 million of additional notes.
The company expects net proceeds of approximately $3.96 billion, or approximately $4.55 billion if the option is fully exercised. Nebius plans to fund data center construction and build-out, expand its AI cloud footprint, procure key components including GPUs, and support general corporate purposes, reinforcing its AI infrastructure growth strategy.
The notes are senior unsecured, accrete to 120% of original principal at maturity, and are convertible into Class A shares at initial prices of approximately $183.22 and $180.31 per share, reflecting premiums of approximately 57.5% and 55.0% over the last reported share price. Effective conversion premiums at maturity are higher due to accretion.
Nebius Group N.V. plans a private offering of $3.75 billion in convertible senior notes to qualified institutional buyers. The deal is split into $2.0 billion notes due 2031 and $1.75 billion notes due 2033, with potential additional notes under an over-allotment option.
The notes are senior, unsecured obligations that accrete so the amount due at maturity reaches 120% of original principal. Nebius may settle conversions in cash, Class A shares, or a mix, and can redeem the notes after specific future dates if share-price conditions are met.
Nebius plans to use the net proceeds to fund growth, including building and expanding data centers, developing its full-stack AI cloud platform, procuring components such as GPUs, and for general corporate purposes.
Nebius Group N.V. reported an insider sale filing under Form 144 showing Class A ordinary shares offered for sale by Elena Bunina. The excerpt lists an intended sale of 16,442 shares on 03/16/2026 and three prior sales: 2,094, 35,044, and 9,984 shares on 01/02/2026, 02/23/2026, and 03/11/2026, respectively.
Nebius Group N.V. reported that its U.S. subsidiary has signed a long-term AI infrastructure service agreement with Meta Platforms with a total contract value of up to approximately $27 billion over five years. Nebius will provide $12 billion of dedicated GPU-based capacity across multiple locations, with deployments starting early 2027, including storage and connectivity services.
A further order gives Meta access to unsold capacity in certain Nebius GPU clusters, with Meta committed to purchase remaining available compute capacity up to an additional $15 billion over a five-year period. Nebius describes this as expanding a significant partnership and says its financial guidance for 2026 remains unchanged.
Nebius Group N V reported a proposed disposition of 261,272.00 Class A ordinary shares on 03/16/2026 via Citigroup Global Markets. The excerpt also lists 187,957.95 in securities reported sold during the past three months with a trade date of 01/02/2026.
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.