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Nebius Group N.V. (NBIS) SEC Filings, Jun-Jul 2026

NBIS NASDAQ

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.

Rhea-AI Summary

Nebius Group N.V. states that two indirect subsidiaries, Nebius Compute II, LLC and Nebius Compute II Oy, have entered into a senior secured term loan facility of approximately $775 million with a syndicate of lenders led by MUFG. The asset-backed facility is secured by substantially all of each borrower’s assets and the borrowers’ shares, and bears interest at Term SOFR (with a 0.00% floor) plus a 2.50% margin for a one-month interest period, maturing on October 31, 2030. Covenants include a debt service coverage ratio of 1.15:1.00 and a minimum liquidity requirement, with customary affirmative and negative covenants and events of default.

The company explains that the facility, its first senior secured debt financing, is primarily intended to finance and accelerate the global buildout of its full-stack AI cloud platform, backed by deployed GPU infrastructure and contracted cash flows from an investment-grade customer. Together with customer cash flows, the facility covers more than 100% of the capital expenditure for the underlying GPU infrastructure and is described as a framework for future asset-level financings on other long-term customer deployments. Nebius also notes that this information is incorporated by reference into its existing registration statements on Form F-3ASR and Form S-8.

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Nebius Group N.V. director Boynton John Wilson IV reported open-market or private sales totaling 6,958 Class A Shares on July 15, 2026, across 11 non-derivative transactions. The shares were sold at weighted-average prices within multiple ranges between $187.74 and $202.59 per share, pursuant to a Rule 10b5-1 trading plan. Nebius is treated as a foreign private issuer, so these trades are exempt from Sections 16(b) and 16(c) of the Exchange Act.

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Nebius Group N.V. established a new asset-backed financing structure through a Senior Facility Agreement entered into on July 10, 2026 by subsidiaries Nebius Compute II, LLC and Nebius Compute II Oy. The agreement provides a senior secured term loan facility with an aggregate principal amount of approximately $775 million, primarily to finance the buildout of Nebius’s AI cloud.

The loan bears interest at Term SOFR, with a 0.00% floor, plus a margin of 2.50% per annum for a one‑month interest period and matures on October 31, 2030. It may be voluntarily prepaid on ten business days’ notice without premium or penalty other than customary breakage costs. Obligations are secured, subject to exceptions, by substantially all assets of each borrower and the shares of the borrowers, and are subject to covenants including a debt service coverage ratio of 1.15:1.00 and a minimum liquidity requirement.

The facility is backed by deployed GPU infrastructure and contracted cash flows from an agreement with an investment‑grade customer and, together with those cash flows, covers more than 100% of the capital expenditure required to deploy the underlying GPU infrastructure. Nebius reports more than $40 billion of additional contracted revenue from investment‑grade customers such as Microsoft and Meta and indicates that the transaction, which was significantly oversubscribed, provides a framework for similar asset‑level financings on other long‑term customer deployments.

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A holder of NBIS shares, identified as the John W. Boynton IV Trust of 2006, has filed notice of a proposed sale of up to 6,958 NBIS common shares through Morgan Stanley Smith Barney LLC’s Executive Financial Services on NASDAQ around July 15, 2026. These shares were acquired from the issuer on January 3, 2025 as Restricted Stock Units.

NBIS has 219,465,088 common shares outstanding; this is a baseline figure, not the amount being sold. Over the prior three months, the same trust sold 5,812 NBIS common shares on June 15, 2026 in transactions labeled “10b5-1 Sales,” generating gross proceeds of 1,472,093.29.

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Nebius Group N.V. General Counsel Almog Yael filed an initial Form 3 reporting beneficial ownership in the company. The filing shows holdings of 0 Class A Shares as of the reported date, indicating the executive did not hold Nebius Group Class A equity at that time.

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Nebius Group N.V. CEO and director Arkadiy Volozh reported an automatic sale of Class A Shares linked to restricted share unit vesting. On July 1, 2026, 46,627 Class A Shares were sold at $235.45 per share solely to cover estimated withholding taxes under pre-set instructions in a Restricted Share Unit Agreement. The filing notes this was not a discretionary trade by the reporting person. After the transaction, Volozh directly owned 821,662 Class A Shares.

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Nebius Group N.V. Chief Technology Officer Danila Shtan reported an automatic sale of 16,937 Class A Shares at an average price of $235.45 per share. According to the footnote, the shares were sold upon vesting of restricted share units solely to cover estimated withholding taxes, under pre-set automatic sale instructions, and were not a discretionary trade. After this tax-related sale, Shtan directly holds 274,763 Class A Shares.

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Nebius Group N.V. Chief Infrastructure Officer Andrey Korolenko reported an automatic sale of Class A Shares linked to restricted share unit vesting. He sold 33,871 shares on July 1, 2026 at an average price of $235.45 per share. According to the disclosure, the shares were sold solely to cover estimated withholding taxes under automatic sale instructions in the relevant Restricted Share Unit Agreement, meaning this was not a discretionary trade. After the transaction, Korolenko directly held 551,338 Class A Shares.

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Nebius Group N.V., an AI cloud company listed on Nasdaq, has completed its acquisition of Eigen AI, a leading inference and model optimization company. The deal was originally announced on May 1, 2026 and closed on June 10, 2026 after required regulatory approvals and customary conditions were satisfied.

The completion strengthens Nebius’s full-stack AI cloud platform, which supports data processing, model training and production deployment for startups and enterprises. The company states it is expanding its global footprint from its headquarters in Amsterdam, aiming to serve customers building AI products, agents and services worldwide.

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Nebius Group N.V. director John Wilson Boynton IV reported open-market sales of 5,812 Class A Shares on June 15, 2026. The sales were executed in multiple transactions at prices generally between about $246 and $262 per share. Following these trades, he continues to hold a substantial direct position in Nebius Class A Shares.

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FAQ

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

StockTitan tracks 129 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 July 17, 2026.