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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%).
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.