NVIDIA Corporation (NBIS) discloses 9.3% Nebius Group holding via large warrant

Rhea-AI Filing Summary

Nebius Group N.V. discloses that NVIDIA Corporation holds beneficial ownership of 22,256,412 Class A ordinary shares, representing 9.3% of this class. NVIDIA’s position comprises 1,190,476 already-held Class A shares and 21,065,936 Class A shares issuable upon exercise of a pre-funded Class A ordinary share purchase warrant acquired on March 11, 2026.

NVIDIA is currently prohibited from exercising this warrant and from selling the underlying shares before September 11, 2026, but the warrant is treated as exercisable within 60 days of July 13, 2026, so those underlying shares are deemed beneficially owned. NVIDIA reports sole voting and dispositive power over all 22,256,412 shares and no shared power.

Key Figures

Beneficially owned shares: 22,256,412 Class A ordinary shares Existing Class A shares held: 1,190,476 Class A ordinary shares Shares issuable under warrant: 21,065,936 Class A ordinary shares +3 more

6 metrics

Beneficially owned shares 22,256,412 Class A ordinary shares Total Nebius Class A shares beneficially owned by NVIDIA

Existing Class A shares held 1,190,476 Class A ordinary shares Previously reported Nebius Class A shares held by NVIDIA

Shares issuable under warrant 21,065,936 Class A ordinary shares Nebius shares issuable upon exercise of NVIDIA’s pre-funded warrant

Ownership percentage 9.3% Percentage of Nebius Class A ordinary shares beneficially owned by NVIDIA

Restriction end date September 11, 2026 Date before which NVIDIA cannot exercise the warrant or sell underlying shares

Beneficial ownership reference date July 13, 2026 Date used to determine that the warrant is exercisable within 60 days

Key Terms

pre-funded Class A ordinary share purchase warrant, beneficially own, sole voting power, sole dispositive power

4 terms

pre-funded Class A ordinary share purchase warrant financial

"issuable upon exercise of a pre-funded Class A ordinary share purchase warrant"

beneficially own financial

"NVIDIA may be deemed to beneficially own the Class A ordinary shares"

Beneficially own means having the economic rights and risks of a security—such as the right to receive dividends, sell the shares, or profit from price changes—whether or not your name appears on the official share register. Think of it like renting a car: you use it and reap the benefits even if the title lists someone else. Investors care because beneficial ownership determines who truly controls value, must be disclosed under securities rules, and can signal potential influence or trading activity that affects a stock’s price.

sole voting power financial

"Sole Voting Power 22,256,412.00"

Sole voting power is the exclusive right to cast votes attached to a shareholder’s stock without needing approval from anyone else. Like holding the only remote control for a TV, it lets that holder decide corporate matters such as board members, mergers, and policy changes, making it important to investors because it concentrates control and can strongly influence a company’s strategy and the value of its shares.

sole dispositive power financial

"Sole Dispositive Power 22,256,412.00"

Sole dispositive power is the exclusive legal authority to decide what happens to a security — for example, whether to sell, transfer, or retain shares — without needing anyone else’s permission. Investors care because it signals who truly controls the economic outcome of an investment: like holding the only key to a safe, the holder can realize gains or losses and may trigger regulatory reporting, insider rules, or influence over corporate ownership.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 07/20/2026 - 05:00 PM Accepted by SEC EDGAR 07/20/2026 - 05:00 PM Learn about SEC filing dates

FAQ

What percentage of Nebius Group N.V. (NBIS) does NVIDIA beneficially own?

NVIDIA beneficially owns 9.3% of Nebius Group N.V.’s Class A ordinary shares. This total reflects both shares already held and additional shares issuable upon exercise of a pre-funded warrant that is treated as exercisable within 60 days of July 13, 2026.

How many Nebius (NBIS) shares does NVIDIA currently beneficially own in total?

NVIDIA beneficially owns 22,256,412 Nebius Class A ordinary shares. This includes 1,190,476 existing shares plus 21,065,936 shares issuable upon exercise of a pre-funded warrant, which are deemed owned for beneficial ownership calculations.

What is the structure of NVIDIA’s Nebius (NBIS) holding between shares and warrants?

NVIDIA’s Nebius position includes 1,190,476 Class A shares already held and a pre-funded warrant for 21,065,936 additional shares. Together these make up the reported 22,256,412 Class A ordinary shares beneficially owned by NVIDIA.

When did NVIDIA acquire the pre-funded warrant related to Nebius (NBIS) shares?

NVIDIA acquired the pre-funded Class A ordinary share purchase warrant on March 11, 2026. The warrant was obtained under a Securities Purchase Agreement between NVIDIA and Nebius Group N.V. and covers 21,065,936 Class A ordinary shares.

When can NVIDIA exercise or sell the Nebius (NBIS) shares underlying its warrant?

NVIDIA is prohibited from exercising the warrant and from selling the underlying Nebius Class A shares before September 11, 2026. For ownership reporting, however, the underlying 21,065,936 shares are treated as beneficially owned since the warrant is considered exercisable within 60 days of July 13, 2026.

Does NVIDIA share voting or dispositive power over its Nebius (NBIS) shares?

NVIDIA reports sole voting power and sole dispositive power over all 22,256,412 Nebius Class A ordinary shares it beneficially owns. It reports no shared voting power and no shared dispositive power for these securities.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

Nebius Group N.V.

(Name of Issuer)

Class A Ordinary Shares

(Title of Class of Securities)

N97284108

(CUSIP Number)

07/13/2026

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

Rule 13d-1(b)

Rule 13d-1(c)

Rule 13d-1(d)

schemaVersion:

SCHEDULE 13G

CUSIP Number(s): N97284108

1

Names of Reporting Persons

NVIDIA Corporation

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 22,256,412.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 22,256,412.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

22,256,412.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

9.3 %

12

Type of Reporting Person (See Instructions)

CO

Comment for Type of Reporting Person: The 22,256,412 Class A ordinary shares reported herein consist of (i) 1,190,476 Class A ordinary shares as previously reported by NVIDIA Corporation ("NVIDIA") on its Form 13F for the quarter ended March 31, 2026 and (ii) 21,065,936 Class A ordinary shares issuable upon exercise of a pre-funded Class A ordinary share purchase warrant (the "Warrant") acquired by NVIDIA on March 11, 2026 pursuant to a Securities Purchase Agreement, by and between NVIDIA and Nebius Group N.V. NVIDIA is currently prohibited from exercising the Warrant prior to September 11, 2026 and is prohibited from selling the shares underlying the Warrant prior to September 11, 2026. In accordance with the rules of the Securities and Exchange Commission, because the Warrant may be exercised within 60 days of July 13, 2026, NVIDIA may be deemed to beneficially own the Class A ordinary shares issuable upon exercise of the Warrant as of such date.

SCHEDULE 13G

Item 1.
(a)	Name of issuer: Nebius Group N.V.
(b)	Address of issuer's principal executive offices: Schiphol Boulevard 165, Schiphol P7, Netherlands, 1118 BG
Item 2.
(a)	Name of person filing: NVIDIA Corporation
(b)	Address or principal business office or, if none, residence: 2788 San Tomas Expressway, Santa Clara, California 95051
(c)	Citizenship: Delaware
(d)	Title of class of securities: Class A Ordinary Shares
(e)	CUSIP Number(s): N97284108
Item 3.	If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)	Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)	Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)	Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)	Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)	An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)	An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)	A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)	A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)	A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)	A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution:
(k)	Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.	Ownership
(a)	Amount beneficially owned: See Row 9 of cover page for the Reporting Person.
(b)	Percent of class: See Row 11 of cover page for the Reporting Person.
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: See Row 5 of cover page for the Reporting Person.
	(ii) Shared power to vote or to direct the vote: See Row 6 of cover page for the Reporting Person.
	(iii) Sole power to dispose or to direct the disposition of: See Row 7 of cover page for the Reporting Person.
	(iv) Shared power to dispose or to direct the disposition of: See Row 8 of cover page for the Reporting Person.
Item 5.	Ownership of 5 Percent or Less of a Class.
	Not Applicable
Item 6.	Ownership of more than 5 Percent on Behalf of Another Person.
	Not Applicable
Item 7.	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
	Not Applicable
Item 8.	Identification and Classification of Members of the Group.
	Not Applicable
Item 9.	Notice of Dissolution of Group.
	Not Applicable

Item 10.

Certifications:

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

NVIDIA Corporation

Signature:	/s/ Rebecca Peters
Name/Title:	Rebecca Peters/Vice President, Deputy General Counsel and Assistant Secretary
Date:	07/20/2026