[SCHEDULE 13G] Nebius Group N.V. Passive Investment Disclosure (>5%)
Situational Awareness reports 12.41M shares (5.6%) in Nebius
Nebius Group N.V. ownership disclosure: Situational Awareness entities and affiliated persons report shared beneficial ownership of 12,410,060 Class A Ordinary Shares, representing 5.6% of the class.
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Nebius Group N.V. ownership disclosure: Situational Awareness entities and affiliated persons report shared beneficial ownership of 12,410,060 Class A Ordinary Shares, representing 5.6% of the class. The percentage is calculated using 220,406,311 Class A Ordinary Shares outstanding as of March 31, 2026.
The filing lists the Adviser, General Partner, SA LLC, Fund, Leopold Aschenbrenner and Carl Shulman as reporting persons, each showing shared voting and dispositive power over the same 12,410,060 shares. The filing includes a joint-filing agreement and customary disclaimers about beneficial ownership.
Insights
Major shareholder block disclosed: 12.41M shares (5.6% of Class A).
The Schedule 13G lists combined shared voting and shared dispositive power of 12,410,060 Class A Ordinary Shares held by related entities and principals. The filing ties the percentage to an explicit as of share count: 220,406,311 outstanding as of March 31, 2026.
Dependencies and next steps include any future amendments if holdings change and whether reporting persons convert to Schedule 13D status if active control efforts arise; timing and any changes are not disclosed in the excerpt.
Key Figures
Held shares:12,410,060 sharesPercent of class:5.6%Shares outstanding (as of):220,406,311 shares
3 metrics
Held shares12,410,060 sharesShared beneficial ownership reported by the group
Percent of class5.6%Calculated using outstanding shares as of March 31, 2026
Shares outstanding (as of)220,406,311 sharesClass A Ordinary Shares outstanding as of March 31, 2026
Key Terms
Schedule 13G, Shared dispositive power, Class A Ordinary Shares
3 terms
Schedule 13Gregulatory
"The reporting persons are filing this jointly but not as members of a group"
A Schedule 13G is a formal document that investors file with the government when they acquire a large ownership stake in a company, usually for investment purposes rather than control. It helps keep the public informed about who owns significant parts of a company's shares, which can influence how the company is managed and how investors make decisions. Filing this schedule is important for transparency and understanding the ownership landscape of publicly traded companies.
Shared dispositive powerfinancial
"Shared Dispositive Power 12,410,060.00"
Class A Ordinary Sharesfinancial
"Title of class of securities: Class A Ordinary Shares"
Class A ordinary shares are a type of ownership stake in a company that typically grants voting rights to shareholders, allowing them to have a say in important company decisions. They often come with priority in receiving dividends or profits, making them attractive to investors seeking influence and potential income. These shares help distinguish different levels of ownership and rights within a company's stock structure.
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What stake does Situational Awareness report in Nebius Group (NBIS)?
Situational Awareness reports shared beneficial ownership of 12,410,060 Class A Ordinary Shares, representing 5.6% of the class based on the issuer's outstanding share count as of March 31, 2026. The interest is held across affiliated entities and individuals.
How was the 5.6% ownership percentage calculated for NBIS?
The percentage is calculated using 220,406,311 Class A Ordinary Shares outstanding as of March 31, 2026, as reported in the issuer's financial statements filed as an exhibit to a Form 6-K on May 20, 2026.
Who are the reporting persons named on the Schedule 13G for NBIS?
The filing names Situational Awareness LP (Adviser), SAF AI GP LP (General Partner), Situational Awareness LLC, Situational Awareness Partners, and individuals Leopold Aschenbrenner and Carl Shulman, each shown with shared power over the reported shares.
Does the Schedule 13G assert sole voting or dispositive power over the shares?
No. Each reporting person discloses 0 sole voting power and 0 sole dispositive power and reports 12,410,060 shares of shared voting and shared dispositive power in the filing.
Does the filing claim the reported holdings change control of Nebius Group?
The reporting persons certify that the securities were not acquired to change or influence control and state the holdings were not acquired in connection with any transaction having that purpose; the filing includes customary disclaimers to that effect.
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)
05/19/2026
(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
Situational Awareness LP
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
0.00
6
Shared Voting Power
12,410,060.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
12,410,060.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
12,410,060.00
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)
5.6 %
12
Type of Reporting Person (See Instructions)
PN, IN
Comment for Type of Reporting Person: The percentage reported herein is calculated based on 220,406,311 Class A Ordinary Shares outstanding as of March 31, 2026, as reported in the financial statements filed by the Issuer as an exhibit to the Form 6-K filed by the issuer on May 20, 2026.
SCHEDULE 13G
CUSIP Number(s):
N97284108
1
Names of Reporting Persons
SAF AI GP LP
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
0.00
6
Shared Voting Power
12,410,060.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
12,410,060.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
12,410,060.00
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)
5.6 %
12
Type of Reporting Person (See Instructions)
PN
Comment for Type of Reporting Person: The percentage reported herein is calculated based on 220,406,311 Class A Ordinary Shares outstanding as of March 31, 2026, as reported in the financial statements filed by the Issuer as an exhibit to the Form 6-K filed by the issuer on May 20, 2026.
SCHEDULE 13G
CUSIP Number(s):
N97284108
1
Names of Reporting Persons
Situational Awareness LLC
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
0.00
6
Shared Voting Power
12,410,060.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
12,410,060.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
12,410,060.00
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)
5.6 %
12
Type of Reporting Person (See Instructions)
HC, OO
Comment for Type of Reporting Person: The percentage reported herein is calculated based on 220,406,311 Class A Ordinary Shares outstanding as of March 31, 2026, as reported in the financial statements filed by the Issuer as an exhibit to the Form 6-K filed by the issuer on May 20, 2026.
SCHEDULE 13G
CUSIP Number(s):
N97284108
1
Names of Reporting Persons
Situational Awareness Partners LP
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
0.00
6
Shared Voting Power
12,410,060.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
12,410,060.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
12,410,060.00
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)
5.6 %
12
Type of Reporting Person (See Instructions)
PN
Comment for Type of Reporting Person: The percentage reported herein is calculated based on 220,406,311 Class A Ordinary Shares outstanding as of March 31, 2026, as reported in the financial statements filed by the Issuer as an exhibit to the Form 6-K filed by the issuer on May 20, 2026.
SCHEDULE 13G
CUSIP Number(s):
N97284108
1
Names of Reporting Persons
Leopold Aschenbrenner
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
GERMANY
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
12,410,060.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
12,410,060.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
12,410,060.00
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)
5.6 %
12
Type of Reporting Person (See Instructions)
HC, IN
Comment for Type of Reporting Person: The percentage reported herein is calculated based on 220,406,311 Class A Ordinary Shares outstanding as of March 31, 2026, as reported in the financial statements filed by the Issuer as an exhibit to the Form 6-K filed by the issuer on May 20, 2026.
SCHEDULE 13G
CUSIP Number(s):
N97284108
1
Names of Reporting Persons
Carl Shulman
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
CANADA (FEDERAL LEVEL)
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
12,410,060.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
12,410,060.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
12,410,060.00
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)
5.6 %
12
Type of Reporting Person (See Instructions)
IN
Comment for Type of Reporting Person: The percentage reported herein is calculated based on 220,406,311 Class A Ordinary Shares outstanding as of March 31, 2026, as reported in the financial statements filed by the Issuer as an exhibit to the Form 6-K filed by the issuer on May 20, 2026.
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 1118 BG, The Netherlands
Item 2.
(a)
Name of person filing:
Situational Awareness LP, a Delaware limited partnership ("Adviser")
SAF AI GP LP, a Delaware limited partnership ("General Partner")
Situational Awareness LLC, a Delaware limited liability company ("SA LLC")
Situational Awareness Partners LP, a Delaware limited partnership ("Fund")
Leopold Aschenbrenner
Carl Shulman
Adviser is the investment adviser to the Fund. General Partner is the general partner of the Fund. SA LLC is the general partner of Adviser. Mr. Aschenbrenner is the managing partner and control person of Adviser and General Partner and the manager of SA LLC. Mr. Shulman is the co-portfolio manager of the Fund.
The reporting persons are filing this Schedule 13G jointly but not as members of a group, and each disclaims membership in a group. Each reporting person disclaims beneficial ownership of Class A Ordinary Shares except to the extent of that person's pecuniary interest therein. In addition, the filing of this Schedule 13G on behalf of the Fund should not be construed as an admission that it is, and it disclaims that it is, a beneficial owner, as defined in Rule 13d-3 under the Act, of any Class A Ordinary Shares covered by this Schedule 13G.
(b)
Address or principal business office or, if none, residence:
77 Federal Street, Floor 4, San Francisco, CA 94107
(c)
Citizenship:
See Item 4 of the cover sheet for each reporting person.
(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:
Adviser: 12,410,060
General Partner: 12,410,060
SA LLC: 12,410,060
Fund: 12,410,060
Leopold Aschenbrenner: 12,410,060
Carl Shulman: 12,410,060
(b)
Percent of class:
Adviser: 5.6%
General Partner: 5.6%
SA LLC: 5.6%
Fund: 5.6%
Leopold Aschenbrenner: 5.6%
Carl Shulman: 5.6%
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
Adviser: 0
General Partner: 0
SA LLC: 0
Fund: 0
Leopold Aschenbrenner: 0
Carl Shulman: 0
(ii) Shared power to vote or to direct the vote:
Adviser: 12,410,060
General Partner: 12,410,060
SA LLC: 12,410,060
Fund: 12,410,060
Leopold Aschenbrenner: 12,410,060
Carl Shulman: 12,410,060
(iii) Sole power to dispose or to direct the disposition of:
Adviser: 0
General Partner: 0
SA LLC: 0
Fund: 0
Leopold Aschenbrenner: 0
Carl Shulman: 0
(iv) Shared power to dispose or to direct the disposition of:
Adviser: 12,410,060
General Partner: 12,410,060
SA LLC: 12,410,060
Fund: 12,410,060
Leopold Aschenbrenner: 12,410,060
Carl Shulman: 12,410,060
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.
If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than 5 percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required.
The Fund has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, Class A Ordinary Shares.
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 acquired and are held in the ordinary course of business and 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.
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.
Situational Awareness LP
Signature:
/s/ Leopold Aschenbrenner
Name/Title:
Leopold Aschenbrenner, Managing Partner
Date:
05/27/2026
SAF AI GP LP
Signature:
/s/ Leopold Aschenbrenner
Name/Title:
Leopold Aschenbrenner, Managing Partner
Date:
05/27/2026
Situational Awareness LLC
Signature:
/s/ Leopold Aschenbrenner
Name/Title:
Leopold Aschenbrenner, Manager
Date:
05/27/2026
Situational Awareness Partners LP
Signature:
/s/ Leopold Aschenbrenner
Name/Title:
Managing Partner of SAF AI GP LP, general partner of Situational Awareness Partners LP
Date:
05/27/2026
Leopold Aschenbrenner
Signature:
/s/ Leopold Aschenbrenner
Name/Title:
Reporting person
Date:
05/27/2026
Carl Shulman
Signature:
/s/ Carl Shulman
Name/Title:
Reporting person
Date:
05/27/2026
Exhibit Information
EXHIBIT 99.1 - AGREEMENT REGARDING JOINT FILING OF STATEMENT ON SCHEDULE 13D OR SCHEDULE 13G
