UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
Report of Foreign Private Issuer
Pursuant to Rule 13a-16 or 15d-16 of
the Securities Exchange Act of 1934
September 8, 2025
NEBIUS GROUP N.V.
Schiphol Boulevard 165
1118 BG, Schiphol, the Netherlands.
Tel: +31 202 066 970
(Address, Including ZIP Code, and Telephone
Number,
Including Area Code, of Registrant’s Principal
Executive Offices)
Indicate by check mark whether the registrant files or will file annual
reports under cover of Form 20-F or Form 40-F.
Form 20-F
x Form 40-F
o
COMMERCIAL AGREEMENT WITH MICROSOFT
On September 8, 2025, Nebius, Inc. (the “Company”),
a wholly owned subsidiary of Nebius Group N.V. (“Nebius Group”), entered into a commercial agreement (the "Agreement")
with Microsoft, pursuant to which the Company will provide Microsoft access to dedicated GPU infrastructure capacity in tranches (each,
a “GPU Service”) at its new data center in Vineland, New Jersey (the “Data Center”) over a five-year term.
The
GPU Services will be deployed in several tranches during 2025 and 2026. Subject to the satisfaction of the deployment and availability
of the GPU Services, the total contract value is about $17.4 billion through 2031. Microsoft may also acquire additional services and/or
capacity under the Agreement, which would increase the total contract value to about $19.4 billion. Cash flow coming from the Agreement
will be utilized to finance part of the capital expenditure associated with the Agreement.
In
the event that, following a grace period, Company fails to meet agreed delivery dates for a GPU Service and the Company cannot provide
alternative capacity, Microsoft has the right to terminate that GPU Service. Either party may terminate the Agreement for cause due to
the other party’s material breach (if not remedied within 60 days); or (ii) if the other party ceases doing business, terminates
its existence, dissolves or liquidates, or proceedings are instituted by or against it under any bankruptcy or insolvency law (which proceedings
are not dismissed within 30 days), provided that such right of termination shall not arise where a party has entered into Chapter 11 Bankruptcy
and is undertaking reorganization or transfer activities in connection with such Chapter 11 Bankruptcy, including the transfer of the
Agreement to a solvent entity.
The Agreement contains customary provisions for
an agreement of this nature, including service level commitments, liquidated damages for late delivery, representations and warranties,
indemnities, and limitations of liability. The obligations of the parties under the Agreement will commence upon the confirmation by Nebius
to Microsoft that it has secured any additional financing required in respect of the capital expenditures under the Agreement.
Filed as Exhibit 99.1 to this Report on Form 6-K
is a press release of the Company dated September 8, 2025, announcing the Agreement.
INCORPORATION BY REFERENCE
This Report on Form 6-K (excluding Exhibit 99.1) is hereby incorporated
by reference into the Company’s Registration Statements on Form F-3ASR (File No. 333-286932) and Form S-8 (File No. 333-286934),
including any prospectuses forming a part of such Registration Statements, to the extent not superseded by documents or reports subsequently
filed or furnished.
INDEX TO EXHIBITS
| Exhibit No. |
Description |
| 99.1 |
Press release dated September 8, 2025, announcing the Agreement. |
SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
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NEBIUS GROUP N.V. |
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| Date: September 8, 2025 |
By: |
/s/ Boaz Tal |
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Boaz Tal |
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General Counsel |
