Nebius Group (YNDX) inks $17.4B multi-year Microsoft GPU contract

Rhea-AI Filing Summary

Nebius Group N.V., through its subsidiary Nebius, Inc., has entered into a long-term commercial agreement with Microsoft to provide dedicated GPU infrastructure at a new data center in Vineland, New Jersey over a five-year term.

The GPU services will be deployed in several tranches during 2025 and 2026, with a total contract value of about $17.4 billion through 2031, which may increase to about $19.4 billion if Microsoft acquires additional services or capacity. Cash flow from the agreement will be used to finance part of the related capital expenditures, and the parties’ obligations begin only after Nebius confirms it has secured any additional required financing.

The agreement includes service level commitments, liquidated damages for late delivery, and customary termination rights, including for material breach and certain insolvency events, as well as standard representations, warranties, indemnities, and liability limitations.

Positive

• Major long-term contract with Microsoft: Nebius secured a dedicated GPU infrastructure agreement valued at about $17.4 billion through 2031, potentially rising to about $19.4 billion with additional services, creating a sizeable multi-year revenue stream tied to its new Vineland, New Jersey data center.

Negative

• None.

Insights

Equity analyst – cloud infrastructure and hyperscale contracts

Large multi-year GPU deal with Microsoft anchors Nebius’s new data center economics.

The agreement commits Nebius to provide dedicated GPU infrastructure to Microsoft from its Vineland, New Jersey data center over a five-year term, with deployment in tranches during 2025 and 2026. The total contract value is about $17.4 billion through 2031, and could rise to about $19.4 billion if Microsoft adds services or capacity. This size and duration suggest a substantial multi-year revenue stream tied to AI and high-performance compute demand.

Cash flow from the contract is earmarked to finance part of the associated capital expenditure, so Nebius is effectively using long-term customer commitments to support build-out of GPU infrastructure. However, obligations begin only after Nebius confirms it has secured any additional required financing, and there are service level, liquidated damages, and termination provisions if deployments are delayed or performance targets are not met.

From an investor perspective, the key dependencies are Nebius’s ability to secure the necessary financing and to execute GPU deployments on schedule in 2025–2026. The contract’s scale and linkage to AI infrastructure demand are significant, but actual financial realization will track deployment milestones and ongoing service availability through 2031.

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.

	NEBIUS GROUP N.V.
Date: September 8, 2025	By:	/s/ Boaz Tal
		Boaz Tal
		General Counsel

FAQ

What did Nebius Group (YNDX) announce in this Form 6-K?

Nebius Group reported that its subsidiary Nebius, Inc. entered into a commercial agreement with Microsoft to provide dedicated GPU infrastructure capacity from a new data center in Vineland, New Jersey over a five-year term.

How large is the Microsoft GPU infrastructure agreement with Nebius Group (YNDX)?

The agreement has a total contract value of about $17.4 billion through 2031, and Microsoft may increase the total contract value to about $19.4 billion by acquiring additional services and/or capacity.

When will the GPU services under the Nebius–Microsoft agreement be deployed?

The GPU services will be deployed in several tranches during 2025 and 2026, with each tranche representing a separate GPU service deployment at the Vineland, New Jersey data center.

How will Nebius Group (YNDX) use cash flow from the Microsoft agreement?

Nebius states that cash flow coming from the agreement will be utilized to finance part of the capital expenditure associated with the agreement and the related GPU infrastructure build-out.

What conditions must be met before the Nebius–Microsoft agreement becomes effective?

The parties’ obligations under the agreement will commence only after Nebius confirms to Microsoft that it has secured any additional financing required for the capital expenditures under the agreement.

What termination rights exist in the Nebius Group (YNDX) agreement with Microsoft?

Microsoft can terminate a GPU service if, after a grace period, Nebius fails to meet agreed delivery dates and cannot provide alternative capacity. Either party may terminate the agreement for an uncured material breach within 60 days or for certain insolvency events, subject to specified Chapter 11 reorganization exceptions.

What other key terms are included in the Nebius–Microsoft GPU agreement?

The agreement includes service level commitments, liquidated damages for late delivery, and customary provisions such as representations and warranties, indemnities, and limitations of liability typical for large infrastructure service contracts.