Institutional Investors Report 17.65M Class A Shares in Nebius Group

Rhea-AI Filing Summary

Nebius Group N.V. Schedule 13G/A shows two institutional investors reporting passive holdings in the issuer's Class A Common Stock (CUSIP N97284108). Orbis Investment Management Limited, organized in Bermuda, reports beneficial ownership of 17,639,554 shares while Allan Gray Australia Pty Ltd reports 12,376 shares. The combined total reported is 17,651,930 shares, representing 8.7% of the Class A shares outstanding.

The filing classifies the reporting persons as non-U.S. institutions equivalent to investment advisers and includes a certification that the securities are held in the ordinary course of business and not for the purpose of changing or influencing control. The statement disclaims group control between the filers and clarifies that each filer is responsible only for its own information.

Positive

• Material institutional stake disclosed: Combined holdings equal 17,651,930 shares, representing 8.7% of Class A, providing transparency to the market.
• Passive intent certified: Reporting persons state the shares are held in the ordinary course and not to influence control, reducing immediate activist or control-risk concerns.

Negative

• None.

Insights

Securities Analyst

TL;DR: A material passive stake of 8.7% is disclosed; investors state no intent to influence control.

The filing notifies the market that a single institutional investor, Orbis, holds a sizable 8.7% position in Nebius Group N.V.'s Class A shares when combined with Allan Gray. This level of ownership is material and warrants monitoring for trading interest, but the filing is under a passive Schedule 13G framework and includes explicit certification that the positions are not intended to change control. For investors, the key takeaway is increased institutional ownership without an activist signal.

Corporate Governance Expert

TL;DR: Institutional ownership is significant but governance risk appears low; filers disclaim group action.

The reporting persons classify themselves as non-U.S. institutions equivalent to investment advisers and disclaim any group relationship. The filing confirms ordinary-course holdings and disavows control-seeking objectives, reducing immediate governance concerns. However, an 8.7% combined stake can influence voting outcomes if positions change, so continued disclosure or future amendments could be relevant for governance monitoring.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 2)

Nebius Group N.V.

(Name of Issuer)

Class A Common Stock

(Title of Class of Securities)

N97284108

(CUSIP Number)

06/30/2025

(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)

SCHEDULE 13G

CUSIP No. N97284108

1

Names of Reporting Persons

Orbis Investment Management Limited

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

BERMUDA

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 17,639,554.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 17,639,554.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

17,639,554.00

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)

8.7 %

12

Type of Reporting Person (See Instructions)

FI

SCHEDULE 13G

CUSIP No. N97284108

1

Names of Reporting Persons

Allan Gray Australia Pty Ltd

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

AUSTRALIA

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 12,376.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 12,376.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

12,376.00

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)

0 %

12

Type of Reporting Person (See Instructions)

FI

SCHEDULE 13G

Item 1.
(a)	Name of issuer: Nebius Group N.V.
(b)	Address of issuer's principal executive offices: SCHIPHOL BOULEVARD 165, SCHIPHOL, NETHERLANDS 1118 BG
Item 2.
(a)	Name of person filing: Orbis Investment Management Limited Allan Gray Australia Pty Ltd
(b)	Address or principal business office or, if none, residence: Orbis Investment Management Limited 25 Front Street Hamilton HM11, Bermuda Allan Gray Australia Pty Ltd Level 2, Challis House, 4 Martin Place Sydney NSW2000, Australia
(c)	Citizenship: Orbis Investment Management Limited - BERMUDA Allan Gray Australia Pty Ltd - AUSTRALIA
(d)	Title of class of securities: Class A Common Stock
(e)	CUSIP No.: 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).
	Equivalent to IA.
Item 4.	Ownership
(a)	Amount beneficially owned: 17,651,930
(b)	Percent of class: 8.7 %
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: Orbis Investment Management Limited - 17,639,554 Allan Gray Australia Pty Ltd - 12,376
	(ii) Shared power to vote or to direct the vote: Orbis Investment Management Limited - 0 Allan Gray Australia Pty Ltd - 0
	(iii) Sole power to dispose or to direct the disposition of: Orbis Investment Management Limited - 17,639,554 Allan Gray Australia Pty Ltd - 12,376
	(iv) Shared power to dispose or to direct the disposition of: Orbis Investment Management Limited - 0 Allan Gray Australia Pty Ltd - 0
Item 5.	Ownership of 5 Percent or Less of a Class.
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. Other persons have the right to receive dividends from, the power to direct the receipt of dividends from, or the right to receive the proceeds from the sale of, the securities of the issuer identified in Item 4(a) that are beneficially owned by Orbis Investment Management Limited. Another person has the right to receive dividends from, the power to direct the receipt of dividends from, or the right to receive the proceeds from the sale of, the securities of the issuer identified in Item 4(a) that are beneficially owned by Allan Gray Australia Pty Ltd.
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.
	If a group has filed this schedule pursuant to §240.13d-1(b)(1)(ii)(J), so indicate under Item 3(j) and attach an exhibit stating the identity and Item 3 classification of each member of the group. If a group has filed this schedule pursuant to §240.13d-1(c) or §240.13d-1(d), attach an exhibit stating the identity of each member of the group. Information with respect to each of Orbis Investment Management Limited and Allan Gray Australia Pty Ltd (collectively, the "Reporting Persons") is given solely by each such Reporting Person and no Reporting Person has responsibility for the accuracy or completeness of information supplied by any other Reporting Person. Orbis Investment Management Limited and Allan Gray Australia Pty Ltd are classified as a Non-U.S. Institution (FI) that is equivalent to an Investment Adviser (IA). Notwithstanding that the Reporting Persons are making this filing together, none of the Reporting Persons represents that it is a member of a group for the purposes of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended. Each Reporting Person disclaims beneficial ownership of any shares beneficially owned by any other Reporting Person as specified in Item 4(a).
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 foreign regulatory scheme applicable to Orbis Investment Management Limited and Allan Gray Australia Pty Ltd is substantially comparable to the regulatory scheme applicable to the functionally equivalent U.S. institution(s). I also undertake to furnish to the Commission staff, upon request, information that would otherwise be disclosed in a Schedule 13D.

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.

Orbis Investment Management Limited

Signature:	Matt Gaarder
Name/Title:	Attorney-in-fact
Date:	08/14/2025

Allan Gray Australia Pty Ltd

Signature:	Matt Gaarder
Name/Title:	Attorney-in-fact
Date:	08/14/2025

FAQ

How many shares does Orbis Investment Management Limited report owning in Nebius Group N.V.?

Orbis Investment Management Limited reports beneficial ownership of 17,639,554 shares of Nebius Group N.V. Class A common stock.

What percentage of Nebius Group N.V. Class A is represented by the reported holdings?

The combined reported holdings equal 17,651,930 shares, representing 8.7% of the Class A shares outstanding.

Does the filing indicate the reporting persons are seeking control of Nebius Group N.V.?

No. The filing includes a certification that the securities are held in the ordinary course of business and were not acquired to change or influence control.

Who are the reporting persons and where are they organized?

The reporting persons are Orbis Investment Management Limited (organized in Bermuda) and Allan Gray Australia Pty Ltd (organized in Australia).

What class of securities and CUSIP does this Schedule 13G/A cover?

This filing covers Class A Common Stock of Nebius Group N.V., CUSIP N97284108.