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| LEI | 549300GGZHJ5Q1B18P93 |
| CIK | 1513845 |
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis.
These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Nebius Group N.V.
SEC Filings (Chronological Order)
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| May 22, 2026 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 20-F/A (Amendment No. 1) (Mark One) ☐ REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) O |
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| May 20, 2026 |
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 May 20, 2026 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 Exe |
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| May 20, 2026 |
Operating and Financial Review and Prospects First Quarter Ended March 31, 2025 and 2026 Exhibit 99.1 Operating and Financial Review and Prospects First Quarter Ended March 31, 2025 and 2026 You should read the following discussion and analysis of our financial condition and results of operations for the three months ended March 31, 2025 and 2026 in conjunction with our unaudited condensed consolidated financial statements and related notes appearing elsewhere in this Report on Form 6 |
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| May 20, 2026 |
NEBIUS GROUP N.V. INDEX TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS Table of Contents Exhibit 99.2 NEBIUS GROUP N.V. INDEX TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS Page Unaudited Condensed Consolidated Balance Sheets as of December 31, 2025 and March 31, 2026 F-2 Unaudited Condensed Consolidated Statements of Operations for the Three months Ended March 31, 2025 and 2026 F-3 Unaudited Condensed Consolidated Statements of Comprehensive (Loss) / Incom |
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| May 13, 2026 |
Nebius reports first quarter 2026 financial results Exhibit 99.1 Nebius reports first quarter 2026 financial results Amsterdam, May 13, 2026 – Nebius Group N.V. (NASDAQ: NBIS), the AI cloud company, today announced its unaudited financial results for the first quarter ended March 31, 2026. Nebius today also announced that it has secured up to 1.2 GW of power and land for a new, owned AI factory at a site in Pennsylvania. The Company today also publ |
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| May 13, 2026 |
Exhibit 99.2 Nebius Group Letter to shareholders Q1 2026 May 13, 2026 2 Q1 2026: Execution Product — Strategic acquisitions deepen competitive differentiation Eigen AI: Inference at scale Fast AI inference — ranked #1 by NVIDIA at GTC 2026 High throughput per GPU lowers cost per token Improves margins on GPU fleets and scales efficiently Nebius AI Cloud “Aether 3.5” Serverless AI delivers instant |
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| May 13, 2026 |
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 May 13, 2026 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 Exe |
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| May 1, 2026 |
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 May 1, 2026 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 Exec |
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| May 1, 2026 |
Exhibit 99.1 Nebius agrees to acquire Eigen AI, strengthening Nebius Token Factory as a frontier inference platform · Combines Eigen AI's industry-leading inference stack with Nebius's global capacity · Jointly optimized endpoints achieved top rankings on Artificial Analysis across multiple models · Eigen AI's founding team, including MIT HAN Lab researchers, will establish Nebius’s Bay Area engin |
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| April 30, 2026 |
Securities and Exchange Commission Exhibit 16.1 Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Ladies and Gentlemen: We have read Item 16F headed “Change in Registrant’s Certifying Accountant” contained in Annual Report on Form 20-F dated the date of this letter of Nebius Group N.V. and we agree with such statements, except we are not in a position to agree or disagree with the Company’s statement in t |
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| April 30, 2026 |
Consent of Independent Registered Public Accounting Firm Exhibit 99.2 Consent of Independent Registered Public Accounting Firm We hereby consent to the incorporation by reference in the Registration Statement on Form S-8 (No. 333-213317) and in the Registration Statement on Form F-3 (No. 333-286932) of Nebius Group N.V. of our report dated April 30, 2025, with respect to the consolidated financial statements of International Public Joint-Stock Company Y |
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| April 30, 2026 |
Exhibit 4.3 CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [*], HAS BEEN OMITTED BECAUSE THE REGISTRANT HAS DETERMINED THAT THE INFORMATION (I) IS NOT MATERIAL AND (II) IS THE TYPE OF INFORMATION THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. INFRASTRUCTURE SERVICES AGREEMENT This Infrastructure Services Agreement, including its exhibits and any amendments, (“Agreem |
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| April 30, 2026 |
Exhibit 4.2 CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [*], HAS BEEN OMITTED BECAUSE THE REGISTRANT HAS DETERMINED THAT THE INFORMATION (I) IS NOT MATERIAL AND (II) IS THE TYPE OF INFORMATION THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. CLOUD INFRASTRUCTURE SERVICES AGREEMENT This Cloud Infrastructure Services Agreement, including its exhibits and any amendmen |
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| April 30, 2026 |
Exhibit 12.1 Certification by the Principal Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 I, Arkady Volozh, certify that: 1. I have reviewed this annual report on Form 20-F of Nebius Group N.V. (the “Company”); 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statement |
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| April 30, 2026 |
Exhibit 4.5 CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [*], HAS BEEN OMITTED BECAUSE THE REGISTRANT HAS DETERMINED THAT THE INFORMATION (I) IS NOT MATERIAL AND (II) IS THE TYPE OF INFORMATION THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. Addendum Number 1 to the Nebius Statement of Work This addendum number 1 (“Addendum 1”) to the Nebius Statement of Work (“SOW |
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| April 30, 2026 |
Consent of Independent Registered Public Accounting Firm Exhibit 15.2 Consent of Independent Registered Public Accounting Firm We hereby consent to the incorporation by reference in the Registration Statement on Form S-8 (No. 333-213317) and in the Registration Statement on Form F-3 (No. 333-286932) of Nebius Group N.V. of our report dated April 24, 2024, except with respect to the matter that alleviated previous substantial doubt about the Company’s ab |
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| April 30, 2026 |
Consent of Independent Registered Public Accounting Firm Exhibit 15.1 Consent of Independent Registered Public Accounting Firm We hereby consent to the incorporation by reference in the Registration Statement on Form S-8 (No. 333-213317) and in the Registration Statement on Form F-3 (No. 333-286932) of Nebius Group N.V. of our reports dated April 30, 2026 relating to the financial statements and the effectiveness of internal control over financial repor |
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| April 30, 2026 |
Exhibit 13.1 Certification by the Principal Executive Officer and Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 In connection with the Annual Report on Form 20-F of Nebius Group N.V. (the “Company”) for the year ended December 31, 2025, as filed with the U.S. Securities and Exchange Commission on the date hereof |
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| April 30, 2026 |
Exhibit 4.20 LEASE AGREEMENT 3 December 2024 between MAXIMA PROPCO VI B.V. as Landlord and ADC TECH NETHERLANDS B.V. as Tenant with respect to the office building TRIPOLIS 100 TABLE OF CONTENTS Clause Page 1 DEFINITIONS AND INTERPRETATION 2 2 The Leased SPACE, INTENDED USE 4 3 conditions 6 4 duration, extension and termination 6 5 Rental, turnover Tax, service charges, rent review, obligation for |
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| April 30, 2026 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 20-F Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 20-F (Mark One) ☐ REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF |
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| April 30, 2026 |
Exhibit 12.2 Certification by the Principal Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 I, Maria del Dado Alonso Sanchez, certify that: 1.I have reviewed this annual report on Form 20-F of Nebius Group N.V. (the “Company”); 2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make |
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| April 30, 2026 |
Rider I TO THE LEASE AGREEMENT Exhibit 4.21 Rider I TO THE LEASE AGREEMENT 1 July 2025 between MAXIMA PROPCO VI B.V. as Landlord and Nebius b.v. as Tenant with respect to the office building TRIPOLIS 100 TABLE OF CONTENTS Clause Page 1 Definitions 1 2 clause 13 of the Lease 1 3 New energy label 2 4 number of square meters and rental price 2 5 Commencement date 3 6 Goods and services 3 7 Handover report office floors 3 8 Handove |
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| April 30, 2026 |
Exhibit 4.7 EXECUTION COPY CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [*], HAS BEEN OMITTED BECAUSE THE REGISTRANT HAS DETERMINED THAT THE INFORMATION (I) IS NOT MATERIAL AND (II) IS THE TYPE OF INFORMATION THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. FORM OF PRE-FUNDED CLASS A ORDINARY SHARES PURCHASE WARRANT NEBIUS GROUP N.V. Warrant Shares: 21,065,936 Date |
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| April 30, 2026 |
Rider II TO THE LEASE AGREEMENT Exhibit 4.22 Rider II TO THE LEASE AGREEMENT 21 October 2025 between MAXIMA PROPCO VI B.V. as Landlord and Nebius b.v. as Tenant with respect to the office building TRIPOLIS 100 TABLE OF CONTENTS Clause Page 1 DEFINITIONS 1 2 NUMBER OF SQUARE METERS AND RENTAL PRICE 1 3 STORAGE SPACE 2 4 MISCELLANEOUS 3 SCHEDULE SCHEDULE 1 Drawing – storage space THIS RIDER II dated ● 2025 and made between: (1) MA |
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| April 30, 2026 |
Exhibit 4.6 Executive version CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [*], HAS BEEN OMITTED BECAUSE THE REGISTRANT HAS DETERMINED THAT THE INFORMATION (I) IS NOT MATERIAL AND (II) IS THE TYPE OF INFORMATION THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. Agreement and Plan of Merger By and Among Nebius Group N.V., Simba Acquisition Corp., AlphaAI Technologies, |
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| April 30, 2026 |
Exhibit 4.4 CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [*], HAS BEEN OMITTED BECAUSE THE REGISTRANT HAS DETERMINED THAT THE INFORMATION (I) IS NOT MATERIAL AND (II) IS THE TYPE OF INFORMATION THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. Microsoft PO# Nebius Statement of Work (“SOW”) Addresses and contacts for notices “Microsoft” “Nebius” Company Name: Microsof |
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| April 30, 2026 |
ARTICLES OF ASSOCIATION NEBIUS GROUP N.V. Exhibit 1.1 ARTICLES OF ASSOCIATION NEBIUS GROUP N.V. ARTICLES OF ASSOCIATION Definitions. Article 1. 1. In the Articles of Association the following words and expressions shall have the meaning hereby assigned to them: a. “Articles of Association” means: the articles of association of the Company in their current form and as amended from time to time; b. “Board of Directors” means: the body of in |
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| April 30, 2026 |
Exhibit 2.1 DESCRIPTION OF THE REGISTRANT’S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 Nebius Group N.V. is a Dutch public company with limited liability (naamloze vennootschap), and our affairs are governed by our articles of association, as amended, and Dutch law. The following description sets forth certain material terms and provisions of Nebius Group N |
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| March 20, 2026 |
Exhibit 99.1 Nebius Group announces closing of private offering of convertible senior notes, with aggregate gross proceeds of approximately $4.3 billion Amsterdam, March 20, 2026—Nebius Group N.V. (“Nebius Group” or the “Company”; NASDAQ: NBIS), a leading AI infrastructure company, today announced the closing of its previously announced offering of convertible senior notes, in two series: 1.250% c |
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| March 20, 2026 |
Exhibit 4.3 NEBIUS GROUP N.V. and U.S. Bank Trust Company, National Association as Trustee INDENTURE Dated as of March 20, 2026 2.625% Convertible Senior Notes due 2033 TABLE OF CONTENTS Page Article 1. Definitions; Rules of Construction 1 Section 1.01. Definitions 1 Section 1.02. Other Definitions 12 Section 1.03. Rules of Construction 13 Article 2. The Notes 14 Section 2.01. Form, Da |
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| March 20, 2026 |
Exhibit 4.1 NEBIUS GROUP N.V. and U.S. Bank Trust Company, National Association as Trustee INDENTURE Dated as of March 20, 2026 1.250% Convertible Senior Notes due 2031 TABLE OF CONTENTS Page Article 1. Definitions; Rules of Construction 1 Section 1.01. Definitions 1 Section 1.02. Other Definitions 13 Section 1.03. Rules of Construction 13 Article 2. The Notes 14 Section 2.01. Form, Dating |
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| March 20, 2026 |
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 March 20, 2026 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 E |
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| March 18, 2026 |
Exhibit 99.1 Nebius Group announces pricing of upsized private offering of $4.0 billion of convertible senior notes Amsterdam, March 17, 2026—Nebius Group N.V. (“Nebius Group” or the “Company”; NASDAQ: NBIS), a leading AI infrastructure company, today announced the pricing of its offering of $4.0 billion aggregate original principal amount of convertible senior notes, in two series: $2.25 billion |
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| March 18, 2026 |
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 March 18, 2026 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 E |
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| March 17, 2026 |
Exhibit 99.1 Nebius Group announces proposed private offering of $3.75 billion of convertible senior notes Amsterdam, March 17, 2026 — Nebius Group N.V. (“Nebius Group” or the “Company”; NASDAQ: NBIS), a leading AI infrastructure company, today announced its intention to offer, subject to market and other conditions, $3.75 billion aggregate original principal amount of convertible senior notes, in |
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| March 17, 2026 |
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 March 17, 2026 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 E |
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| March 16, 2026 |
Exhibit 99.1 Nebius signs new AI infrastructure agreement with Meta; deal to accelerate growth of Nebius’s core business in AI cloud Amsterdam, March 16, 2026 — Nebius Group N.V. (NASDAQ: NBIS), the AI cloud company, today announced a new long-term AI infrastructure supply agreement with Meta, strengthening the collaboration between the companies. Under the five-year agreement, Nebius will provide |
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| March 16, 2026 |
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 March 16, 2026 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 E |
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| March 11, 2026 |
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 March 11, 2026 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 E |
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| March 11, 2026 |
EXHIBIT 99.1 NVIDIA and Nebius Partner to Scale Full-Stack AI Cloud Deep Engineering Collaboration on AI Factories, Powering Inference and Agentic AI Enables Nebius to Deploy More Than 5 Gigawatts of NVIDIA Systems by End of 2030 SANTA CLARA, Calif. and AMSTERDAM — March 11, 2026 — NVIDIA and Nebius Group N.V. (NASDAQ: NBIS) today announced a strategic partnership to develop and deploy the next ge |
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| February 12, 2026 |
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 February 12, 2026 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 Principa |
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| February 12, 2026 |
Nebius Group Shareholder Letter Q4’25 Exhibit 99.2 Nebius Group Shareholder Letter Q4’25 February 12, 2026 Dear Shareholders, 2025 was our first full year of operations, a year with exceptional growth and execution. We delivered extremely strong financial results for the year and dramatically scaled up our capacity footprint, paving the way for significant continued growth in 2026 and beyond. Our unrelenting focus on execution in 2025 |
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| February 12, 2026 |
Nebius reports fourth quarter and full-year 2025 financial results Exhibit 99.1 Nebius reports fourth quarter and full-year 2025 financial results Amsterdam, February 12, 2026 – Nebius Group N.V. (NASDAQ: NBIS), the AI cloud company, today announced its unaudited financial results for the fourth quarter and full financial year ended December 31, 2025. The Company today also published founder and CEO Arkady Volozh’s quarterly letter to shareholders, available on i |
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| February 12, 2026 |
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 February 12, 2026 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 Principa |
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| February 12, 2026 |
Securities and Exchange Commission Exhibit 16.1 Securities and Exchange Commission 100 F Street, N.E. Washington, DC 20549 12 February 2026 Ladies and Gentlemen: We have read the section headed “Change in Registrant’s Certifying Accountant” contained in the report on Form 6-K dated 12 February 2026 of Nebius Group N.V. and we agree with such statements, except we are not in a position to agree or disagree with the Company’s stateme |
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| February 10, 2026 |
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 February 10, 2026 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 Principa |
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| November 13, 2025 |
NEBIUS GROUP N.V. INDEX TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS Exhibit 99.2 NEBIUS GROUP N.V. INDEX TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS Page Unaudited Condensed Consolidated Balance Sheets as of December 31, 2024 and September 30, 2025 F-2 Unaudited Condensed Consolidated Statements of Operations for the Three and Nine Months Ended September 30, 2024 and 2025 F-3 Unaudited Condensed Consolidated Statements of Comprehensive (Loss) / Income |
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| November 13, 2025 |
Exhibit 99.1 Operating and Financial Review and Prospects Third Quarter and Nine Months Ended September 30, 2024 and 2025 You should read the following discussion and analysis of our financial condition and results of operations for the three and nine months ended September 30, 2024 and 2025 in conjunction with our unaudited condensed consolidated financial statements and related notes appearing e |
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| November 13, 2025 |
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 November 13, 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 Principa |
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| November 12, 2025 |
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 November 12, 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 Principa |
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| November 12, 2025 |
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 November 12, 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 Principa |
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| November 12, 2025 |
Exhibit 99.2 Nebius Group N.V. Schiphol Boulevard 165 1118 BG Schiphol The Netherlands Date 12 November 2025 Our ref 20250012 Subject Nebius Group N.V. – Legal Opinion on Prospectus Supplement Dear Sirs, We, Warendorf, have acted as special legal advisers to Nebius Group N.V. (the “Company") in connection with the sale from time to time by the Company (the “Offering”) of up to 25,000,000 Class A O |
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| November 12, 2025 |
Calculation of Filing Fee Tables F-3 Nebius Group N.V. Table 1: Newly Registered and Carry Forward Securities ☐Not Applicable Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Carry Forward Form Type Carry Forward File Number Carry Forward Initial E |
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| November 12, 2025 |
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 November 12, 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 Principa |
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| November 12, 2025 |
Exhibit 99.2 Nebius Group Letter to shareholders Q3 2025 November 11, 2025 2 Strong momentum into 2026 Significantly raised capacity guidance $7–9 billion Connected power CYE 2024 CYE 2025 CYE 2026 220 MW 25 MW 800 MW – 1 GW 1 GW >2.5 GW Сontracted power at CYE 2026 Previously announced plan Current plan Includes power that is fully provisioned and can be activated immediately upon GPU installatio |
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| November 12, 2025 |
Exhibit 99.1 NEBIUS GROUP N.V. Up to 25,000,000 Class A Ordinary Shares (€0.01 par value) Equity Distribution Agreement November 12, 2025 Goldman Sachs & Co. LLC 200 West Street New York, New York 10282 Morgan Stanley & Co. LLC 1585 Broadway, 29th Floor New York, New York 10036 BofA Securities, Inc. One Bryant Park New York, New York 10036 Citigroup Global Markets Inc. 388 Greenwich Street New Yor |
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| November 12, 2025 |
Up to 25,000,000 Class A Ordinary Shares TABLE OF CONTENTS Filed pursuant to Rule 424(b)(5) Registration No. 333-286932 PROSPECTUS SUPPLEMENT (to Prospectus dated May 2, 2025) Up to 25,000,000 Class A Ordinary Shares We have entered into an equity distribution agreement (the “Sales Agreement”) with Goldman Sachs & Co. LLC, Morgan Stanley & Co. LLC, BofA Securities, Inc. and Citigroup Global Markets Inc. (collectively, the “Sales Agents |
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| November 12, 2025 |
Nebius reports third quarter financial results Exhibit 99.1 Nebius reports third quarter financial results Amsterdam, November 11, 2025 – Nebius Group N.V. (NASDAQ: NBIS), a leading AI infrastructure company, today announced its unaudited financial results for the third quarter ended September 30, 2025. The Company today also published founder and CEO Arkady Volozh’s quarterly letter to shareholders, available on its investor relations website |
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| October 22, 2025 |
Exhibit 99.1 Avride secures strategic investment and other commitments of up to $375 million, backed by Uber and Nebius · Enables significant and rapid scaling of Avride’s business to capitalize on substantial market opportunity in autonomous driving technologies and services. Austin, TX, October 22, 2025 — Avride, a leading developer of autonomous driving technologies, has secured strategic inves |
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| October 22, 2025 |
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 October 22, 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 |
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| October 1, 2025 |
144 0002060780 XXXXXXXX LIVE 0001513845 Nebius Group N.V. 001-35173 SCHIPHOL BOULEVARD 165 SCHIPHOL P7 1118 BG 31202066970 Volozh Arkadiy Officer Director 10% SHAREHOLDER CLASS A ORDINARY SHARES CITIGROUP GLOBAL MARKETS 390 GREENWICH ST NEW YORK NY 10013 38099 4210651.95 203006418 10/01/2025 NASDAQ CLASS A ORDINARY SHARES 10/01/2025 AWARDS RSP 2024 NEBIUS GROUP N V N 75000 10/01/2025 COMPENSATION |
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| September 22, 2025 |
Nebius Group announces exercise of the underwriters’ option to purchase additional Class A shares Exhibit 99.1 Nebius Group announces exercise of the underwriters’ option to purchase additional Class A shares Amsterdam, September 22, 2025—Nebius Group N.V. (“Nebius Group” or the “Company”; NASDAQ: NBIS), a leading AI infrastructure company, today announced that, in connection with its previously announced underwritten public offering of Class A ordinary shares, the underwriters have exercised |
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| September 22, 2025 |
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 22, 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 Princip |
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| September 15, 2025 |
Exhibit 4.1 NEBIUS GROUP N.V. and U.S. Bank Trust Company, National Association as Trustee INDENTURE Dated as of September 15, 2025 1.00% Convertible Senior Notes due 2030 TABLE OF CONTENTS Page Article 1. Definitions; Rules of Construction 1 Section 1.01. Definitions 1 Section 1.02. Other Definitions 12 Section 1.03. Rules of Construction 13 Article 2. The Notes 14 Section 2.01. Form, |
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| September 15, 2025 |
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 15, 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 Princip |
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| September 15, 2025 |
Exhibit 4.3 NEBIUS GROUP N.V. and U.S. Bank Trust Company, National Association as Trustee INDENTURE Dated as of September 15, 2025 2.75% Convertible Senior Notes due 2032 TABLE OF CONTENTS Page Article 1. Definitions; Rules of Construction 1 Section 1.01. Definitions 1 Section 1.02. Other Definitions 12 Section 1.03. Rules of Construction 13 Article 2 |
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| September 15, 2025 |
Exhibit 99.1 Nebius Group announces closings of its public offering of Class A ordinary shares and concurrent private offering of convertible senior notes, with aggregate gross proceeds to date of approximately $4.2 billion Amsterdam, September 15, 2025—Nebius Group N.V. (“Nebius Group” or the “Company”; NASDAQ: NBIS), a leading AI infrastructure company, today announced the closing of its previou |
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| September 12, 2025 |
10,810,811 Class A Ordinary Shares TABLE OF CONTENTS Filed pursuant to Rule 424(b)(5) Registration No. 333-286932 PROSPECTUS SUPPLEMENT (to Prospectus dated May 2, 2025) 10,810,811 Class A Ordinary Shares We are offering 10,810,811 of our class A ordinary shares, nominal value €0.01 each (the “Class A shares”). Our Class A shares are listed on the Nasdaq Global Select Market (“Nasdaq”) under the symbol “NBIS.” On September 10, 20 |
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| September 12, 2025 |
NEBIUS GROUP N.V. 10,810,811 Class A Ordinary Shares Underwriting Agreement Exhibit 99.1 Execution Version NEBIUS GROUP N.V. 10,810,811 Class A Ordinary Shares Underwriting Agreement September 10, 2025 Goldman Sachs & Co. LLC As representative of the several Underwriters listed in Schedule I hereto c/o Goldman Sachs & Co. LLC 200 West Street New York, New York 10282 Ladies and Gentlemen: Nebius Group N.V., a public limited company (naamloze vennootschap) formed under the |
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| September 12, 2025 |
Exhibit 99.2 Nebius Group announces pricing of upsized private offering of $2.75 billion of convertible senior notes Amsterdam, September 10, 2025—Nebius Group N.V. (“Nebius Group” or the “Company”; NASDAQ: NBIS), a leading AI infrastructure company, today announced the pricing of its offering of $2.75 billion aggregate original principal amount of convertible senior notes, in two series: $1,375,0 |
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| September 12, 2025 |
Exhibit 99.4 Nebius Group N.V. Schiphol Boulevard 165 1118 BG Schiphol The Netherlands Date 11 September 2025 Our ref 20250012 Subject Nebius Group N.V. – Legal Opinion on Prospectus Supplement Dear Sirs, We, Warendorf, have acted as special legal advisers to Nebius Group N.V. (the “Company") in connection with the offer and sale by the Company (the “Offering”) of Class A Ordinary Shares with a no |
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| September 12, 2025 |
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 11, 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 Princip |
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| September 12, 2025 |
144 0001704816 XXXXXXXX LIVE 0001513845 Nebius Group N.V. 001-35173 SCHIPHOL BOULEVARD 165 SCHIPHOL P7 1118 BG 31202066970 Ryan Charles E Director INDEPENDENT NON EXECUTIVE DIRECTOR CLASS A ORDINARY SHARES CITIGROUP GLOBAL MARKETS 390 GREENWICH ST NEW YORK NY 10013 49504 4415261.00 238108831 09/12/2025 NASDAQ CLASS A ORDINARY SHARES 07/05/2016 ACQUIRED AS COMPENSATION RESTRICTED STOCK AWARDS NEBIU |
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| September 12, 2025 |
Nebius Group announces pricing of $1 billion public offering of Class A ordinary shares Exhibit 99.3 Nebius Group announces pricing of $1 billion public offering of Class A ordinary shares Amsterdam, September 10, 2025—Nebius Group N.V. (“Nebius Group” or the “Company”; NASDAQ: NBIS), a leading AI infrastructure company, today announced the pricing of its previously announced underwritten public offering of $1 billion of the Company’s Class A ordinary shares at a public offering pric |
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| September 12, 2025 |
Calculation of Filing Fee Tables F-3 Nebius Group N.V. Table 1: Newly Registered and Carry Forward Securities ☐Not Applicable Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Carry Forward Form Type Carry Forward File Number Carry Forward Initial E |
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| September 11, 2025 |
Issuer Free Writing Prospectus Issuer Free Writing Prospectus Relating to Preliminary Prospectus dated September 10, 2025 Filed pursuant to Rule 433 Registration No. |
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| September 11, 2025 |
Issuer Free Writing Prospectus Issuer Free Writing Prospectus Relating to Preliminary Prospectus dated September 10, 2025 Filed pursuant to Rule 433 Registration No. |
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| September 11, 2025 |
Nebius Group N.V. Offering of 10,810,811 Class A Ordinary Shares Filed Pursuant to Rule 433 Issuer Free Writing Prospectus dated September 10, 2025 Relating to Preliminary Prospectus Supplement dated September 10, 2025 Registration Statement No. |
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| September 10, 2025 |
Operating and Financial Review and Prospects First Half of the Year 2025 and 2024 Exhibit 99.1 Operating and Financial Review and Prospects First Half of the Year 2025 and 2024 You should read the following discussion and analysis of our financial condition and results of operations for the six months ended June 30, 2025 and 2024 in conjunction with our unaudited condensed consolidated financial statements and related notes appearing elsewhere in this Report on Form 6-K, as wel |
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| September 10, 2025 |
NEBIUS GROUP N.V. INDEX TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS Exhibit 99.2 NEBIUS GROUP N.V. INDEX TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS Page Unaudited Condensed Consolidated Balance Sheets as of December 31, 2024 and June 30, 2025 F-2 Unaudited Condensed Consolidated Statements of Operations for the Six Months Ended June 30, 2024 and 2025 F-3 Unaudited Condensed Consolidated Statements of Comprehensive Income/(Loss) for the Six Months End |
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| September 10, 2025 |
NEBIUS GROUP N.V. CLAWBACK POLICY (as adopted September 3, 2025) Exhibit 99.3 NEBIUS GROUP N.V. CLAWBACK POLICY (as adopted September 3, 2025) I. Introduction The Board of Directors (the “Board”) of Nebius Group N.V. (the “Company”) believes that it is in the best interests of the Company and its stakeholders including shareholders to create and maintain a culture that emphasizes integrity and accountability. The Board has therefore adopted this policy which pr |
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| September 10, 2025 |
Issuer Free Writing Prospectus Issuer Free Writing Prospectus Relating to Preliminary Prospectus dated September 10, 2025 Filed pursuant to Rule 433 Registration No. |
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| September 10, 2025 |
Issuer Free Writing Prospectus Relating to Preliminary Prospectus dated September 10, 2025 Filed pursuant to Rule 433 Registration No. |
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| September 10, 2025 |
Issuer Free Writing Prospectus Relating to Preliminary Prospectus dated September 10, 2025 Filed pursuant to Rule 433 Registration No. |
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| September 10, 2025 |
Subject to Completion, dated September 10, 2025 TABLE OF CONTENTS The information in this preliminary prospectus supplement is not complete and may be changed. |
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| September 10, 2025 |
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 10, 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 Princip |
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| September 8, 2025 |
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 Principa |
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| September 8, 2025 |
Nebius announces multi-billion dollar agreement with Microsoft for AI infrastructure Exhibit 99.1 Nebius announces multi-billion dollar agreement with Microsoft for AI infrastructure ● Deal enables significantly more aggressive growth of Nebius’s AI cloud business in 2026 Amsterdam, September 8, 2025 — Nebius Group N.V. (NASDAQ: NBIS) (“Nebius” or the “Company”), a leading AI infrastructure company, today announced an agreement to deliver AI infrastructure to Microsoft. Under this |
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| September 5, 2025 |
144 0002060780 XXXXXXXX LIVE 0001513845 Nebius Group N.V. 001-35173 Schiphol Boulevard 165 Schiphol Amsterdam P7 1118 BG 31-20-206-6970 Arkadiy Volozh Officer, Director, 10% Stakeholder Class A Ordinary Shares Goldman Sachs & Co. LLC 200 West Street New York NY 10282 4132656 270564988.32 203006418 09/11/2025 NASD Class A Ordinary Shares 10/14/2008 Acquired Class B common shares from Issuer in priv |
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| September 3, 2025 |
144 0002080134 XXXXXXXX LIVE 0001513845 Nebius Group N.V. 001-35173 SCHIPHOL BOULEVARD 165 SCHIPHOL P7 1118 BG 31202066970 Radinsky Kira Director Class A Ordinary UBS Financial Services, Inc. 11 Madison Avenue 4th Floor New York NY 10010 6700 448096.00 203006418 09/03/2025 NASDAQ Class A Ordinary 01/03/2025 Compensation Issuer N 6700 01/03/2025 N/A Y 09/03/2025 06/04/2025 /s/ UBS Financial Service |
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| August 22, 2025 |
Nebius Group N.V. announces results of its Annual General Meeting EXHIBIT 99.1 Nebius Group N.V. announces results of its Annual General Meeting AMSTERDAM, the Netherlands — August 22, 2025 — Nebius Group N.V. (NASDAQ: NBIS) (the “Company”), a leading AI infrastructure company, today announced that all resolutions proposed at the Annual General Meeting of Shareholders of the Company (the “AGM”), held on August 21, 2025, have been adopted. The total number of Cla |
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| August 22, 2025 |
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 August 22, 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 |
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| August 7, 2025 |
Exhibit 99.2 Nebius Group Shareholder Letter Q2 2025 August 7, 2025 Introduction Fellow shareholders, These are exciting times. With AI developing at pace, we stand at the brink of the next great leap in technology. To achieve this, we need to build entirely new infrastructure for AI. This is a great challenge for the next decade and beyond. Outside of a handful of big tech companies, only a few n |
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| August 7, 2025 |
Nebius reports second quarter financial results and raises ARR guidance for 2025 Exhibit 99.1 Nebius reports second quarter financial results and raises ARR guidance for 2025 · Annualized run-rate revenue(1) (ARR) guidance increased to $900 million to $1.1 billion for the end of 2025 · Revenue for Q2 of $105.1 million, +up 625% year-on-year and 106% quarter-on-quarter · Core business achieves positive Adjusted EBITDA ahead of plan · In the process of securing more than 1 GW of |
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| August 7, 2025 |
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 August 7, 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 E |
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| July 24, 2025 |
Exhibit 99.2 PROPOSED AMENDMENTS JULY 2025 In this translation an attempt has been made to be as literal as possible without jeopardizing the overall continuity. Inevitably, differences may occur in translation, and if so the Dutch text will by law govern. ARTICLES OF ASSOCIATION Definitions. Article 1. 1. In the Articles of Association the following words and expressions shall have the meaning he |
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| July 24, 2025 |
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 July 24, 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 Ex |
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| July 24, 2025 |
Notice of Annual General Meeting of Nebius Group N.V. Exhibit 99.1 Schiphol Boulevard 165 1118 BG Schiphol Tel.: +31 (0) 20 206 6970 Fax: + 31 (0) 20 446 6372 www.nebius.group To: Shareholders of Nebius Group N.V. From: Board of Directors Date: July 24, 2025 Notice of Annual General Meeting of Nebius Group N.V. We hereby inform you that Nebius Group N.V. (the “Company”) will hold its Annual General Meeting of Shareholders (“AGM”) on August 21, 2025 ( |
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| July 10, 2025 |
Exhibit 99.1 Nebius Group 2024 Sustainability Report highlights importance of sustainability to long-term value creation in AI infrastructure · Leading AI infra builder’s 2024 Sustainability Report shows how sustainability drives competitive advantage, with approximately 20% lower total cost of ownership (TCO) and market-leading efficiency metrics · Regular publication of detailed data aligned to |
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| July 10, 2025 |
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 July 10, 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 Ex |
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| July 3, 2025 |
Table 1: Newly Registered and Carry Forward Securities Calculation of Filing Fee Tables F-3 Nebius Group N.V. Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Carry Forward Form Type Carry Forward File Number Carry Forward Initial Effective Date Fi |
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| July 3, 2025 |
TABLE OF CONTENTS Filed pursuant to Rule 424(b)(7) Registration No. 333-286932 PROSPECTUS SUPPLEMENT (to Prospectus dated May 2, 2025) Up To 27,210,800 Class A Ordinary Shares Issuable upon Conversion of Convertible Notes due 2029 and 2031 Offered by Selling Holders This prospectus supplement relates to the resale, from time to time by the holders named herein (the “Selling Holders”), of up to a |
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| June 5, 2025 |
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 June 5, 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 Exe |
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| June 2, 2025 |
EXHIBIT 99.5 NEBIUS GROUP N.V. and U.S. Bank Trust Company, National Association as Trustee INDENTURE Dated as of June 5, 2025 3.00% Convertible Senior Notes due 2031 TABLE OF CONTENTS Page Article 1. Definitions; Rules of Construction 1 Section 1.01. Definitions 1 Section 1.02. Other Definitions 12 Section 1.03. Rules of Construction 13 Article 2. |
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| June 2, 2025 |
EXHIBIT 99.2 SUBSCRIPTION AGREEMENT by and between NEBIUS GROUP N.V. and THE SUBSCRIBER SET FORTH HEREIN June 2, 2025 Table of Contents Page 1. Definitions 2 2. Purchase of Notes 5 2.1 Purchase of Notes 5 2.2 Closing 5 2.3 Company Deliverables 5 2.4 Subscriber Deliverables 6 3. Representations and Warranties of the Company 6 3.1 Organization and Power 6 3.2 Authorization 7 3.3 Valid Issuance and T |
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| June 2, 2025 |
EXHIBIT 99.4 NEBIUS GROUP N.V. and U.S. Bank Trust Company, National Association as Trustee INDENTURE Dated as of June 5, 2025 2.00% Convertible Senior Notes due 2029 TABLE OF CONTENTS Page Article 1. Definitions; Rules of Construction 1 Section 1.01. Definitions 1 Section 1.02. Other Definitions 12 Section 1.03. Rules of Construction 13 Article 2. The Notes 14 Section 2.01. Form, Dating and Denom |
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| June 2, 2025 |
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 June 2, 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 Exe |
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| June 2, 2025 |
EXHIBIT 99.3 INVESTOR AGREEMENT by and between NEBIUS GROUP N.V. and THE INVESTOR SET FORTH HEREIN June 2, 2025 Table of Contents Page 1. Definitions 1 2. Registration Rights 6 2.1 Shelf Registration Statement 6 2.2 Underwritten Offering 8 2.3 Take-Down Notice 8 2.4 Piggyback Registration 9 2.5 Registration Procedures 9 2.6 Suspension 12 2.7 Furnish Information 13 2.8 Expenses 13 2.9 Indemnificati |
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| June 2, 2025 |
EXHIBIT 99.1 Nebius Group announces private placement of $1 billion in aggregate principal amount of convertible notes Amsterdam, June 2, 2025— Nebius Group N.V. (“Nebius Group” or the “Company”; NASDAQ: NBIS), a leading AI infrastructure company, today announced that it has entered into definitive agreements for a private placement of senior unsecured convertible notes in an aggregate principal a |
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| May 30, 2025 |
EXHIBIT 99.1 Nebius participates in ClickHouse Series C; crystallizes value of asset to fund hypergrowth of core AI infrastructure business Amsterdam, May 30, 2025 – Nebius Group (“Nebius” or “the Group”; NASDAQ: NBIS), a leading AI infrastructure company, today confirmed its participation in ClickHouse’s Series C funding round. Arkady Volozh, founder and CEO of Nebius, said: “We are extremely imp |
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| May 30, 2025 |
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 May 30, 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 Exe |
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| May 28, 2025 |
Marc Boroditsky joins Nebius as Chief Revenue Officer EXHIBIT 99.1 Marc Boroditsky joins Nebius as Chief Revenue Officer Amsterdam, May 28, 2025 — Nebius (NASDAQ: NBIS), a leading AI infrastructure company, today announced the appointment of Marc Boroditsky as Chief Revenue Officer as the company continues to build out its global sales team. A seasoned senior tech executive, Marc has a strong global go-to-market track record of driving high growth – |
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| May 28, 2025 |
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 May 28, 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 Exe |
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| May 20, 2025 |
Exhibit 99.3 May 20, 2025 Q1 2025 Earnings Results. Live Q&A webcast EXHIBIT 99.3 This presentation contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, which involve risks and uncertainties. All statements contained in this presentation other than statements of historical facts, including, without limitation, statements regarding our futu |
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| May 20, 2025 |
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 May 20, 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 Exe |
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| May 20, 2025 |
Nebius Group N.V. announces first quarter 2025 financial results Exhibit 99.1 Nebius Group N.V. announces first quarter 2025 financial results Amsterdam, May 20, 2025 – Nebius Group N.V. (“Nebius Group”, the “Group” or the “Company”; NASDAQ: NBIS),(1) a leading AI infrastructure company, today announced its unaudited financial results for the first quarter ended March 31, 2025. In Q1 2025, the Group’s revenue of $55.3 million increased 385% year over year, driv |
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| May 20, 2025 |
Letter to Shareholders Q1 2025 Exhibit 99.2 Letter to Shareholders Q1 2025 Q1 2025 Highlights $55.3 million Group revenue +385% YoY growth $249 million Annualized run-rate revenue as of the end of March 31 for core infrastructure +684% YoY $1.44 billion Cash at the end of Q1 $544 million Q1 CapEx *** Fellow shareholders, Nebius Group has had a very strong start to the year. Our core infrastructure business delivered annualized |
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| May 7, 2025 |
Nebius welcomes Bezos Expeditions as lead investor in AI data business Toloka EXHIBIT 99.1 Nebius welcomes Bezos Expeditions as lead investor in AI data business Toloka ● Enables significant and rapid scaling of Toloka’s business to capitalize on substantial market opportunity in AI data ● Positions Toloka among top tier of AI data companies globally, backed by world-class strategic investors ● Secures long-term potential upside for Nebius shareholders from growth of Toloka |
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| May 7, 2025 |
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 May 7, 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 Exec |
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| May 2, 2025 |
Exhibit 4.3 NEBIUS GROUP N.V. and [ ] as Trustee INDENTURE Dated as of , 20 Senior Debt Securities Table of Contents Page Article I DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION 1 Section 1.01 Definitions 1 Section 1.02 Compliance Certificates and Opinions 8 Section 1.03 Form of Documents Delivered to Trustee 8 Section 1.04 Acts of Holders; Record Dates 9 Section 1.05 Notices |
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| May 2, 2025 |
Table 1: Newly Registered Securities Calculation of Filing Fee Tables S-8 Nebius Group N.V. Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee 1 Equity Class A Ordinary Shares, nominal value Euro0.01 457(a) 30,000,000 $ 22.125 $ 663,750,000.00 0.0001531 $ 101,620.13 |
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| May 2, 2025 |
As filed with the Securities and Exchange Commission on May 2, 2025 As filed with the Securities and Exchange Commission on May 2, 2025 Registration No. |
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| May 2, 2025 |
Table 1: Newly Registered and Carry Forward Securities Calculation of Filing Fee Tables F-3 Nebius Group N.V. Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Carry Forward Form Type Carry Forward File Number Carry Forward Initial Effective Date Fi |
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| May 2, 2025 |
As filed with the Securities and Exchange Commission on May 2, 2025. TABLE OF CONTENTS As filed with the Securities and Exchange Commission on May 2, 2025. |
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| May 2, 2025 |
Exhibit 4.4 NEBIUS GROUP N.V. and [ ] as Trustee INDENTURE Dated as of , 20 Subordinated Debt Securities Table of Contents Page ARTICLE I DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION 1 Section 1.01 Definitions 1 Section 1.02 Compliance Certificates and Opinions 8 Section 1.03 Form of Documents Delivered to Trustee 8 Section 1.04 Acts of Holders; Record Dates 9 Section 1.05 Notices |
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| April 30, 2025 |
Consent of Independent Registered Public Accounting Firm Exhibit 15.1 Consent of Independent Registered Public Accounting Firm We hereby consent to the incorporation by reference in the Registration Statement on Form S-8 (No. 333-213317) of Nebius Group N.V. of our reports dated April 30, 2025 relating to the financial statements and the effectiveness of internal control over financial reporting, which appear in this Form 20-F. /s/ Reanda Audit & Assura |
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| April 30, 2025 |
Consent of Independent Registered Public Accounting Firm Exhibit 99.2 Consent of Independent Registered Public Accounting Firm We hereby consent to the incorporation by reference in the Annual report on Form 20-F (No. 333-213317) of Nebius Group N.V. of our report dated April 30, 2025, relating to the consolidated financial statements of International Public Joint-Stock Company YANDEX and its subsidiaries for the period from January 1, 2024 to May 16, 2 |
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| April 30, 2025 |
Nebius Group N.V. announces date of first quarter 2025 results and conference call Exhibit 99.1 Nebius Group N.V. announces date of first quarter 2025 results and conference call Amsterdam, April 30, 2025 – Nebius Group N.V. (NASDAQ:NBIS) will release its first quarter 2025 financial results on Tuesday, May 20, 2025, before market open. Nebius Group will also hold a conference call to discuss its results at 8:00 a.m. Eastern Time (5:00 a.m. Pacific Time / 2:00 p.m. Central Europ |
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| April 30, 2025 |
ARTICLES OF ASSOCIATION NEBIUS GROUP N.V. Exhibit 1.1 ARTICLES OF ASSOCIATION NEBIUS GROUP N.V. In this translation an attempt has been made to be as literal as possible without jeopardizing the overall continuity. Inevitably, differences may occur in translation, and if so the Dutch text will by law govern. CONTINUOUS TEXT of the articles of association of the public company: Nebius Group N.V. (previously named: Yandex N.V.), established |
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| April 30, 2025 |
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM Exhibit 99.1 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Board of Directors and Shareholders of International Public Joint-Stock Company YANDEX Opinion on the Financial Statements We have audited the accompanying consolidated balance sheet of International Public Joint-Stock Company YANDEX and its subsidiaries (the “Company”) as of May 16, 2024, and the related consolidated stat |
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| April 30, 2025 |
Exhibit 2.1 DESCRIPTION OF THE REGISTRANT’S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 Nebius Group N.V. is a Dutch public company with limited liability (naamloze vennootschap), and our affairs are governed by our articles of association, as amended, and Dutch law. The following description sets forth certain material terms and provisions of Nebius Group |
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| April 30, 2025 |
Exhibit 12.1 Certification by the Principal Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 I, Arkady Volozh, certify that: 1.I have reviewed this annual report on Form 20-F of Nebius Group N.V. (the “Company”); 2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements |
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| April 30, 2025 |
Securities and Exchange Commission Exhibit 16.1 Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Ladies and Gentlemen: We have read the statements made by Nebius Group N.V., which we understand will be filed with the Securities and Exchange Commission, pursuant to Item 16F of Form 20-F of Nebius Group N.V. dated April 30, 2025. We agree with the statements concerning our Firm contained therein. Very trul |
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| April 30, 2025 |
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 April 30, 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 E |
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| April 30, 2025 |
Consent of Independent Registered Public Accounting Firm Exhibit 15.2 Consent of Independent Registered Public Accounting Firm We hereby consent to the incorporation by reference in the Registration Statement on Form S-8 (No. 333-213317) of Nebius Group N.V. of our report dated April 26, 2024, except with respect to the matter that alleviated previous substantial doubt about the Company’s ability to continue as a going concern and except for the effects |
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| April 30, 2025 |
Exhibit 13.1 Certification by the Principal Executive Officer and Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 In connection with the Annual Report on Form 20-F of Nebius Group N.V. (the “Company”) for the year ended December 31, 2024, as filed with the U.S. Securities and Exchange Commission on the date hereof |
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| April 30, 2025 |
Exhibit 12.2 Certification by the Principal Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 I, Ron Jacobs, certify that: 1.I have reviewed this annual report on Form 20-F of Nebius Group N.V. (the “Company”); 2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements mad |
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| April 30, 2025 |
NEBIUS GROUP N.V. Amended and Restated Equity Incentive Plan Exhibit 2.2 NEBIUS GROUP N.V. Amended and Restated Equity Incentive Plan 1.Introduction. (a)This Amended and Restated Equity Incentive Plan (the “Plan”) of Nebius Group N.V. (the “Company”) is effective as of August 15, 2024 (“Restatement Effective Date”), subject to the approval of the shareholders of the Company. The Plan is an amendment and restatement of the 2016 Equity Incentive Plan that w |
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| April 30, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 20-F Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 20-F (Mark One) ☐ REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF |
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| April 30, 2025 |
NEBIUS GROUP N.V. Insider Trading Policy (Effective as of August 15, 2024) Exhibit 11 NEBIUS GROUP N.V. Insider Trading Policy (Effective as of August 15, 2024) 1. Background and Purpose The US federal securities laws prohibit any member of the Board of Directors (a “Director”) or employee of Nebius Group N.V. (the “Company” and, together with its subsidiaries, the “Group”) or its subsidiaries from purchasing or selling Company securities on the basis of material nonpu |
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| February 20, 2025 |
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 February 20, 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 Principa |
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| February 20, 2025 |
Nebius Group N.V. announces fourth quarter and full-year 2024 financial results Exhibit 99.1 Nebius Group N.V. announces fourth quarter and full-year 2024 financial results Amsterdam, February 20, 2025 – Nebius Group N.V. (“Nebius Group”, the “Group” or the “Company”; NASDAQ: NBIS),(1) a leading AI infrastructure company, today announced its unaudited financial results for the fourth quarter and full year ended December 31, 2024. · In Q4 2024, the Group’s revenue of $37.9 mil |
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| December 12, 2024 |
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 December 12, 2024 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 Principa |
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| December 2, 2024 |
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 December 2, 2024 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 |
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| December 2, 2024 |
Exhibit 99.1 group.nebius.com Nebius B.V., Gustav Mahlerlaan 300, 1082 ME Amsterdam Nebius announces oversubscribed strategic equity financing of USD 700 million to accelerate roll-out of full-stack AI infrastructure · Investment comes from a select group of institutional and accredited investors, including participation from Accel, NVIDIA, and certain accounts managed by Orbis Investments · Suppo |
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| December 2, 2024 |
Exhibit 99.3 EXECUTION VERSION INVESTOR AGREEMENT by and between NEBIUS GROUP N.V. and THE INVESTOR AS SET FORTH HEREIN December 2, 2024 Table of Contents Page 1. Definitions 1 2. Registration Rights 5 2.1 Registration Statement 5 2.2 Underwritten Offering 8 2.3 Take-Down Notice 9 2.4 Piggyback Registration 9 2.5 Registration Procedures 10 2.6 Suspension 13 2.7 Furnish Information 13 2.8 Expen |
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| December 2, 2024 |
Exhibit 99.2 EXECUTION VERSION SHARE PURCHASE AGREEMENT by and between NEBIUS GROUP N.V. and THE INVESTOR AS SET FORTH HEREIN December 2, 2024 Table of Contents Page 1. Definitions 1 2. Purchase of Class A Shares 4 2.1 Purchase of Class A Shares 4 2.2 Closing 5 2.3 Company Deliverables 5 2.4 Investor Deliverables 6 3. Representations and Warranties of the Company 6 3.1 Organization and Power 6 3.2 |
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| November 19, 2024 |
Exhibit 99.1 Nebius expands in US with first GPU cluster in Kansas City, offices in San Francisco, Dallas and New York · AI infrastructure provider’s first GPU cluster in the US will service customer workloads from early 2025 · GPU cluster in Kansas City has potential capacity to house up to about 35 thousand GPUs after expansion · Nebius’s new customer hubs in San Francisco and Dallas have been o |
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| November 19, 2024 |
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 November 19, 2024 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 Principa |
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| November 12, 2024 |
YNDX / Yandex N.V. / FMR LLC Passive Investment SC 13G/A 1 filing.txt SCHEDULE 13G Amendment No.2 NEBIUS GROUP NV CLASS A COMMON STOCK Cusip #N97284108 Check the appropriate box to designate the rule pursuant to which this Schedule is filed: [x] Rule 13d-1(b) [ ] Rule 13d-1(c) [ ] Rule 13d-1(d) Cusip #N97284108 Item 1: Reporting Person - FMR LLC Item 2: (a) [ ] (b) [ ] Item 4: Delaware Item 5: 3,937,072 Item 6: 0 Item 7: 3,941,233 Item 8: 0 Ite |
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| October 31, 2024 |
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 October 31, 2024 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 |
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| October 31, 2024 |
Nebius Group N.V. announces third quarter 2024 financial results Exhibit 99.1 Nebius Group N.V. announces third quarter 2024 financial results Amsterdam, October 31, 2024 – Nebius Group N.V. (“Nebius Group”, the “Group” or the “Company”; NASDAQ: NBIS), a leading AI infrastructure company, today announced its unaudited financial results for the third quarter ended September 30, 2024. Nebius Group is a technology company building full-stack infrastructure to serv |
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| October 21, 2024 |
EXHIBIT 99.1 Nebius Group confirms schedule for resumption of trading on Nasdaq and provides further company background information Amsterdam, October 21, 2024 — Nebius Group N.V. (“Nebius Group” or the “Company”; NASDAQ: NBIS) confirms that the trading of the Company’s Class A ordinary shares on the Nasdaq Global Select Market is scheduled to resume at 9:00 a.m. Eastern Time today. In advance of |
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| October 21, 2024 |
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 October 21, 2024 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 |
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| October 18, 2024 |
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 October 18, 2024 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 |
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| October 18, 2024 |
Exhibit 99.1 October 18, 2024 This presentation contains forward - looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 , which involve risks and uncertainties. All statements contained in this presentation other than statements of historical facts, including, without limitation, state men ts regarding our future financial and business performance, our busi |
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| October 17, 2024 |
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 October 17, 2024 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 |
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| October 17, 2024 |
Nebius Group Announces Planned Resumption of Trading on Nasdaq and Provides Investor Update EXHIBIT 99.1 Nebius Group Announces Planned Resumption of Trading on Nasdaq and Provides Investor Update Amsterdam, October 17, 2024 — Nebius Group N.V. (“Nebius Group” or the “Company”; NASDAQ: NBIS; the “Company”) today announces that it has been informed by The Nasdaq Stock Market LLC (“Nasdaq”) that trading in the Company’s Class A ordinary shares is scheduled to resume on Monday October 21, 2 |
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| October 15, 2024 |
Exhibit 99.1 Nebius Group N.V. (formerly known as Yandex N.V.) Provides Further Update on Convertible Notes Amsterdam, October 14, 2024 – As announced on August 7, 2024, and in connection with its 0.75% Convertible Notes due 2025 (the “Notes”), Nebius Group N.V. (formerly known as Yandex N.V.) (“Nebius”) intends to deliver relevant Class A shares to former noteholders as required by a purchase agr |
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| October 15, 2024 |
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 October 14, 2024 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 |
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| October 8, 2024 |
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 October 8, 2024 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 |
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| October 8, 2024 |
Nebius to triple capacity at Finland data center to 75 MW Exhibit 99.1 Nebius to triple capacity at Finland data center to 75 MW Amsterdam, October 8, 2024 – Nebius (NASDAQ:NBIS), a leading AI infrastructure company, today announced that it will triple the capacity of its data center in Mäntsälä, Finland. The current expansion phase will enable Nebius to place up to 60,000 GPUs at the Mäntsälä location alone, with annual revenue potential of over USD 1 b |
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| October 2, 2024 |
Nebius Group provides corporate update Exhibit 99.1 Nebius Group provides corporate update Amsterdam, October 2, 2024 — Following a number of enquiries from potential partners and investors, Nebius Group N.V. (NASDAQ: NBIS) has appointed Goldman Sachs as exclusive financial advisor to review certain strategic options that would enable the company to accelerate planned investments inits core AI infrastructure business. Arkady Volozh, fo |
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| October 2, 2024 |
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 October 2, 2024 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 |
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| September 25, 2024 |
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 25, 2024 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 Princip |
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| September 25, 2024 |
Exhibit 99.1 group.nebius.com OE Nebius B.V., Nebius Gustav Mahlerlaan 300, 1082 MA Amsterdam Nebius to invest more than USD 1 billion to build AI infrastructure in Europe · Build-out includes expansion of existing facilities; additional capacity deployment through colocations; and new-build GPU clusters at greenfield sites · Nebius also announces launch of new GPU cluster in Paris · Paris cluster |
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| September 5, 2024 |
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 5, 2024 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 Principa |
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| September 5, 2024 |
EXHIBIT 99.1 Nebius Group N.V. (formerly known as Yandex N.V.) Provides Further Update on Convertible Notes Amsterdam, September 5, 2024 – As announced on August 7, 2024, and in connection with its 0.75% Convertible Notes due 2025 (the “Notes”), Nebius Group N.V. (formerly known as Yandex N.V.) (“Nebius”) intends to deliver relevant Class A shares to former noteholders as required by a purchase ag |
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| August 20, 2024 |
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 August 20, 2024 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 |
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| August 20, 2024 |
Nebius Group N.V. Announces Official Name Change and New Ticker Symbol EXHIBIT 99.1 Nebius Group N.V. Announces Official Name Change and New Ticker Symbol AMSTERDAM, the Netherlands — August 20, 2024 — Nebius Group N.V. (NASDAQ: NBIS; formerly known as Yandex N.V.), the Dutch parent company of the Nebius Group, today announced the completion of its name and stock ticker change from Yandex N.V. (NASDAQ: YNDX). As of August 21, 2024, all stock trading, filings, and mar |
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| August 16, 2024 |
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 August 16, 2024 YANDEX 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 Execut |
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| August 16, 2024 |
Nebius Group N.V. announces results of its Annual General meeting EXHIBIT 99.1 Nebius Group N.V. announces results of its Annual General meeting AMSTERDAM, the Netherlands — August 16, 2024 — Nebius Group N.V. (formerly known as Yandex N.V.) (NASDAQ: YNDX, to be changed to NBIS) (the “Company”), the Dutch parent company of the Nebius Group, today announced that all resolutions proposed at the Annual General Meeting of Shareholders of the Company (the “AGM”), hel |
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| August 7, 2024 |
v.com 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 August 7, 2024 YANDEX 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 E |
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| August 7, 2024 |
Yandex N.V. (to be renamed Nebius Group N.V.) Provides Update on Convertible Notes Exhibit 99.1 Yandex N.V. (to be renamed Nebius Group N.V.) Provides Update on Convertible Notes Amsterdam, August 7, 2024 – Yandex N.V. (to be renamed Nebius Group N.V.) (“YNV”), a Dutch public limited company, today provided the following update in relation to its 0.75% Convertible Notes due 2025 (the “Notes”). YNV has to date purchased an aggregate principal amount of approximately $1.24 billion |
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| August 1, 2024 |
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 August 1, 2024 YANDEX 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 Executi |
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| August 1, 2024 |
Nebius Group(1) Announces Second Quarter 2024 Financial Results Exhibit 99.1 Nebius Group(1) Announces Second Quarter 2024 Financial Results AMSTERDAM, the Netherlands, August 1, 2024 – Yandex N.V. (to be renamed to Nebius Group), a Nasdaq-listed tech company building AI infrastructure businesses, today announced its unaudited financial results for the second quarter ended June 30, 2024. Q2 2024 Financial and Operational Highlights Nebius Group is a technology |
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| July 18, 2024 |
Notice of Annual General Meeting of Yandex N.V. Exhibit 99.1 To: Shareholders of Yandex N.V. (to be renamed Nebius Group N.V.) From: Board of Directors Date: July 18, 2024 Notice of Annual General Meeting of Yandex N.V. We hereby inform you that Yandex N.V. (to be renamed Nebius Group N.V.) (the “Company”) will hold its Annual General Meeting of Shareholders (“AGM”) on August 15, 2024 (the “AGM Date”), beginning at 15.00 Amsterdam time on that |
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| July 18, 2024 |
DEED OF AMENDMENT OF THE ARTICLES OF ASSOCIATION NEBIUS GROUP N.V. 1 Exhibit 99.2 DRAFT In this translation an attempt has been made to be as literal as possible without jeopardizing the overall continuity. Inevitably, differences may occur in translation, and if so the Dutch text will by law govern. DEED OF AMENDMENT OF THE ARTICLES OF ASSOCIATION NEBIUS GROUP N.V. ARTICLES OF ASSOCIATION Definitions. Article 1. 1.In the Articles of Association the following wor |
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| July 18, 2024 |
v.com 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 July 18, 2024 YANDEX 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 Ex |
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| July 16, 2024 |
Nebius Group to build leading European AI infrastructure company Exhibit 99.1 Nebius Group to build leading European AI infrastructure company ● Founded and led by visionary tech entrepreneur Arkady Volozh ● Core business is an AI-centric cloud platform built for intensive AI workloads ● Built around R&D backbone of more than a thousand highly skilled AI engineers ● HQ in Amsterdam, with R&D and commercial hubs in Europe, the US and Israel Amsterdam, the Nether |
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| July 16, 2024 |
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 July 16, 2024 YANDEX 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 Executiv |
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| July 16, 2024 |
Exhibit 99.2 Overview of Nebius Group About Nebius Group Introduction Amsterdam, the Netherlands, July 16, 2024 — Nebius Group is building one of the largest commercially available Artificial Intelligence (AI) infrastructure businesses, based in Europe. The group is led by Arkady Volozh, the entrepreneur and visionary co-founder of Yandex. Our core business is an AI-centric cloud platform built fo |
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| July 15, 2024 |
YNV announces successful completion of the divestment of its Russia-based businesses Exhibit 99.1 YNV announces successful completion of the divestment of its Russia-based businesses Amsterdam, the Netherlands, July 15, 2024 — As previously announced, Yandex N.V., the Dutch parent company of the Yandex group (“YNV”), entered into a definitive agreement on February 4, 2024 with a purchaser consortium (the “Purchaser”) to sell all of the group's businesses in Russia and certain inte |
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| July 15, 2024 |
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 July 15, 2024 YANDEX 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 Executiv |
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| May 23, 2024 |
YANDEX N.V. UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL INFORMATION Exhibit 99.1 YANDEX N.V. UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL INFORMATION On February 4, 2024, Yandex N.V. (also referred as the “Company” or “YNV”), the Dutch parent company of the Yandex group (the “Yandex Group”), entered into a definitive agreement (“Purchase Agreement”) with a purchaser consortium (the “Purchaser”) to sell all of the Yandex Group's businesses in Russia and cer |
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| May 23, 2024 |
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 May 23, 2024 YANDEX 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 |
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| May 17, 2024 |
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 May 17, 2024 YANDEX 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 |
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| May 17, 2024 |
Yandex N.V. announces successful initial closing of the divestment of its Russia-based businesses Exhibit 99.1 Yandex N.V. announces successful initial closing of the divestment of its Russia-based businesses Amsterdam, the Netherlands, May 17, 2024 — As previously announced, Yandex N.V., the Dutch parent company of the Yandex group (“YNV”), entered into a definitive agreement on February 4, 2024 with a purchaser consortium (the “Purchaser”) to sell all of the group's businesses in Russia and |
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| April 26, 2024 |
Joint-Stock Company "Technologies of Trust – Audit" ("Technologies of Trust – Audit" JSC) Ferro-Plaza Business Centre, 14/3 Krzhizhanovsky street, bldg. |
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| April 26, 2024 |
JSC SOLID MANAGEMENT YANDEX N.V. EXHIBIT 4.2 Information in this exhibit identified by [***] is confidential and has been excluded pursuant to Item 601(b)(10)(iv) of Regulation S-K because it is both not material and would likely cause competitive harm to the registrant if publicly disclosed. EXECUTION VERSION 28 MARCH 2024 JSC SOLID MANAGEMENT and YANDEX N.V. DEED OF AMENDMENT in relation to SHARE PURCHASE AGREEMENT DATED 4 FEBR |
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| April 26, 2024 |
Yandex N.V. Announces First Quarter 2024 Financial Results Exhibit 99.1 Yandex N.V. Announces First Quarter 2024 Financial Results AMSTERDAM, the Netherlands, April 26, 2024 - Yandex N.V. (NASDAQ: YNDX), a Dutch public limited company, today announced its unaudited financial results for the first quarter ended March 31, 2024. Q1 2024 Financial and Operational Highlights1,2 On February 5, 2024, we announced our binding agreement with a purchaser consortium |
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| April 26, 2024 |
YANDEX N.V. Insider Trading Policy (As amended through December 22, 2016) EXHIBIT 11 YANDEX N.V. Insider Trading Policy (As amended through December 22, 2016) 1.BACKGROUND AND PURPOSE The US federal securities laws prohibit any member of the Board of Directors (a “Director”) or employee of Yandex N.V. (the “Company” and, together with its subsidiaries, the “Group”) or its subsidiaries from purchasing or selling Company securities on the basis of material nonpublic info |
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| April 26, 2024 |
Exhibit 12.2 Certification by the Principal Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 I, Alexander Balakhnin, certify that: 1. I have reviewed this annual report on Form 20-F of Yandex N.V. (the “Company”); 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statement |
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| April 26, 2024 |
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 April 26, 2024 YANDEX 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 Executi |
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| April 26, 2024 |
Exhibit 12.1 Certification by the Principal Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 I, John Boynton, certify that: 1. I have reviewed this annual report on Form 20-F of Yandex N.V. (the “Company”); 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, |
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| April 26, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 20-F Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 20-F (Mark One) ☐ REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF |
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| April 26, 2024 |
Exhibit 13.1 Certification by the Principal Executive Officer and Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 In connection with the Annual Report on Form 20-F of Yandex N.V. (the “Company”) for the year ended December 31, 2023, as filed with the U.S. Securities and Exchange Commission on the date hereof (the |
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| April 26, 2024 |
YANDEX N.V. INTERNATIONAL JOINT STOCK COMPANY YANDEX EXHIBIT 4.3 Information in this exhibit identified by [***] is confidential and has been excluded pursuant to Item 601(b)(10)(iv) of Regulation S-K because it is both not material and would likely cause competitive harm to the registrant if publicly disclosed. EXECUTION VERSION 4 FEBRUARY 2024 YANDEX N.V. and INTERNATIONAL JOINT STOCK COMPANY YANDEX Deed of Undertaking EU1/ 502264616.10 EXHIBIT 4. |
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| April 26, 2024 |
JSC SOLID MANAGEMENT YANDEX N.V. EXHIBIT 4.1 Information in this exhibit identified by [***] is confidential and has been excluded pursuant to Item 601(b)(10)(iv) of Regulation S-K because it is both not material and would likely cause competitive harm to the registrant if publicly disclosed. EXECUTION VERSION 4 FEBRUARY 2024 JSC SOLID MANAGEMENT and YANDEX N.V. SHARE PURCHASE AGREEMENT 1 EU1/ 502543630.3 EXHIBIT 4.1 Information |
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| March 28, 2024 |
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 March 28, 2024 YANDEX 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 Executi |
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| March 28, 2024 |
Yandex N.V. provides an update on the divestment of its Russia-based businesses Exhibit 99.1 Yandex N.V. provides an update on the divestment of its Russia-based businesses Amsterdam, the Netherlands, March 28, 2024 — As announced on February 5, 2024, Yandex N.V., the Dutch parent company of the Yandex group (“YNV”), has entered into a definitive agreement with a purchaser consortium (the “Purchaser”) to sell all of the group's businesses in Russia and certain international m |
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| March 7, 2024 |
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 March 7, 2024 YANDEX 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 Executiv |
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| March 7, 2024 |
Yandex N.V. announces results of Shareholder Meetings and provides update on proposed divestment Exhibit 99.1 Yandex N.V. announces results of Shareholder Meetings and provides update on proposed divestment AMSTERDAM, the Netherlands — March 7, 2024 — Yandex N.V. (NASDAQ: YNDX) (the “Company” or “YNV”), the Dutch parent company of the Yandex Group, today announced that all resolutions proposed at the Meeting of Holders of Class A Ordinary Shares (the “Class A Meeting”) and the Extraordinary G |
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| March 4, 2024 |
Exhibit 99.1 Yandex N.V. Reminds Shareholders of upcoming EGM and Class A Meeting Amsterdam, the Netherlands, March 4, 2024 — Yandex N.V. would like to remind shareholders that the Company’s EGM and Class A Shareholders meetings are scheduled to take place on 7 March 2024. Yandex N.V. brings to shareholders for their approval the proposal to divest its Russia-based businesses and to retire various |
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| March 4, 2024 |
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 March 4, 2024 YANDEX 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 Executiv |
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| February 15, 2024 |
Yandex Announces Fourth Quarter and Full-Year 2023 Financial Results Exhibit 99.1 Yandex Announces Fourth Quarter and Full-Year 2023 Financial Results AMSTERDAM, the Netherlands, February 15, 2024 - Yandex (NASDAQ and MOEX: YNDX), a Dutch public limited company and one of Europe's largest internet businesses, today announced its unaudited financial results for the fourth quarter ended December 31, 2023. Q4 and FY 2023 Financial and Operational Highlights1,2 In RUB |
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| February 15, 2024 |
Exhibit 99.2 February 15, 2024 Yandex Q4 2023 and Full Year 2023 Earnings: Letter to Shareholders 1. Introduction and Overview ● On February 5, 2024, Yandex N.V. announced that it has entered into a definitive agreement with a purchaser consortium to sell all of the Yandex group’s businesses in Russia and certain international markets. The businesses being sold represented more than 95% of the gro |
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| February 15, 2024 |
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 February 15, 2024 YANDEX 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 Exec |
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| February 9, 2024 |
YNDX / Yandex N.V. / Capital Research Global Investors - SEC SCHEDULE 13G Passive Investment SC 13G/A 1 SEC13GFiling.htm SEC SCHEDULE 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2 )* Yandex NV (Name of Issuer) Common Stock (Title of Class of Securities) N97284108 (CUSIP Number) December 29, 2023 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate |
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| February 9, 2024 |
YNDX / Yandex N.V. / FMR LLC Passive Investment SC 13G/A 1 filing.txt SCHEDULE 13G Amendment No.1 YANDEX NV CLASS A COMMON STOCK Cusip #N97284108 Check the appropriate box to designate the rule pursuant to which this Schedule is filed: [x] Rule 13d-1(b) [ ] Rule 13d-1(c) [ ] Rule 13d-1(d) Cusip #N97284108 Item 1: Reporting Person - FMR LLC Item 2: (a) [ ] (b) [ ] Item 4: Delaware Item 5: 17,699,403 Item 6: 0 Item 7: 17,937,178 Item 8: 0 Item 9: |
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| February 8, 2024 |
Exhibit 99.1 YANDEX N.V. SHAREHOLDER CIRCULAR DIVESTMENT OF THE YANDEX GROUP’S RUSSIA-BASED BUSINESSES To be voted on at: a meeting of the holders of Class A Ordinary Shares to be held on March 7, 2024 at 4:00 p.m. CET and an Extraordinary General Meeting to be held immediately following the meeting of the holders of the Class A Ordinary Shares at: The Company’s offices, at Schiphol Boulevard 165, |
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| February 8, 2024 |
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 February 8, 2024 YANDEX 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 Execu |
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| February 8, 2024 |
DRAFT OF the AMENDed ARTICLES OF ASSOCIATION YANDEX N.V. Exhibit 99.2 SWI/GKI/407738-36/13508080 In this translation an attempt has been made to be as literal as possible without jeopardizing the overall continuity. Inevitably, differences may occur in translation, and if so the Dutch text will by law govern. DRAFT OF the AMENDed ARTICLES OF ASSOCIATION YANDEX N.V. ARTICLES OF ASSOCIATION Definitions. Article 1. 1. In the Articles of Association the fol |
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| February 5, 2024 |
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 February 5, 2024 YANDEX 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 Execu |
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| February 5, 2024 |
Yandex N.V. Announces Binding Agreement to Divest its Russia-based Businesses Exhibit 99.1 Yandex N.V. Announces Binding Agreement to Divest its Russia-based Businesses Amsterdam, the Netherlands, February 5, 2024 - Yandex N.V., the Dutch parent company of the Yandex group (“YNV”), today announces that it has entered into a definitive agreement with a purchaser consortium (the “Purchaser”) to sell all of the Yandex group’s businesses in Russia and certain international mark |
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| February 1, 2024 |
YNDX / Yandex N.V. / Invesco Ltd. - SEC SCHEDULE 13G Passive Investment SC 13G/A 1 SEC13GFiling.htm SEC SCHEDULE 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 4 )* Yandex NV (Name of Issuer) Common Stock (Title of Class of Securities) N97284108 (CUSIP Number) December 29, 2023 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate |
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| November 17, 2023 |
YANDEX N.V. INDEX TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS EXHIBIT 99.1 YANDEX N.V. INDEX TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS Page Unaudited Condensed Consolidated Balance Sheets as of December 31, 2022 and September 30, 2023 F-2 Unaudited Condensed Consolidated Statements of Operations for the Three and Nine Months Ended September 30, 2022 and 2023 F-3 Unaudited Condensed Consolidated Statements of Comprehensive Income/(Loss) for the |
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| November 17, 2023 |
Table of Contents 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 November 17, 2023 YANDEX 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 Registran |
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| October 27, 2023 |
Yandex Announces Third Quarter 2023 Financial Results Exhibit 99.1 Yandex Announces Third Quarter 2023 Financial Results AMSTERDAM, the Netherlands, October 27, 2023 - Yandex (NASDAQ and MOEX: YNDX), a Dutch public limited company and one of Europe's largest internet businesses, today announced its unaudited financial results for the third quarter ended September 30, 2023. Q3 2023 Financial and Operational Highlights1,2 In RUB millions Three months e |
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| October 27, 2023 |
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 October 27, 2023 YANDEX 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 Execu |
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| October 27, 2023 |
Exhibit 99.2 October 27, 2023 Yandex Q3 2023 Earnings: Letter to Shareholders 1. Introduction and Overview ● The external environment in which we operate remains challenging for our businesses, teams and shareholders. Nevertheless, we managed to maintain a solid growth profile (led by our core advertising segment) and to improve operational efficiency across multiple businesses (including Yandex M |
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| August 17, 2023 |
YANDEX N.V. INDEX TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS EXHIBIT 99.1 YANDEX N.V. INDEX TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS Page Unaudited Condensed Consolidated Balance Sheets as of December 31, 2022 and June 30, 2023 F-2 Unaudited Condensed Consolidated Statements of Operations for the Three and Six Months Ended June 30, 2022 and 2023 F-3 Unaudited Condensed Consolidated Statements of Comprehensive Income/(Loss) for the Three and |
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| August 17, 2023 |
Table of Contents 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 August 17, 2023 YANDEX 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’ |
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| July 27, 2023 |
Yandex Announces Second Quarter 2023 Financial Results Exhibit 99.1 Yandex Announces Second Quarter 2023 Financial Results AMSTERDAM, the Netherlands, July 27, 2023 - Yandex (NASDAQ and MOEX: YNDX), a Dutch public limited company and one of Europe's largest internet businesses, today announced its unaudited financial results for the second quarter ended June 30, 2023. Q2 2023 Financial and Operational Highlights1,2 In RUB millions Three months ended J |
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| July 27, 2023 |
Exhibit 99.2 July 27, 2023 Yandex Q2 2023 Earnings: Letter to Shareholders 1. Introduction and Overview ● The ongoing geopolitical tensions and their impact on the Russian and global economies continue to create an exceptionally challenging environment for our business, team and shareholders. We continue to focus on maintaining strict financial discipline and prudent capital allocation, as well as |
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| July 27, 2023 |
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 July 27, 2023 YANDEX 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 Executiv |
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| June 30, 2023 |
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 June 30, 2023 YANDEX 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 Executiv |
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| June 30, 2023 |
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 June 30, 2023 YANDEX 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 Executiv |
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| June 30, 2023 |
Exhibit 99.1 YANDEX ANNOUNCES RESULTS of MEETING OF HOLDERS OF CLASS A ORDINARY SHARES AND 2023 ANNUAL GENERAL MEETING OF SHAREHOLDERS MOSCOW, the Russian Federation, and AMSTERDAM, the Netherlands — June 30, 2023 — Yandex N.V. (NASDAQ: YNDX) (the “Company”), the Dutch parent company of the Yandex Group, today announced that all resolutions proposed at the Meeting of Holders of Class A Ordinary S |
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| June 30, 2023 |
Yandex announces restructuring of its financial team Exhibit 99.1 Yandex announces restructuring of its financial team Amsterdam, June 30, 2023 – As reported earlier the Board of Directors of Yandex N.V. has commenced a restructuring process in November 2022 and further updated the market on the progress in May 2023. In preparation for such potential corporate restructuring, the Company announces leadership changes in its financial department. Svetl |
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| June 9, 2023 |
Notice of Meeting of Holders of Class A Ordinary Shares of Yandex N.V. Exhibit 99.1 Yandex N.V Schiphol Boulevard 165 1118 BG Schiphol The Netherlands To: Holders of Class A Ordinary Shares of Yandex N.V. From: Board of Directors Date: June 9, 2023 Notice of Meeting of Holders of Class A Ordinary Shares of Yandex N.V. We hereby inform you that Yandex N.V. (Yandex, or the “Company”) will hold a Meeting of holders of Class A Ordinary Shares of Yandex N.V. (the “Class A |
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| June 9, 2023 |
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 June 9, 2023 YANDEX N.V. Schiphol Boulevard 165 1118 BG Schiphol Netherlands +31 (0)20 206 6970 (Address, Including ZIP Code, and Telephone Number, Including Area Code, of Registrant's Principal Executive Offices) |
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| June 9, 2023 |
Notice of Annual General Meeting of Shareholders of Yandex N.V. Exhibit 99.2 Yandex N.V. Schiphol Boulevard 165 1118 BG Schiphol Tel.: +31 (0) 20 206 6970 Fax: + 31 (0) 20 446 6372 www.yandex.com To: Shareholders of Yandex N.V. From: Board of Directors Date: June 9, 2023 Notice of Annual General Meeting of Shareholders of Yandex N.V. We hereby inform you that Yandex N.V. (the “Company”) will hold its Annual General Meeting of Shareholders (“AGM”) on June 30, 2 |
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| June 8, 2023 |
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 June 8, 2023 YANDEX 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 |
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| June 8, 2023 |
Yandex announces favorable decision of Nasdaq Listing Hearings Panel Exhibit 99.1 Yandex announces favorable decision of Nasdaq Listing Hearings Panel Amsterdam, June 8, 2023 – As previously disclosed, on March 15, 2023, Yandex N.V. (“Yandex”) received a written notice (the “Notice”) from the Listing Qualifications Staff (the “Staff”) of The Nasdaq Stock Market LLC (“Nasdaq”) indicating that the Staff had determined that the Company’s Class A ordinary shares would |
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| May 25, 2023 |
Yandex NV comments on corporate restructuring Exhibit 99.1 Yandex NV comments on corporate restructuring Amsterdam, May 25, 2023 – As announced in November, the Board of Directors of Yandex’s Dutch parent company has commenced a restructuring process. We are progressing on plans for the divestment of ownership and control of a number of our core businesses, including all Russia-based businesses, and have received proposals from a number of po |
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| May 25, 2023 |
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 May 25, 2023 YANDEX 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 |
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| May 23, 2023 |
Table of Contents 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 May 23, 2023 YANDEX 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 P |
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| May 23, 2023 |
YANDEX N.V. INDEX TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS EXHIBIT 99.1 YANDEX N.V. INDEX TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS Page Unaudited Condensed Consolidated Balance Sheets as of December 31, 2022 and March 31, 2023 F-2 Unaudited Condensed Consolidated Statements of Operations for the Three Months Ended March 31, 2022 and 2023 F-3 Unaudited Condensed Consolidated Statements of Comprehensive Income/(Loss) for the Three Months End |
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| May 16, 2023 |
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 May 16, 2023 YANDEX 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 |
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| April 28, 2023 |
Notice of Extraordinary General Meeting of Shareholders of Yandex N.V. Yandex N.V. Schiphol Boulevard 165 1118 BG Schiphol Tel.: +31 (0) 20 206 6970 Fax: + 31 (0) 20 446 6372 www.yandex.com Exhibit 99.1 To: Shareholders of Yandex N.V. From: Board of Directors Date: April 28, 2023 Notice of Extraordinary General Meeting of Shareholders of Yandex N.V. We hereby inform you that Yandex N.V. (the “Company”) will hold an Extraordinary General Meeting of Shareholders (“EGM” |
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| April 28, 2023 |
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 April 28, 2023 YANDEX 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 Executi |
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| April 27, 2023 |
Exhibit 99.2 April 27, 2023 Yandex Q1 2023 Earnings: Letter to Shareholders 1. Introduction and Overview ● Current geopolitical tensions, their impact on the Russian and global economy, and the related stresses in the broader social and business environment, continue to create exceptional challenges for our business and our team. Thus in 2023, we continue to focus on stricter capital allocation, c |
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| April 27, 2023 |
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 April 27, 2023 YANDEX 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 Executi |
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| April 27, 2023 |
Yandex Announces First Quarter 2023 Financial Results Exhibit 99.1 Yandex Announces First Quarter 2023 Financial Results AMSTERDAM, the Netherlands, April 27, 2023 - Yandex (NASDAQ and MOEX: YNDX), a Dutch public limited company and one of Europe's largest internet businesses, today announced its unaudited financial results for the first quarter ended March 31, 2023. Q1 2023 Financial and Operational Highlights1,2 In RUB millions Three months ended M |
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| April 21, 2023 |
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 April 21, 2023 YANDEX 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 Executi |
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| April 21, 2023 |
Yandex acquires Uber’s remaining stake in mobility joint venture Exhibit 99.1 Yandex acquires Uber’s remaining stake in mobility joint venture On April 21, 2023, Yandex N.V. (“Yandex”) entered into an agreement (the “Agreement”) with Uber NL Holdings 1 B.V. (“Uber”), a subsidiary of Uber Technologies Inc., pursuant to which Yandex agreed to purchase, and Uber agreed to sell, Uber’s entire remaining interest in the parties’ mobility joint venture, MLU B.V. (“MLU |
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| April 20, 2023 |
Exhibit 12.1 Certification by the Principal Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 I, John Boynton, certify that: 1. I have reviewed this annual report on Form 20-F of Yandex N.V. (the “Company”); 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, |
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| April 20, 2023 |
Consent of JSC “Kept”, Independent Registered Public Accounting Firm CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the incorporation by reference in the registration statements (Nos. |
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| April 20, 2023 |
Exhibit 12.2 Certification by the Principal Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 I, Svetlana Demyashkevich, certify that: 1. I have reviewed this annual report on Form 20-F of Yandex N.V. (the “Company”); 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statem |
