Nebius Group NV【NBIS】株式ニュース

Nebius reports first quarter 2026 financial resultsMay 13, 2026 7:03 AM
Business Wire Nebius Group N.V. (NASDAQ: NBIS), the AI cloud company, today announced its unaudited financial results for the first quarter ended March 31, 2026. This press release features multimedia. View the full release here: https://www.businesswire.com/news/home/20260513568820/en/ 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 published founder and CEO Arkady Volozh’s quarterly letter to shareholders, available on its investor relations website at https://nebius.com/investor-hub (PDF). Management will hold an earnings webcast today at 8:00 a.m. Eastern Time (5:00 a.m. Pacific Time / 2:00 p.m. Central European Time). To register, or to listen to the live audio webcast, please visit https://nebius.com/investor-hub. Q1 2026 Financial Highlights Consolidated results (1), (2) In USD $ millions Three months ended March 31 2025 2026 Change Revenues 50.9 399.0 684% Adjusted EBITDA / (loss) (53.7) 129.5 n/m Net income / (loss) from continuing operations (104.3) 621.2 n/m Adjusted net loss (83.6) (100.3) -20% (1) The following measures presented in this release are “non-GAAP financial measures”: Adjusted EBITDA / (loss) and Adjusted net loss. Please see the section “Use of Non-GAAP Financial Measures” below for a discussion of how we define these measures, as well as reconciliations at the end of this release of each of these measures to the most directly comparable U.S. GAAP measures. (2) Results include consolidated financial results of: Nebius, the core AI cloud business; Avride, an autonomous vehicle platform; and TripleTen, an edtech service. In Q2 2025 following the completion of a third-party investment transaction in Toloka, an AI development platform, Nebius ceased to hold majority voting power in Toloka and no longer includes Toloka’s results in Nebius’ consolidated financial statements and reports its stake as equity method investment. Toloka’s results for prior periods have been reclassified to discontinued operations. Operating expenses In USD $ millions Three months ended March 31 2025 2026 Change Cost of revenues 24.7 103.8 320% as a percentage of revenues 49% 26% Product development 36.5 67.4 85% as a percentage of revenues 72% 17% Sales, general and administrative 60.9 143.8 136% as a percentage of revenues 120% 36% Depreciation and amortization 49.1 212.0 332% as a percentage of revenues 96% 53% Total operating costs and expenses 171.2 527.0 208% as a percentage of revenues 336% 132% Total share-based compensation expense 17.5 35.3 102% as a percentage of operating expenses 10% 7% Selected consolidated cash flow data In USD $ millions Three months ended March 31 2025 2026 Change Cash provided by / (used in) operating activities – continuing operations (184.1) 2,258.0 n/m Purchases of property and equipment and intangible assets (543.9) (2,472.9) 355% Outstanding Shares The total number of shares issued and outstanding as of March 31, 2026 was 253,898,194, including 220,406,311 Class A shares and 33,491,883 Class B shares, and excluding 68,142,750 Class A shares held in treasury. Earnings webcast Nebius Group will host a conference call and earnings webcast at 8:00 a.m. Eastern Time (5:00 a.m. Pacific Time / 2:00 p.m. Central European Time) on May 13, 2026 to discuss these financial results. To register to participate in the conference call, or to listen to the live audio webcast, please visit Nebius’s Investor Relations website at group.nebius.com/investor-hub. A replay will be available on the same website following the call. About Nebius Nebius, the AI cloud company, is building the full-stack platform for developers and companies to take charge of their AI future — from data and model training to production deployment. Founded on deep in-house technological expertise and operating at scale with a rapidly expanding global footprint, Nebius serves startups and enterprises building AI products, agents, and services worldwide. Nebius Group also includes Avride (a leading developer of autonomous vehicles and delivery robots) and TripleTen (a leading edtech platform reskilling people for careers in tech), and owns equity stakes in other companies including ClickHouse and Toloka. Nebius is listed on Nasdaq (NASDAQ: NBIS) and headquartered in Amsterdam. For more information, please visit www.nebius.com FORWARD-LOOKING STATEMENTS This document contains forward-looking statements that involve risks and uncertainties. All statements contained or implied other than statements of historical facts, including, without limitation, statements regarding our business plans, market opportunities, capacity buildout plans, capital expenditure requirements, financing requirements and projected financial performance, are forward-looking statements. In some cases, these forward-looking statements can be identified by words or phrases such as “may,” “will,” “expect,” “anticipate,” “aim,” “estimate,” “intend,” “plan,” “believe,” “potential,” “continue,” “is/are likely to” or other similar expressions. In addition, these forward-looking statements reflect our current views with respect to future events and are not a guarantee of future performance. Actual results may differ materially from the results predicted or implied by such statements, and our reported results should not be considered as an indication of future performance. The potential risks and uncertainties that could cause actual results to differ from the results predicted or implied by such statements include our ability to: obtain sufficient financing and manage our liquidity and capital resources to support our operations and growth; successfully identify, develop and bring online additional data center capacity on a timely and cost-effective basis, including securing suitable sites and access to power; implement and maintain effective internal control over financial reporting; manage supply chain risks and secure required equipment, hardware, materials and services on acceptable terms; compete effectively in a dynamic and competitive market while generating sustained customer demand; and manage dependence on key vendors and adapt to technological change. Many of these risks and uncertainties depend on the actions of third parties and are largely outside of our control. Our actual results of operations may also differ materially from those stated in or implied by such forward-looking statements as a result of a variety of factors, including those described under the captions “Risk Factors” and “Operating and Financial Review and Prospects” in our Annual Report on Form 20-F for the year ended December 31, 2025 filed with the U.S. Securities and Exchange Commission (“SEC”) on April 30, 2026, which is available on our investor relations website at https://group.nebius.com and on the SEC website at www.sec.gov. All information in this document is as of the date hereof, and the Company undertakes no duty to update this information unless required by law. In addition, statements that “we believe” and similar statements reflect our beliefs and opinions on the relevant subject. These statements are based upon information available to us as of the date of this document, and while we believe such information forms a reasonable basis for such statements, such information may be limited or incomplete, and our statements should not be read to indicate that we have conducted an exhaustive inquiry into, or review of, all potentially available relevant information. These statements are inherently uncertain, and investors are cautioned not to unduly rely upon these statements. We operate in an evolving environment. New risks emerge from time to time, and it is not possible for our management to predict all risks, nor can we assess the effect of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements. You should not rely upon forward-looking statements as predictions of future events. We undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. Disclaimer Links to third-party websites are provided for informational purposes only; Nebius is not responsible for the content contained on or accessible through the linked sites. USE OF NON-GAAP FINANCIAL MEASURES To supplement the financial information prepared and presented in accordance with U.S. GAAP, we present the following non-GAAP financial measures: Adjusted EBITDA / (loss) and Adjusted net income / (loss). The presentation of these financial measures is not intended to be considered in isolation or as a substitute for, or superior to, the financial information prepared and presented in accordance with U.S. GAAP. For more information on these non-GAAP financial measures, please see the tables captioned “Reconciliations of non-GAAP financial measures to the nearest comparable U.S. GAAP measures”, included following the accompanying financial tables. We define the various non-GAAP financial measures we use as follows: Adjusted EBITDA / (loss) means U.S. GAAP net income / (loss) from continuing operations before (1) depreciation and amortization, (2) SBC expense, (3) one-off restructuring and other expenses, (4) interest income, (5) interest expense, (6) income / (loss) from equity method investments, (7) gain from revaluation of investments in equity securities, (8) other income / (loss), net, (9) income tax expense/(benefit). Adjusted net income / (loss) means U.S. GAAP net income / (loss) from continuing operations before (1) SBC expense, (2) one-off restructuring and other expenses, (3) amortization of debt discount and issuance costs, net of interest expense capitalized, (4) foreign exchange gains / (losses) and (5) gain from revaluation of investments in equity securities. Tax effects related to the listed adjustments are excluded from adjusted net income. These non-GAAP financial measures are used by management for evaluating financial performance as well as decision-making. Management believes that these metrics reflect the organic, core operating performance of the company, and therefore are useful to analysts and investors in providing supplemental information that helps them understand, model and forecast the evolution of our operating business. Although our management uses these non-GAAP financial measures for operational decision-making and considers these financial measures to be useful for analysts and investors, we recognize that there are a number of limitations related to such measures. In particular, it should be noted that several of these measures exclude some recurring costs, particularly share-based compensation. In addition, the components of the costs that we exclude in our calculation of the measures described above may differ from the components that our peer companies exclude when they report their results of operations. Below we describe why we make particular adjustments to certain U.S. GAAP financial measures: Net income / (loss) from discontinued operations We present Adjusted EBITDA / (loss) and Adjusted net income / (loss) excluding any effects of our discontinued operations. Information on our discontinued operations is disclosed in our Annual Report on Form 20-F for the year ended December 31, 2025 filed with the U.S. Securities and Exchange Commission (“SEC”) on April 30, 2026. SBC expense SBC (Stock-Based Compensation) is a significant expense item and an important part of our compensation and incentive programs. As it is highly dependent on our share price at the time of equity award grants, we believe that it is useful for investors and analysts to see certain financial measures excluding the impact of these charges in order to obtain a clearer picture of our operating performance. Foreign exchange gains / (losses) The functional currency of Nebius Group N.V. is the United States Dollar, which is also the Group’s reporting currency. Foreign exchange gain / (loss) dynamics reflect changes in the U.S. dollar value of monetary assets and liabilities that are denominated in other currencies, as well as changes in the functional currencies of foreign subsidiaries' monetary assets and liabilities that are denominated in currencies different from their respective local currencies. Because foreign exchange fluctuations are outside of our operational control, we believe that it is useful to present Adjusted EBITDA / (loss), adjusted net income / (loss) and related margin measures excluding these effects, in order to provide greater clarity regarding our operating performance. One-off restructuring and other expenses We believe that it is useful to present Adjusted net income / (loss), Adjusted EBITDA / (loss) and related margin measures excluding impacts not related to our operating activities. Adjusted net income / (loss) and Adjusted EBITDA / (loss) exclude certain expenses related to the restructuring, M&A activities and other similar one-off expenses. Amortization of debt discount and issuance costs, net of interest expense capitalized We also adjust net income / (loss) for interest expense representing amortization of the debt discount and issuance costs related to our convertible senior notes, net of interest expense capitalized into cost of our property and equipment. Debt discount represents the accretion of the nominal amount of notes payable at maturity, unless the relevant notes have been earlier repurchased, redeemed or converted in accordance with their terms. We adjust net income / (loss) for the interest expense recognized from amortization of the debt discount and issuance costs due to the significantly different timing of payment in relation to the operating results. The tables at the end of this release provide detailed reconciliations of each non-GAAP financial measure we use from the most directly comparable U.S. GAAP financial measure. Nebius Group N.V. Unaudited Condensed Consolidated Balance Sheets (in millions of U.S. dollars) As of December 31, March 31, 2025* 2026 ASSETS Cash and cash equivalents 3,678.1 9,298.2 Accounts receivable 720.3 1,479.2 Prepaid expenses 34.8 53.5 VAT reclaimable 131.4 46.9 Other current assets 146.8 360.5 Total current assets 4,711.4 11,238.3 Property and equipment 5,553.3 7,131.7 Intangible assets 19.7 48.3 Goodwill — 163.3 Operating lease right-of-use assets 918.8 1,266.0 Equity method investments 11.1 6.4 Investments in non-marketable equity securities 836.6 1,614.1 Deferred tax assets 11.8 18.6 Other non-current assets 367.9 816.6 Total non-current assets 7,719.2 11,065.0 TOTAL ASSETS 12,430.6 22,303.3 LIABILITIES AND SHAREHOLDERS’ EQUITY Accounts payable, accrued and other liabilities 1,210.1 621.7 Debt, current 24.5 18.4 Income and non-income taxes payable 17.7 23.3 Deferred revenue, current 275.5 685.6 Total current liabilities 1,527.8 1,349.0 Operating lease liabilities 760.5 1,045.8 Debt, non-current 4,103.2 8,432.0 Deferred revenue, non-current 1,302.0 4,092.5 Other accrued liabilities 143.1 142.1 Total non-current liabilities 6,308.8 13,712.4 Total liabilities 7,836.6 15,061.4 Shareholders’ equity: Ordinary shares 8.4 8.4 Treasury shares at cost (1,075.7 ) (1,061.9 ) Additional paid-in capital 2,360.9 4,386.2 Accumulated other comprehensive loss (0.1 ) (13.5 ) Retained earnings 3,300.5 3,921.7 Total equity attributable to Nebius Group N.V. 4,594.0 7,240.9 Noncontrolling interests — 1.0 Total shareholders’ equity 4,594.0 7,241.9 TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY 12,430.6 22,303.3 * Derived from audited consolidated financial statements Nebius Group N.V. Unaudited Condensed Consolidated Statements of Operations (in millions of U.S. dollars, except share and per share data) Three months ended March 31, 2025* 2026 Revenues 50.9 399.0 Operating costs and expenses: Cost of revenues(1) 24.7 103.8 Product development(1) 36.5 67.4 Sales, general and administrative(1) 60.9 143.8 Depreciation and amortization 49.1 212.0 Total operating costs and expenses 171.2 527.0 Loss from operations (120.3 ) (128.0 ) Interest income 8.5 14.2 Interest expense — (63.7 ) Gain from revaluation of investments in equity securities — 780.6 Income / (loss) from equity method investments 0.1 (7.6 ) Other income, net 8.3 19.9 Net income / (loss) before income taxes (103.4 ) 615.4 Income tax expense / (benefit) 0.9 (5.8 ) Net income / (loss) from continuing operations (104.3 ) 621.2 Net loss from discontinued operations (9.2 ) — Net income / (loss) (113.5 ) 621.2 Net income / (loss) from continuing operations per Class A and Class B share: Basic (0.44 ) 2.40 Diluted (0.44 ) 2.11 Net loss from discontinued operations per Class A and Class B share: Basic (0.04 ) — Diluted (0.04 ) — Net income / (loss) per Class A and Class B share: Basic (0.48 ) 2.40 Diluted (0.48 ) 2.11 Weighted average number of Class A and Class B shares used in per share computation: Basic 237,916,047 258,298,911 Diluted 237,916,047 308,971,701 (1) These balances exclude depreciation and amortization expenses, which are presented separately, and include share-based compensation, in the amount of: Cost of revenues 0.2 0.6 Product development 6.3 11.7 Sales, general and administrative 11.0 23.0 *Adjusted for the presentation of discontinued operations for Toloka Nebius Group N.V. Unaudited Condensed Consolidated Statements of Cash Flows (in millions of U.S. dollars) Three months ended March 31, 2025* 2026 CASH FLOWS PROVIDED BY / (USED IN) OPERATING ACTIVITIES: Net income / (loss) from continuing operations (104.3 ) 621.2 Adjustments to reconcile net income / (loss) to net cash provided by operating activities: Depreciation of property and equipment 48.6 208.8 Amortization of intangible assets 0.5 3.2 Operating lease right-of-use assets amortization 7.0 29.8 Amortization of debt discount and issuance costs, net of interest expense capitalized — 15.7 Share-based compensation expense 17.5 35.3 Deferred income tax benefit (0.8 ) (7.8 ) Foreign exchange (gains) / losses 3.4 (1.7 ) Gain from revaluation of investments in equity securities — (780.6 ) (Income) / loss from equity method investments (0.1 ) 7.6 Provision for expected credit losses 0.2 0.8 Other 1.5 4.0 Changes in operating assets and liabilities: Accounts receivable (9.5 ) (758.9 ) Prepaid expenses 1.3 (19.0 ) Accounts payable, accrued and other liabilities and non-income taxes payable (57.0 ) (64.9 ) Deferred revenue 2.4 3,198.0 Other assets (19.1 ) (318.9 ) VAT reclaimable (75.7 ) 85.4 Net cash provided by / (used in) operating activities – continuing operations (184.1 ) 2,258.0 Net cash used in operating activities – discontinued operations (13.4 ) — Net cash provided by / (used in) operating activities (197.5 ) 2,258.0 CASH FLOWS USED IN INVESTING ACTIVITIES: Purchases of property and equipment and intangible assets (543.9 ) (2,472.9 ) Acquisitions of businesses, net of cash acquired — (170.2 ) Net cash used in investing activities – continuing operations (543.9 ) (2,643.1 ) Net cash used in investing activities – discontinued operations (0.1 ) — Net cash used in investing activities (544.0 ) (2,643.1 ) CASH FLOWS PROVIDED BY / (USED IN) FINANCING ACTIVITIES: Proceeds from issuance of convertible notes — 4,337.5 Convertible notes issuance costs — (43.8 ) Proceeds from issuance of prefunded warrants — 2,000.0 Withholding tax paid (181.5 ) — Proceeds from exercise of share options — 1.8 Net cash provided by / (used in) financing activities – continuing operations (181.5 ) 6,295.5 Net cash provided by / (used in) financing activities – discontinued operations — — Net cash provided by / (used in) financing activities (181.5 ) 6,295.5 Effect of exchange rate changes on cash and cash equivalents, and restricted cash and cash equivalents 0.3 (5.1 ) Net change in cash and cash equivalents, and restricted cash and cash equivalents (922.7 ) 5,905.3 Cash and cash equivalents, and restricted cash and cash equivalents, beginning of period 2,450.3 3,721.6 Cash and cash equivalents, and restricted cash and cash equivalents, end of period 1,527.6 9,626.9 Less cash and cash equivalents, and restricted cash and cash equivalents of discontinued operations, end of period (7.3 ) — Cash and cash equivalents, and restricted cash and cash equivalents of continuing operations, end of period 1,520.3 9,626.9 RECONCILIATION OF CASH AND CASH EQUIVALENTS, AND RESTRICTED CASH AND CASH EQUIVALENTS: Cash and cash equivalents, beginning of period 2,449.6 3,678.1 Restricted cash and cash equivalents, beginning of period 0.7 43.5 Cash and cash equivalents, and restricted cash and cash equivalents, beginning of period 2,450.3 3,721.6 Cash and cash equivalents, end of period 1,447.0 9,298.2 Restricted cash and cash equivalents, end of period 80.6 328.7 Cash and cash equivalents, and restricted cash and cash equivalents, end of period 1,527.6 9,626.9 Cash and cash equivalents, end of period – continuing operations 1,439.7 9,298.2 Restricted cash and cash equivalents, end of period – continuing operations 80.6 328.7 Cash and cash equivalents, and restricted cash and cash equivalents, end of period – continuing operations 1,520.3 9,626.9 *Adjusted for the presentation of discontinued operations for Toloka Nebius Group N.V. RECONCILIATIONS OF NON-GAAP FINANCIAL MEASURES TO THE NEAREST COMPARABLE U.S. GAAP MEASURES Reconciliation of Adjusted EBITDA / (loss) to U.S. GAAP Net Income / (loss) In USD millions Three months ended March 31, 2025 2026 Change Net income / (loss) (113.5) 621.2 n/m Add: net loss from discontinued operations 9.2 — -100% Net income / (loss) from continuing operations (104.3) 621.2 n/m Depreciation and amortization 49.1 212.0 332% SBC expense 17.5 35.3 102% One-off restructuring and other expenses — 10.2 n/m Interest income (8.5) (14.2) 67% Interest expense — 63.7 n/m Loss / (income) from equity method investments (0.1) 7.6 n/m Gain from revaluation of investments in equity securities — (780.6) n/m Other income, net (8.3) (19.9) 140% Income tax expense / (benefit) 0.9 (5.8) n/m Adjusted EBITDA / (loss) (53.7) 129.5 n/m Reconciliation of Adjusted Net Income / (loss) to U.S. GAAP Net Income / (loss) In USD millions Three months ended March 31, 2025 2026 Change Net income / (loss) (113.5) 621.2 n/m Add: net loss from discontinued operations 9.2 — -100% Net income / (loss) from continuing operations (104.3) 621.2 n/m SBC expense 17.5 35.3 102% Foreign exchange (gains) / losses 3.4 (1.7) n/m One-off restructuring and other expenses — 10.2 n/m Amortization of debt discount and issuance costs, net of interest expense capitalized — 15.7 n/m Gain from revaluation of investments in equity securities — (780.6) n/m Tax effect of adjustments (0.2) (0.4) -100% Adjusted net loss (83.6) (100.3) -20% View source version on businesswire.com: https://www.businesswire.com/news/home/20260513568820/en/ Investor Relations
askIR@nebius.com Media Relations
media@nebius.com Original: Nebius reports first quarter 2026 financial results

Nebius Group Announces Pricing of Upsized Private Offering of $4.0 Billion of Convertible Senior NotesMarch 18, 2026 8:06 AM
Business Wire
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 aggregate original principal amount of 1.250% convertible notes due 2031 (the “2031 Notes”) and $1.75 billion aggregate original principal amount of 2.625% convertible notes due 2033 (the “2033 Notes”, and together with the 2031 Notes, the “Notes”), in a private offering to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”). The offering was upsized from the previously announced offering size of $3.75 billion aggregate original principal amount of the Notes. The issuance and sale of the Notes are expected to settle on March 20, 2026, subject to customary closing conditions. Nebius Group has also granted the initial purchaser an overallotment option to purchase, for settlement within a period of 13 days from, and including, the date the Notes are first issued, up to an additional $337.5 million aggregate original principal amount of 2031 Notes and up to an additional $262.5 million aggregate original principal amount of 2033 Notes.

The Company estimates that the net proceeds from the offering of the Notes will be approximately $3.96 billion (or approximately $4.55 billion if the initial purchaser fully exercises its option to purchase additional notes), after deducting the initial purchaser’s discounts and commissions and estimated offering expenses.

The Company intends to use the net proceeds from the offering of the Notes to finance expenditures related to the construction and build-out of its data centers, investments to develop its full-stack AI cloud, the expansion of its data center footprint and the procurement of key components (including GPUs), and for general corporate purposes.

The Notes will be issued pursuant to respective indentures (the “Indentures”) between the Company and U.S. Bank Trust Company, National Association, as trustee (the “Trustee”). The Notes will be senior, unsecured obligations of the Company and will bear interest on the original principal amount thereof at an annual rate of 1.250%, in the case of the 2031 Notes, and 2.625%, in the case of the 2033 Notes, payable semi-annually in arrears on March 15 and September 15 of each year, beginning on September 15, 2026.

The initial conversion rate for the 2031 Notes is 5.4579 of the Company's Class A ordinary shares, par value €0.01 (“Class A shares”) per $1,000 original principal amount of Notes, which represents an initial conversion price of approximately $183.22 per Class A share. The initial conversion price of the 2031 Notes represents a premium of approximately 57.5% over the last reported sale price of $116.33 per share of the Company’s Class A Shares on Nasdaq on March 17, 2026. The initial conversion rate for the 2033 Notes is 5.5460 Class A shares per $1,000 original principal amount of Notes, which represents an initial conversion price of approximately $180.31 per Class A share. The initial conversion price of the 2033 Notes represents a premium of approximately 55.0% over the last reported sale price of $116.33 per share of the Company’s Class A Shares on Nasdaq on March 17, 2026. The conversion rate and conversion price of each series of Notes will be subject to adjustment upon the occurrence of certain events. For conversions made in connection with a “make-whole fundamental change”, as defined in the respective Indenture, the conversion rate will be increased based on a customary make-whole table. For the avoidance of doubt, for the purposes of the exercise of any conversion rights in respect of the Notes, the conversion rate and conversion price will be based on the original principal amount of Notes, and not the Accreted Principal Amount (as defined below).

The 2031 Notes and the 2033 Notes will mature, and the original principal amount of such Notes plus an amount accreted thereon (together, the “Accreted Principal Amount” in respect of the relevant series of Notes) will be payable, on March 15, 2031 and March 15, 2033, respectively, unless the relevant Notes have been earlier repurchased, redeemed or converted in accordance with their terms. The Accreted Principal Amount for the relevant series of Notes will be calculated in accordance with an accretion schedule to be included in the respective Indenture such that, in each case, it reaches 120% of the original principal amount of the respective series of Notes on the respective maturity date. For the avoidance of doubt, for the purposes of the exercise of any conversion rights in respect of the Notes, the conversion rate and conversion price will be based on the original principal amount of the Notes and not the Accreted Principal Amount.

Taking into account the Accreted Principal Amount payable at the respective maturity date, the effective conversion price of the 2031 Notes is equal to approximately $219.86 per Class A share at maturity, implying an effective conversion premium of approximately 89.0%, and the effective conversion price of the 2033 Notes is equal to approximately $216.37 per Class A share at maturity, implying an effective conversion premium of approximately 86.0%.

Prior to the close of business on the business day immediately before the date that is two months prior to the respective maturity date of each series of Notes, the Notes of such series will be convertible only upon satisfaction of certain conditions and during certain periods, including if the last reported sale price of the Class A shares over a specified period of time is equal to or greater than 130% of the product of the conversion price for the relevant series of the notes and the then-applicable ratio of the Accreted Principal Amount at the time to the original principal amount of the Notes (the “Accretion Ratio”). From the date that is two months prior to the respective maturity date of each series of Notes, the Notes of such series will be convertible at any time at the election of the holders of such Notes until the close of business on the second scheduled trading day immediately preceding the respective maturity date. The Company will settle conversions of the Notes by paying or delivering, as applicable, cash, Class A shares or a combination of cash and Class A shares, at the Company’s election (subject to certain conditions related to Dutch tax laws).

We may not redeem the Notes prior to March 20, 2029, in the case of the 2031 Notes, and March 20, 2030, in the case of the 2033 Notes, except in the event of certain tax law changes. The respective series of the Notes will be redeemable, in whole or in part (subject to certain limitations), for cash on or after March 20, 2029, in the case of the 2031 Notes, and March 20, 2030, in the case of the 2033 Notes, and on or before the 30th scheduled trading day immediately before the relevant maturity date, but only if the last reported sale price per Class A share is equal to or exceeds 130% of the product of the conversion price for the relevant series of Notes and the then-applicable Accretion Ratio for such series of Notes for a specified period of time. The redemption price for the relevant series of Notes will be equal to the Accreted Principal Amount as of the redemption date of the Notes being redeemed, plus accrued and unpaid interest, if any, on the original principal amount thereof to, but excluding, the redemption date. Following delivery of a redemption notice by the Company in respect of a series of the Notes, holders of the Notes of such series will have the right, at their option, to convert their Notes prior to the close of business on the second business day immediately preceding the redemption date, at the conversion rate applicable at the time. No make-whole adjustments to the conversion rate will be made in connection with any optional redemption or tax redemption.

If certain corporate events that constitute a “fundamental change” occur, then, subject to a limited exception, noteholders may require the Company to repurchase their Notes for cash. The repurchase price will be equal to the Accreted Principal Amount of the relevant series of Notes to be repurchased as of the fundamental change repurchase date, plus accrued and unpaid interest, if any, on the original principal amount thereof to, but excluding, such repurchase date.

The offer and sale of the Notes and any Class A shares deliverable upon conversion of the Notes have not been, and will not be, registered under the Securities Act or any other securities laws, and the Notes and any such Class A shares cannot be offered or sold except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and any other applicable securities laws.

This press release does not and shall not constitute an offer to sell, or the solicitation of an offer to buy, any securities, nor shall there be any offer, solicitation or sale of such securities in any state or other jurisdiction in which such offer, sale or solicitation would be unlawful.

About Nebius Group

Nebius, the AI cloud company, is building the full-stack platform for developers and companies to take charge of their AI future — from data and model training to production deployment. Founded on deep in-house technological expertise and operating at scale with a rapidly expanding global footprint, Nebius serves startups and enterprises building AI products, agents, and services worldwide.

Nebius Group also includes Avride (a leading developer of autonomous vehicles and delivery robots) and TripleTen (a leading edtech platform reskilling people for careers in tech) and owns equity stakes in other companies including ClickHouse and Toloka.

Nebius is listed on Nasdaq (NASDAQ: NBIS) and headquartered in Amsterdam.

For more information please visit www.nebius.com

Disclaimer

Forward-looking statements

This press release 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 press release other than statements of historical fact, including, without limitation, statements regarding our ability to successfully complete the offering described herein, our future financial and business performance, strategy, expected growth, planned investments and capital expenditures, capacity expansion plans, anticipated future financing transactions and expected financial results, are forward-looking statements. The words “anticipate, ” “believe, ” “continue, ” “estimate, ” “expect, ” “guide, ” “intend, ” “likely, ” “may, ” “will” and similar expressions and their negatives are intended to identify forward-looking statements.

These forward-looking statements are subject to risks, uncertainties and assumptions, some of which are beyond our control. Actual results may differ materially from the results predicted or implied by such statements, and our reported results should not be considered as an indication of future performance. The potential risks and uncertainties that could cause actual results to differ from the results predicted or implied by such statements include, among others: market, macroeconomic and geopolitical conditions; our ability to build, operate and manage our businesses to the desired scale; competitive pressures; technological developments; our ability to secure and retain clients; our ability to secure additional capital to enable the growth of the business; unpredictable sales cycles; and potential pricing pressures; as well as those risks and uncertainties related to our continuing businesses included under the captions “Risk Factors” and “Operating and Financial Review and Prospects” in our Annual Report on Form 20-F for the year ended December 31, 2024, filed with the Securities and Exchange Commission (“SEC”) on April 30, 2025.

All information in this press release is as of March 17, 2026 (unless stated otherwise). Except as required by law, we undertake no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise, after the date on which the statements are made or to reflect the occurrence of unanticipated events.

In addition, statements that “we believe” and similar statements reflect our beliefs and opinions on the relevant subject. These statements are based upon information available to us as of the date of this press release and, while we believe such information forms a reasonable basis for such statements, such information may be limited or incomplete, and our statements should not be read to indicate that we have conducted an exhaustive inquiry into, or review of, all potentially available relevant information. These statements are inherently uncertain, and investors are cautioned not to unduly rely upon these statements.

View source version on businesswire.com: https://www.businesswire.com/news/home/20260318639263/en/
Media relations: media@nebius.com

Investor relations: askIR@nebius.com

Original: Nebius Group Announces Pricing of Upsized Private Offering of $4.0 Billion of Convertible Senior Notes