6-K

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 Executive Offices)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

Form 20-F x     Form 40-F ¨

INFORMATION CONTAINED IN THIS REPORT ON FORM 6-K

Filed as Exhibit 99.1 to this Report on Form 6-K is a press release of Nebius Group N.V. (the “Company”) dated May 13, 2026, announcing the Company’s unaudited consolidated financial results for the first quarter ended March 31, 2026.

Furnished as Exhibit 99.2 to this Report on Form 6-K is a Letter to Shareholders of the Company dated May 13, 2026.

INCORPORATION BY REFERENCE

Exhibit 99.1 to this Report on Form 6-K is hereby incorporated by reference into the Company’s Registration Statements on Form F-3ASR (File No. 333-286932) and Form S-8 (File No. 333-286934), including any prospectuses forming a part of such Registration Statements, to the extent not superseded by documents or reports subsequently filed or furnished.

INDEX TO EXHIBITS

Exhibit No.	Description
99.1	Press release of Nebius Group N.V. dated May 13, 2026, announcing the Company’s unaudited consolidated financial results for the first quarter ended March 31, 2026.
99.2	Letter to Shareholders of the Company dated May 13, 2026.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	NEBIUS GROUP N.V.
Date: May 13, 2026	By:	/s/ BOAZ TAL
		Boaz Tal
		General Counsel

Exhibit 99.1

Nebius reportsfirst 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 published founder and CEO Arkady Volozh’s quarterly letter to shareholders, available on its investor relations website at https://nebius.com/investor-hub.

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)^

	Three months ended March 31
In USD $ millions	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<br>in this release are “non-GAAP financial measures”: Adjusted EBITDA / (loss) and Adjusted net loss. Please see the section<br> “Use of Non-GAAP Financial Measures” below for a discussion of how we define these measures, as well as reconciliations at<br>the end of this release of each of these measures to the most directly comparable U.S. GAAP measures.
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(2)	Results include consolidated financial<br>results of: Nebius, the core AI cloud business; Avride, an autonomous vehicle platform; and TripleTen, an edtech service. In Q2 2025<br>following the completion of a third-party investment transaction in Toloka, an AI development platform, Nebius ceased to hold majority<br>voting power in Toloka and no longer includes Toloka’s results in Nebius’ consolidated financial statements and reports its<br>stake as equity method investment. Toloka’s results for prior periods have been reclassified to discontinued operations.
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Operating expenses
---	---	---	---	---	---	---	---	---	---
	Three months ended March 31
In USD $ millions	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

	Three months ended March 31
In USD $ millions	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	%

OutstandingShares

The total number of shares issuedand 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.

Contacts

Investor Relations <br><br><br><br>[email protected]	Media Relations<br><br><br><br> [email protected]

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

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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.

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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<br> (1) depreciation and amortization, (2) SBC expense, (3) one-off restructuring<br> and other expenses, (4) interest income, (5) interest expense, (6) income<br> / (loss) from equity method investments, (7) gain from revaluation of investments in<br> 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<br> (1) SBC expense, (2) one-off restructuring and other expenses, (3) amortization<br> of debt discount and issuance costs, net of interest expense capitalized, (4) foreign<br> exchange gains / (losses) and (5) gain from revaluation of investments in equity securities.<br> Tax effects related to the listed adjustments are excluded from adjusted net income.
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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 discontinuedoperations

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.

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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 andissuance 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.

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Nebius GroupN.V.

Unaudited CondensedConsolidated Balance Sheets

(in millionsof 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 consolidatedfinancial statements

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Nebius GroupN.V.

Unaudited CondensedConsolidated Statements of Operations

(in millionsof 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<br> amortization expenses, which are presented separately, and include share-based compensation,<br> in the amount of:
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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 ofdiscontinued operations for Toloka

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Nebius GroupN.V.

Unaudited CondensedConsolidated Statements of Cash Flows

(in millionsof 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 <br>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 ofdiscontinued operations for Toloka

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Nebius GroupN.V.

RECONCILIATIONSOF NON-GAAP FINANCIAL MEASURES

TO THE NEARESTCOMPARABLE U.S. GAAP MEASURES

Reconciliationof Adjusted EBITDA / (loss) to U.S. GAAP Net Income / (loss)

	Three months ended March 31,
In USD millions	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

Reconciliationof Adjusted Net Income / (loss) to U.S. GAAP Net Income / (loss)

	Three months ended March 31,
In USD millions	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	%

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Exhibit 99.2

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Nebius Group<br>Letter to shareholders<br>Q1 2026<br>May 13, 2026
2<br>Q1 2026: Execution<br>Product — Strategic acquisitions deepen competitive differentiation<br>Eigen AI: Inference at scale<br>Fast AI inference — ranked #1 by NVIDIA at GTC 2026<br>High throughput per GPU lowers cost per token<br>Improves margins on GPU fleets and scales efficiently<br>Nebius AI Cloud “Aether 3.5”<br>Serverless AI delivers instant on-demand<br>inference without capacity planning<br>Data transfer removes friction from<br>enterprise migration<br>Strengthens security, governance,<br>and operational controls<br>Unlocks physical AI workloads<br>System-level GPU optimization cuts costs for<br>complex open-source models<br>Reduces compute capacity needed to run large<br>models in production<br>Clarifai: Inference optimization<br>Announced May 2026<br>Other businesses and investments<br>Strategic equity investments<br>More than 2x size of autonomous<br>fleet YTD<br>Strategic investment from Uber<br>Revenue growth of 10% YoY in Q1<br>driven by strong customer acquisition<br>and expanding tech program offerings<br>Other businesses<br>Reported valuation of $15B<br>in January 2026 funding round<br>Data solutions business backed<br>by Bezos Expeditions<br>Favorable terms enable buildout<br>of the Nebius cloud ecosystem<br>Largest deal in our history<br>$2B investment<br>Expanded partnership with deeper technical<br>collaboration, powering inference and agentic AI<br>Raising capacity guidance for YE’26 Foundational partnerships<br>2026 contracted power<br>guidance<br> >1GW<br> >2.5GW<br> >3GW<br>Aug’25 Nov’25 Feb’26 Current<br> >4GW<br>Record pipeline generation in Q1<br>Growing demand<br>drove record pipeline<br>generation, up ~3.5x<br>QoQ in Q1<br>$27B<br>Q1 financial highlights<br>Significant Q1 fundraising<br>In convertible notes and an equity<br>investment from NVIDIA<br>$6.3B capital secured<br>Strong cash position ending Q1<br>Including $2.3 billion in positive operating<br>cash flow in Q1<br>$9.3B cash<br>Q1 Nebius AI cloud revenue<br>Up 841% YoY and<br>82% QoQ to $390M<br>On track to achieve<br>~40% Adj. EBITDA<br>margin in 2026<br>2026 Guidance update<br>On track to achieve<br>$3.0B–$3.4B revenue<br>in 2026 and<br>$7B–$9B ARR<br>Q1’2026<br>Guidance<br>Q4’2025 FY’26<br>$1.9B $1.25B<br>$7B–$9B<br>YoY and QoQ growth rates accelerated from Q4<br>Strengthens Token Factory platform and brings industry leading talent to Nebius<br>Note: Annualized run-rate revenue (ARR) is calculated by taking Nebius AI cloud revenue from the last month of the quarter multiplied by 12<br>Scaling capacity — Global AI cloud<br>Existing sites<br>Sites >100MW<br>Sites 1GW<br>New sites added in 2026<br>Finland<br>Israel<br>Iceland<br>UK<br>France<br>New Jersey<br>Missouri<br>Oklahoma Alabama<br>Minnesota<br>Kansas City Pennsylvania<br>Spain<br>of contracted power<br>New owned sites:<br>1.2GW AI factory in PA<br>300MW+ site in Finland<br>Number of sites<br>with >100MW<br>7<br>1<br>YE’25 Current<br>Announced May 2026
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3<br>We continue to see unprecedented demand across the market.<br>Compute and cloud needs are vastly exceeding capacity as more<br>industries embrace AI and companies move beyond experimen-tation to real-world applications. We are seeing this demand first<br>hand, and are capturing it with our full-stack AI-native cloud.<br>We are a technology company at our core. We have world-class engineers and deep proprietary expertise across every<br>layer of the stack. From infrastructure and multi-tenant cloud<br>through inference solutions and agentic platforms. We are not<br>simply responding to where the industry stands today; we have<br>the knowledge and experience to build the infrastructure, tools,<br>and capabilities for where it will be tomorrow.<br>The results of the first quarter are on the right path.<br> • Consistent execution drives strong financial results<br>ARR1<br> grew 674% year-over-year, while revenue accelerated<br>both quarter-on-quarter and year-on-year. Our deepening<br>customer relationships are strengthening our unique position<br>to serve industry-wide demand for both compute and cloud<br>services.<br>We also demonstrated the operating leverage inherent in our<br>business. Nebius, our AI cloud business, nearly doubled its<br>adjusted EBITDA margin quarter-on-quarter to 45%, a testa-ment to our trajectory toward 20-30% EBIT margins.<br> • Strategic acquisitions deepen competitive differentiation<br>We announced three acquisitions that advance our capa-bilities beyond the infrastructure layer of the stack and into<br>inference and agentic workloads:<br>In February, we announced the acquisition of Tavily to expand<br>our platform with market-leading agentic search capabilities;<br>Earlier this month, we announced an agreement to acquire<br>Eigen AI to strengthen Nebius Token Factory as a frontier<br>managed inference platform;<br>Yesterday, we also announced the acquisition of Clarifai<br>brings in significant new engineering and research talent,<br>as well as what we believe is the company’s leading inference<br>and compute orchestration technology.<br>These acquisitions substantially strengthen our ability<br>to serve new segments in the market as well as an expanded<br>set of customers across the AI workload lifecycle.<br>They also show Nebius is a top destination for indus-try-leading talent, and establish the company’s engineering<br>presence in the Bay Area.<br>The release of Nebius AI Cloud Aether 3.5 in March made our<br>hyperscale-grade platform more frictionless, removing bar-riers between ideas and real-world AI solutions by providing<br>compute that is powerful, efficient, and built to scale.<br>Dear<br>shareholders,<br>Arkady Volozh,<br>Founder and CEO<br> “We are not simply<br>responding to where<br>the industry stands today;<br>we have the knowledge<br>and experience to build<br>the infrastructure, tools,<br>and capabilities for where<br>it will be tomorrow.”<br> • Go-to-market remains agile as the market evolves<br>Pipeline generated in the quarter reached a new record,<br>increasing ~3.5x quarter-on-quarter.<br>We remain agile on capacity allocation and contract terms.<br>We proactively manage our ability to support on-demand<br>capacity while also offering reserve contracts to give cus-tomers flexibility based on their needs.<br>We are investing across the company to ensure we have<br>the right team in place to capitalize on the full opportunity<br>ahead. One such area is customer success, which will fuel our<br>land-and-expand model to support our healthy expansion rate<br>across use cases and workloads.<br> • Owned capacity continues to expand rapidly<br>Contracted capacity already exceeds 3.5 GW, far surpassing<br>the goal of 3 GW we set for the end of the year.<br>Our execution gives us the confidence to raise our contract-ed power guidance to more than 4 GW by year-end.<br>We have now secured two gigawatt-scale sites in the US.<br>We broke ground at our Missouri location yesterday; today,<br>we are announcing a new site in Pennsylvania where we have<br>secured power for a deployment of up to 1.2 GW.<br>Owned capacity now accounts for more than 75% of our con-tracted power.<br>(1) Annualized run-rate (ARR) is calculated by taking Nebius AI cloud revenue from the last month of the quarter multiplied by 12
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4<br>We remain laser-focused on bringing this contracted capac-ity online. We expect capacity added in Q3 to significantly<br>expand our footprint.<br> • Key partnerships continue to support growth<br>We landed a second large agreement with Meta for<br>up to $27 billion, giving us substantial new capital to accel-erate the growth of our AI cloud business and pursue potential<br>additional financing at attractive rates.<br>We achieved NVIDIA Exemplar Cloud status on GB300<br>NVL72 for training. Nebius is among the first cloud providers<br>globally to achieve this designation, and one of a small group<br>to hold it across multiple GPU generations.<br>We deepened our partnership with NVIDIA, expanding our<br>software and hardware integration including AI factory<br>design and support, and collaboration on building out a best-in-class inference and agentic stack around Nebius Token<br>Factory.<br>NVIDIA also made a $2 billion investment in Nebius, reflect-ing their continued confidence in our business and unique<br>depth of engineering expertise across the full AI tech stack.<br> • Successful fundraising supports disciplined capacity<br>expansion<br>In Q1, we raised $6.3 billion, including the $2 billion equi-ty investment from NVIDIA, and $4.3 billion from convertible<br>securities at favourable rates.<br>Our balance sheet is healthy, with more than $9 billion<br>of cash from fundraising during the quarter and robust Q1<br>operating cash inflows of $2.3 billion. We plan to deploy this<br>cash in a disciplined manner to further expand our capacity,<br>and will evaluate potential acquisitions that deepen our tech-nology stack and product capabilities.<br>The achievements that our team delivered in the first quarter set<br>us up for continued success. Our capacity footprint is expand-ing rapidly, our full-stack cloud platform is world-class from<br>the infrastructure layer all the way up to our inference and agen-tic capabilities.<br>We will continue to execute, while maintaining a relentless focus<br>on serving our customers around the world.<br>The future is very bright, and we have a long and exciting journey<br>ahead.<br>Arkady Volozh<br>(1) Annualized run-rate (ARR) is calculated by taking Nebius AI cloud revenue from the last month of the quarter multiplied by 12
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5<br>Group Q1 update<br>Building the AI cloud for production<br>at scale<br>In Q1, we made significant strides in expanding our platform<br>toward a more complete full-stack. Through organic product<br>development and targeted acquisitions, we strengthened our<br>capabilities across the entire AI lifecycle to best offer a optimized<br>cloud for production AI at scale.<br>This will allow us to bring a broader set of users into the ecosys-tem, such as:<br> • Data researchers accelerating model training<br>and experimentation,<br> • AI engineers deploying and scaling inference without manag-ing infrastructure complexity,<br> • Enterprise teams — from IT to DevOps — operating with<br>the governance, security, and operational control.<br>Our latest Aether 3.5 release enhances enterprise readiness<br>and introduces serverless AI capabilities. Key features include:<br> • Serverless, allowing customers to experiment, optimize mod-els, and deploy workloads more efficiently within a flexible<br>and predictable environment.<br> • A new Data Transfer Service that enables data movement<br>across clouds at petabyte scale, giving customers greater<br>flexibility in how they manage and migrate data.<br> • Strengthened security, governance, and operational controls<br>through improved Kubernetes Secrets integration, as well<br>as expanded billing and audit log export capabilities.<br>Strengthening the stack through targeted<br>acquisitions<br>Nebius Token Factory, our inference platform that enables cus-tomers to deploy and optimize open-source and custom models,<br>was released last quarter and is already seeing momentum —<br>across new and existing customers as it reduces operational<br>overhead.<br>In addition to organic, in-house development, we are continuing<br>to strengthen the software layer through strategic acquisitions.<br>Since the beginning of the year we have added advanced infer-ence optimization and agentic AI capabilities through our:<br> • Acquisition of Tavily, which will expand retrieval and agen-tic workflows;<br> • Announced an agreement to acquire Eigen AI to enhance<br>inference execution and model optimization; and<br> • Welcomed Clarifai’s team alongside an IP license agreement<br>to further strengthen system-level inference optimization.<br>Eigen AI strengthens Nebius Token Factory as a managed infer-ence platform for production AI, and adds leading inference<br>research and post-training optimization to our in-house R&D<br>organization. Our teams have already delivered jointly-optimized<br>endpoints that achieved top rankings on Artificial Analysis across<br>multiple models.<br>Where Eigen AI’s focus is on model optimization, Clarifai oper-ates at the system level, building the end-to-end infrastructure<br>required to run complex open-source models reliably in produc-tion. Clarifai’s founder and CEO Matthew Zeiler — a recognized<br>pioneer in machine learning — will join Nebius as SVP of Research,<br>leading a dedicated unit focused on frontier AI innovation across<br>areas including multimodal agentic reasoning, world models,<br>token efficiency, and long-term memory.<br>Alongside these acquisitions, we are deepening our engineering<br>collaboration with NVIDIA on agentic and inference software —<br>work we believe can become foundational across the industry.<br>We formalized this evolution of our partnership in March. Together,<br>these advance our vision of an integrated AI platform span-ning infrastructure, training, inference, retrieval, optimization<br>and agentic capabilities.<br>Delivering efficient, AI-optimized infrastructure<br>at scale<br>Our infrastructure is purpose-built to help customers train, fine-tune, and deploy models quickly and cost-effectively.<br>(1) Annualized run-rate (ARR) is calculated by taking Nebius AI cloud revenue from the last month of the quarter multiplied by 12
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6<br>In Q1, we achieved NVIDIA Exemplar Cloud status on GB300<br>NVL72 for training workloads, reinforcing the performance of our<br>platform. Nebius is among a limited group of providers to achieve<br>this status across multiple GPU generations.<br>We also broadened our platform to include NVIDIA RTX PRO 6000<br>Blackwell Server Edition on Aether 3.5, enabling customers to run<br>a wider range of applied AI and simulation workloads.<br>With NVIDIA Vera Rubin NVL72 arriving from the second half<br>of 2026 and gigawatt-scale AI factories in the active construction<br>phase, Nebius continues to strengthen the ways it enables cus-tomers to build and scale AI faster than ever before.<br>Scaling our infrastructure globally<br>In this section, we discuss three forms of power:<br>(1) contracted power, or power secured by contracted land<br>and power commitments;<br>(2) connected power, or power connected into fully built<br>and equipped data centers; and<br>(3) active power, or power being consumed by installed, oper-ational IT equipment and available for revenue generation.<br>The first quarter was once again defined by strong execution<br>and significant progress toward our capacity expansion targets.<br>We are pursuing a twin-track strategy: bringing capaci-ty online to support near-term growth, and securing land<br>and power commitments that extend well beyond this year.<br>Capacity underpinning 2026 growth<br>In Q1, we delivered on all capacity commitments across our AI<br>cloud customers and strategic long-term contracts (Microsoft,<br>Meta). We remain focused on bringing additional capacity online<br>this year, and are progressing toward delivery across both new<br>and existing co-location sites. We expect to significantly increase<br>our capacity in place in 3Q.<br>We continue to expect 800MW to 1GW of connected power<br>by year-end.<br>Building the foundation for future growth<br>Today we are announcing our new second owned giga-watt-scale site in the United States — in Pennsylvania, with<br>up to 1.2 GW of power. The planned AI factory at this location will<br>be delivered in phases beginning in 2027 and will add to Nebius’s<br>rapidly expanding US footprint, alongside the 1.2 GW AI factory<br>in Independence, Missouri.<br>In the quarter we also announced a new owned location in Finland<br>that when fully deployed at 310 MW will be one of Europe’s larg-est dedicated AI factories.<br>This led us to surpass our 2026 year-end<br>contracted power target of 3 GW.<br>Our contracted capacity now exceeds 3.5 GW, with owned<br>capacity representing more than 75% of the total.<br>Given this momentum, we are raising our contracted power<br>guidance to more than 4 GW by year-end, with any additional<br>contracts contributing to capacity growth in 2027 and beyond.<br>In addition to the new owned sites in Pennsylvania and Finland,<br>we are continuing to build out our global footprint:<br> • We are in the active construction phase at several<br>of our owned sites, including Missouri and Alabama, which<br>we expect to be operational in 2027.<br> • In New Jersey, we continue to service our customer commit-ments and remain on track to activate the remaining capacity<br>through the year, with the majority coming online in the sec-ond half of the year.<br> • We also added a new colocation site in Spain.<br>In total, our owned facilities will deliver 3 GW of capacity across<br>five sites, reinforcing our commitment to a capital-efficient mod-el with attractive long-term unit economics.<br>Beyond scale, we continue to lead on technology. Nebius will<br>be among the first AI cloud providers worldwide to deploy NVIDIA<br>Vera Rubin NVL72 systems, with deployments planned across<br>both the US and EMEA.<br>Expanding and diversifying our<br>customer base<br>Our ability to deliver both high-performance, large-scale clus-ters and smaller-scale, on-demand compute gives us a distinct<br>advantage. In Q1, that advantage translated into a sequential<br>re-acceleration in revenue.<br>The momentum is broad-based and compounding:<br>We saw record pipeline generation and sequential revenue re-ac-celeration in the quarter, with our pipeline up approximately 3.5x<br>quarter over quarter.<br>Pricing continued to rise for new generation GPUs, with older gen-eration chips also seeing strong pricing support;<br>Average deal sizes also grew across both new and existing cus-tomers, driven by pricing, GPU commitments, and longer duration.<br>Critically, this growth is coming from a widening base of custom-ers across verticals, model builders, and inference workloads.<br>Vertical GTM is winning customers across high-growth segments<br>Our vertical go-to-market approach is delivering wins across key<br>customer segments.<br>(1) Annualized run-rate (ARR) is calculated by taking Nebius AI cloud revenue from the last month of the quarter multiplied by 12
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7<br>Industry spotlight: healthcare<br>and life sciences<br>Key customer relationships this quarter include:<br> • Sword Health, which selected Nebius’s AI cloud to power<br>Dawn, its new direct-to-consumer mental health and wellbe-ing solution, and Thrive, its AI-guided care platform for pain<br>and musculoskeletal recovery (MSK). Our platform seamlessly<br>scaled Dawn’s text-based model to 200+ billion parameters,<br>while supporting Thrive’s vision AI models for movement anal-ysis, all while maintaining excellent compute performance,<br>service, and reliability.<br> • A leader in generative AI for molecular biology achieved over<br>4x training speedups and faster inference on Nebius’s full-stack AI infrastructure — performance gains that translate<br>directly into faster research cycles and accelerated drug<br>discovery.<br> • AI-native startups across the vertical are choosing Nebius to:<br>Diagnose and treat complex diseases;<br>Build a CAD suite for molecules to make drug discovery fast-er, cheaper, and more precise;<br>Train a 3B+ parameter model fine-tuned on proprietary can-cer datasets to discover drugs for patients who haven’t<br>responded to existing therapies.<br>Speed scientific breakthroughs through accelerated<br>virtual experimentation, achieving nucleotide-level tokeni-zation and a 100%+ increase in the accuracy of paired mRNA<br>and ribosome predictions;<br>Physical AI<br>Startups in physical AI and robotics need large-scale GPU train-ing, simulation testing, and edge deployment, and we are already<br>playing a pivotal role propelling this technology forward with<br>industry leaders. In March, we announced an agreement to col-laborate with NVIDIA to accelerate physical AI development with<br>an end-to-end platform built for the full robotics lifecycle, from<br>simulation and training to real-world deployment. That leadership<br>is translating into significant recent wins including:<br>In Q1, we signed an agreement with 1X Technologies, a lead-ing robotics company building general-purpose robots capable<br>of performing any kind of work autonomously.<br>We recently added Rhoda to our customer ecosystem, and will<br>enable its work building robotic intelligence based on huge multi-modal data sets to deliver video-predictive control to help robots<br>react to and learn from physical world operating environments.<br>To capitalize on the opportunity we see in robotics and physical<br>AI, we introduced a physical AI solution that combines synthet-ic data generation, orchestration, world models, and real-world<br>inference into a managed platform offering. This enables enter-prise customers and design partners to develop and deploy<br>vertical AI applications more efficiently across emerging real-world use cases.<br>We continue to power leading AI natives and model builders. In Q1,<br>we signed a number of new deals with customers including:<br> • Core Automation, which selected Nebius AI cloud<br>to accelerate its effort to rethink neural network architecture<br>and reinvent how foundational models are built, and<br> • Logical Intelligence, a next-gen model builder using<br>the Nebius platform to develop AI systems for reasoning that<br>move beyond statistical probability to mathematical certainty.<br>Nebius Token Factory<br>Open-source models are rapidly improving and winning adoption<br>as high-growth startups move from experimentation to produc-tion at scale.<br>Significant Token Factory customer wins in Q1 include:<br> • Revolut, which is developing a platform to simplify finance<br>for businesses and consumers, was able to remove human<br>intervention from 80% of support chats, and handle 1.2M chat<br>tickets per month on Token Factory; and<br> • monday.com, which selected Token Factory to support its<br>AI work platform that helps manage, orchestrate, and exe-cute workflows.<br>Building the global sales and GTM<br>organization<br>In March, we announced two important leadership hires. Dan<br>Lawrence was appointed as SVP and GM for the Americas. Dan<br>brings deep experience building and operating cloud business-es at multi-billion-dollar scale. Most recently, he served as SVP<br>of Global Sales for Cloud at Akamai Technologies, where he built<br>the go-to-market model and rapidly scaled its compute business.<br>Prior to Akamai, he held senior leadership roles at Amazon Web<br>Services.<br>John Haarer was appointed as GM for Asia-Pacific and Japan.<br>John brings over a decade of experience driving go-to-mar-ket efforts in the region for global technology leaders including<br>Cloudflare and Twilio.<br>We have also welcomed Raja Agrawal as VP of Sales for the Middle<br>East and Africa, based in Dubai. Raja brings more than two dec-ades of leadership experience at the intersection of enterprises<br>and cloud, with deep expertise in AI, cloud, data, and enter-prise platforms from senior leadership roles at SAP, Microsoft<br>and Browserstack.<br>Across the GTM organisation, we are also growing our sales reps<br>and customer success teams to support our global expansion.<br>With senior leadership established across key regions and our<br>compute capacity and sales team scaling rapidly, we are well<br>(1) Annualized run-rate (ARR) is calculated by taking Nebius AI cloud revenue from the last month of the quarter multiplied by 12
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8<br>positioned to capture the significant wave of demand as AI capa-bilities become foundational to the global economy.<br>Strategic agreements<br>Strategic long-term contracts remain an important part of our<br>financing strategy.<br>Our latest $27 billion, five-year agreement with Meta, is unique-ly structured and provides important benefits.<br>The deal comprises two parts:<br> • A $12 billion, five-year purchase of compute capacity that<br>is scheduled to begin in early 2027;<br> • An additional $15 billion contract that allows Nebius to sell<br>capacity to Meta on pre-agreed terms, or to our AI cloud cus-tomers at market rates.<br>This structure gives us attractive financing options together with<br>long-term revenue visibility, and potential upside as Nebius can<br>allocate capacity to Meta throughout the term of the contract.<br>Avride<br>Autonomous vehicle operations delivered<br>significant achievements in Q1<br> • The team has already more than doubled the size<br>of the AV-capable vehicle fleet vs. year-end 2025 levels.<br> • Expansion of their fleet and operating map in Dallas are<br>expected to continue throughout the year.<br> • Avride’s streamlined process for pre-assembling key elec-tronic components, including the rooftop sensor suite, has<br>driven higher retrofitting throughput and accelerated fleet<br>deployment.<br> • The company is scaling its R&D fleet to provide the high-fi-delity data required to refine its state-of-the-art AI stack<br>and accelerate the transition to No-Vehicle-Operator (NVO)<br>operations.<br>Robodelivery operations launched in Philadelphia<br>and campus initiatives advanced, with new locations<br>and expected launches planned later this year<br> • Robot deliveries increased 178% YoY in Q1 to over 174,000 for<br>the quarter, and surpassed 500,000 since inception in ear-ly April.<br> • In Q1, Avride launched robodelivery operations in Philadelphia<br>- the first delivery robots in the city. This expansion represents<br>a new milestone of the company’s multi-year partnership with<br>Uber to bring Avride’s delivery robots and autonomous vehi-cles to Uber and Uber Eats customers across the US.<br> • Robot deliveries began at Salisbury College during Q1,<br>achieving an on-schedule launch, solid early utilization<br>rates, and initial delivery results that exceeded customer<br>expectations.<br> • The FY26 growth plan is supported by a robust pipeline<br>of new campuses and additional cities, each representing<br>a natural and replicable extension of our proven operating<br>model.<br>TripleTen<br>TripleTen, our edtech business, continues to develop<br>its offerings to meet shifting user demand<br> • TripleTen is meeting demand for AI skills by integrating addi-tional AI concepts across its web development, software<br>development, and Quality Assurance programs.<br> • The company launched additional AI upskilling programs<br>within the B2B platform during the first quarter.<br> • Product development tested new solutions aimed at sup-porting less experienced candidates navigating a challenging<br>entry-level job market.<br> • TripleTen revenue growth was 10% year over year in Q1.<br> • Regionally, Latin America and Brazil markets continued to post<br>stable growth, outperforming the US market.<br> • An increased emphasis on efficiency and profitability<br>is expected to support future financial results.<br> • New student growth in Q1 was approximately 5,000.<br>Equity stakes: Toloka<br>and ClickHouse<br>In addition to our non-core businesses, we own equity stakes<br>in both Toloka and ClickHouse, both of which were originally spun<br>out from Nebius Group.<br>Toloka<br>Toloka is a leading data provider for LLM and GenAI develop-ers, delivering scalable, high-quality, curated data for AI agents<br>and model development. The company serves major frontier mod-el producers, as well as other leading frontier labs, hyperscalers<br>and technology enterprises.<br>In February, we announced plans to integrate Toloka’s Tendem<br>solution into the Nebius ecosystem. Originally designed<br>as a hybrid human-AI agent, Tendem was the first platform<br>to embed vetted human experts directly into agentic workflows —<br>making expert judgment callable via the Model Context Protocol<br>(MCP), the emerging standard for AI tool integration. This integra-tion further strengthens the Nebius AI stack, anchoring the raw<br>intelligence of Token Factory and the autonomy of Tavily’s agentic<br>search with a programmable layer of human reliability.<br>(1) Annualized run-rate (ARR) is calculated by taking Nebius AI cloud revenue from the last month of the quarter multiplied by 12
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9<br>As of Q2’25 we no longer hold voting control of Toloka. However,<br>we maintain a significant equity stake and are encouraged<br>by the growing investor interest in the AI data provider market.<br>ClickHouse<br>ClickHouse is an open-source database management system built<br>for real-time data processing and analytics.<br>In January 2026, it was reported that ClickHouse raised<br>$400M in a Series D financing at a valuation of approximately<br>$15B. The re-valuation of Nebius Group’s equity stake follow-ing this financing contributed a gain of $781M to non-operating<br>income in the first quarter. This is a non-cash item that captures<br>the growth in the underlying value of our stake.<br>Following this financing, Nebius Group continues to own a signif-icant minority equity stake in ClickHouse.<br>Financial update<br>Nebius Group once again executed against its financial goals.<br>Q1 group revenue of $399.0 million exceeded our expectations,<br>up 684% year-over-year, and up 75% compared to Q4. Growth<br>was driven by capacity scaling and supported by strong pricing<br>and utilization.<br> • Nebius AI cloud revenue was $389.7 million in Q1’26, an 841%<br>increase year-over-year from Q1’25. Our Nebius AI cloud busi-Revenue<br>In USD $ millions Three months ended March 31<br>2025 2026 Change<br>Revenues 50.9 399.0 684%<br>ness accounted for approximately 98% of total group revenue<br>during the quarter.<br> • Annualized run-rate revenue (ARR)1<br> of $1.92 billion<br>as of the end of March was up 674% year-over-year and 54%<br>from the $1.25 billion reported as of the end of December<br>2025.<br>In USD $ millions Three months ended March 31<br>Expense category 2025 2026 Change<br>Cost of revenues 24.7 103.8 320%<br>as a percentage of revenues 49% 26%<br>Product development 36.5 67.4 85%<br>as a percentage of revenues 72% 17%<br>Sales, general and administrative 60.9 143.8 136%<br>as a percentage of revenues 120% 36%<br>Depreciation and amortization 49.1 212.0 332%<br>as a percentage of revenues 96% 53%<br>Total operating costs and expenses 171.2 527.0 208%<br>as a percentage of revenues 336% 132%<br>Operating expense<br>(1) Annualized run-rate (ARR) is calculated by taking Nebius AI cloud revenue from the last month of the quarter multiplied by 12
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(1) Annualized run-rate (ARR) is calculated by taking Nebius AI cloud revenue from the last month of the quarter multiplied by 12 10<br>Cost of revenue was $103.8 million in Q1’26, representing<br>an increase of 320% compared to the same period in 2025.<br> • The increase was due to the expansion of our Nebius AI cloud<br>business, with expenses incurred for co-location and operat-ing lease agreements as well as hiring to support our growing<br>operations.<br> • As a percentage of revenue, cost of revenue was 26% in Q1’26,<br>down from 49% in Q1’25, primarily reflecting operating lever-age as we scaled capacity.<br>Product development expense swere $67.4 million in Q1’26,<br>representing an increase of 85% compared to the same period<br>in 2025.<br> • The increase in product development expenses was primari-ly driven by hiring in our engineering and development teams<br>to build and enhance our product offerings.<br> • As a percentage of revenue, product development expenses<br>decreased to 17% from 72% in the prior year.<br>Sales, general and administrative expenses (“SG&A”) were<br>$143.8 million in Q1’26, representing an increase of 136% com-pared to $60.9 million in the same period in 2025.<br> • The increase was primarily driven by hiring to support<br>the growth of our business.<br> • SG&A as a percentage of revenues declined to 36% from<br>120% in Q1’25.<br>Depreciation and amortization expenses (“D&A”) were $212.0<br>million in Q1’26, representing an increase of 332% compared<br>to the same period in 2025.<br> • The primary driver of the dollar increase in D&A expenses was<br>the continued investments in GPU-related capital expendi-tures and related data center hardware for the Nebius AI<br>cloud business.<br> • Starting Q1’26, we revised the useful life for our serv-er and network equipment from four years to five years<br>to reflect usage patterns and current utilization commitments.<br>The change in accounting estimate has been applied prospec-tively from 2026.<br> • D&A as a percentage of revenue declined to 53% from 96%.<br>Adjusted EBITDA<br>Group adjusted EBITDA of $129.5 million in Q1 improved by $183.2<br>million year over year.<br> • The continued improvement in Adjusted EBITDA was driven<br>primarily by the strong growth in our Nebius AI cloud busi-ness, which generated adjusted EBITDA of $174.0 million<br>and adjusted EBITDA margin of 45%.<br> • We improved group adjusted EBITDA from Q4’25 by $114.5<br>million from $15.0 million to $129.5 million.<br>In USD $ millions Three months ended March 31<br>2025 2026 Change<br>Adjusted EBITDA / (loss) (53.7) 129.5 n/m<br>as a percentage of revenues -106% 32%<br>Capital expenditures<br>In Q1’26, capital expenditures were approximately $2.5 billion, pri-marily driven by purchases of GPUs and GPU-related hardware,<br>and our data center expansion activities.<br>Capital requirements<br>We will continue to invest in capital expenditures throughout<br>the year. We will leverage a diversified range of funding sourc-es. This includes:<br> • Cash we generate from operations and upfront customer<br>payments.<br> • Debt: We may from time to time seek to enter into debt<br>financing transactions or access the debt capital markets.<br>We are actively progressing potential debt transactions,<br>including asset-backed financing and corporate-level debt.<br>We plan to start tapping into these financing options by rais-ing mid-single digits billions of dollars in the near term.<br> • On top of that, our financing options include our at-the-mar-ket program. We have not utilized this program to date, but<br>are evaluating the program regularly.<br> • And we are very focused on generating prepayments from our<br>current and future customers, in order to reduce the capital<br>needed from equity and debt financing.<br> • We may also evaluate other financing options, but will ulti-mately pursue whichever vehicles best serve the long-term<br>interests of the business.
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11<br>Guidance<br>The company will share a detailed view of guidance on its earn-ings call and webcast.<br>Earnings webcast<br>Nebius Group will host a conference call and earnings web-cast at 5:00 a.m. Pacific time/8:00 a.m. Eastern time/2:00 p.m.<br>Central European Time on May 13, 2026 to discuss these financial<br>results. To register to participate in the conference call, or to listen<br>to the live audio webcast, please visit Nebius’s Investor Relations<br>website at group.nebius.com/investor-hub.<br>A replay will be available on the same website following the call..<br>Forward-looking statements<br>This document contains forward-looking statements that involve<br>risks and uncertainties. All statements contained or implied other<br>than statements of historical facts, including, without limitation,<br>statements regarding our business plans, market opportuni-ties, capacity buildout plans, capital expenditure requirements,<br>financing requirements and projected financial performance, are<br>forward-looking statements. In some cases, these forward-look-ing statements can be identified by words or phrases such<br>as “may,” “will,” “expect,” “anticipate,” “aim,” “estimate,” “intend,”<br> “plan,” “believe,” “potential,” “continue,” “is/are likely to” or other<br>similar expressions. In addition, these forward-looking statements<br>reflect our current views with respect to future events and are not<br>a guarantee of future performance. Actual results may differ mate-rially from the results predicted or implied by such statements,<br>and our reported results should not be considered as an indica-tion of future performance. The potential risks and uncertainties<br>that could cause actual results to differ from the results pre-dicted or implied by such statements include our ability to:<br>obtain sufficient financing and manage our liquidity and capi-tal resources to support our operations and growth; successfully<br>identify, develop and bring online additional data center capacity<br>on a timely and cost-effective basis, including securing suita-ble sites and access to power; implement and maintain effective<br>internal control over financial reporting; manage supply chain risks<br>and secure required equipment, hardware, materials and services<br>on acceptable terms; compete effectively in a dynamic and com-petitive market while generating sustained customer demand;<br>and manage dependence on key vendors and adapt to techno-logical change.<br>Many of these risks and uncertainties depend on the actions<br>of third parties and are largely outside of our control. Our actu-al results of operations may also differ materially from those<br>stated in or implied by such forward-looking statements<br>as a result of a variety of factors, including those described<br>under the captions “Risk Factors” and “Operating and Financial<br>Review and Prospects” in our Annual Report on Form 20-F for<br>the year ended December 31, 2025 filed with the U.S. Securities<br>and Exchange Commission (“SEC”) on April 30, 2026, which<br>is available on our investor relations website at https://group.nebi-us.com and on the SEC website at www.sec.gov. All information<br>in this document is as of the date hereof, and the Company under-takes no duty to update this information unless required by law.<br>In addition, statements that “we believe” and similar state-ments reflect our beliefs and opinions on the relevant subject.<br>These statements are based upon information available to us<br>as of the date of this document, and while we believe such infor-mation forms a reasonable basis for such statements, such<br>information may be limited or incomplete, and our statements<br>should not be read to indicate that we have conducted an exhaus-tive inquiry into, or review of, all potentially available relevant<br>information. These statements are inherently uncertain, and inves-tors are cautioned not to unduly rely upon these statements.<br>We operate in an evolving environment. New risks emerge from<br>time to time, and it is not possible for our management to predict<br>all risks, nor can we assess the effect of all factors on our busi-ness or the extent to which any factor, or combination of factors,<br>may cause actual results to differ materially from those con-tained in any forward looking statements. You should not rely<br>upon forward looking statements as predictions of future events.<br>We undertake no obligation to update or revise any forward-look-ing statements, whether as a result of new information, future<br>events or otherwise.<br>Disclaimer<br>Links to third-party websites are provided for informational pur-poses only; Nebius is not responsible for the content contained<br>on or accessible through the linked sites.<br>Use of Non-GAAP financial<br>measures<br>To supplement the financial information prepared and presented<br>in accordance with U.S. GAAP, we present the following non-GAAP financial measures: Adjusted EBITDA/(loss) and Adjusted<br>net income/(loss). The presentation of these financial measures<br>is not intended to be considered in isolation or as a substitute for,<br>or superior to, the financial information prepared and present-ed in accordance with U.S. GAAP. For more information on these<br>non-GAAP financial measures, please see the tables captioned<br> “Reconciliations of non-GAAP financial measures to the nearest<br>comparable U.S. GAAP measures”, included following the accom-panying financial tables. We define the various non-GAAP financial<br>measures we use as follows:<br> • Adjusted EBITDA / (loss) means U.S. GAAP net income/<br>(loss) from continuing operations before (1) depreciation<br>and amortization, (2) SBC expense, (3) one-off restructuring<br>and other expenses, (4) interest income, (5) interest expense,<br>(6) income/(loss) from equity method investments, (7) gain<br>from revaluation of investments in equity securities, (8) other<br>income/(loss), net, (9) income tax expense/(benefit).<br>(1) Annualized run-rate (ARR) is calculated by taking Nebius AI cloud revenue from the last month of the quarter multiplied by 12
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12<br> • Adjusted net income / (loss) means U.S. GAAP net income/<br>(loss) from continuing operations before (1) SBC expense, (2)<br>one-off restructuring and other expenses, (3) amortization<br>of debt discount and issuance costs, net of interest expense<br>capitalized, (4) foreign exchange gains/(losses) and (5) gain<br>from revaluation of investments in equity securities. Tax<br>effects related to the listed adjustments are excluded from<br>adjusted net income.<br>These non-GAAP financial measures are used by management<br>for evaluating financial performance as well as decision-making.<br>Management believes that these metrics reflect the organic, core<br>operating performance of the company, and therefore are useful<br>to analysts and investors in providing supplemental information<br>that helps them understand, model and forecast the evolution<br>of our operating business.<br>Although our management uses these non-GAAP financial meas-ures for operational decision-making and considers these financial<br>measures to be useful for analysts and investors, we recognize<br>that there are a number of limitations related to such measures.<br>In particular, it should be noted that several of these measures<br>exclude some recurring costs, particularly share-based compen-sation. In addition, the components of the costs that we exclude<br>in our calculation of the measures described above may differ<br>from the components that our peer companies exclude when they<br>report their results of operations.<br>Below we describe why we make particular adjustments to cer-tain U.S. GAAP financial measures:<br>Net income/(loss) from discontinued operations<br>We present Adjusted EBITDA/(loss) and Adjusted net income/(loss)<br>excluding any effects of our discontinued operations.<br>Information on our discontinued operations is disclosed in our<br>Annual Report on Form 20-F for the year ended December 31,<br>2025 filed with the U.S. Securities and Exchange Commission<br>(“SEC”) on April 30, 2026.<br>SBC expense<br>SBC (Stock-Based Compensation) is a significant expense item<br>and an important part of our compensation and incentive pro-grams. As it is highly dependent on our share price at the time<br>of equity award grants, we believe that it is useful for inves-tors and analysts to see certain financial measures excluding<br>the impact of these charges in order to obtain a clearer picture<br>of our operating performance.<br>Foreign exchange gains/(losses)<br>The functional currency of Nebius Group N.V. is the United States<br>Dollar, which is also the Group’s reporting currency. Foreign<br>exchange gain/(loss) dynamics reflect changes in the U.S. dol-lar value of monetary assets and liabilities that are denominated<br>in other currencies, as well as changes in the functional curren-cies of foreign subsidiaries’ monetary assets and liabilities that<br>are denominated in currencies different from their respective local<br>currencies. Because foreign exchange fluctuations are outside<br>of our operational control, we believe that it is useful to present<br>Adjusted EBITDA/(loss), adjusted net income/(loss) and relat-ed margin measures excluding these effects, in order to provide<br>greater clarity regarding our operating performance.<br>One-off restructuring and other expenses<br>We believe that it is useful to present Adjusted net income/(loss),<br>Adjusted EBITDA/(loss) and related margin measures exclud-ing impacts not related to our operating activities. Adjusted net<br>income/(loss) and Adjusted EBITDA/(loss) exclude certain expens-es related to the restructuring, M&A activities and other similar<br>one-off expenses.<br>Amortization of debt discount and issuance costs, net of inter-est expense capitalized<br>We also adjust net income/(loss) for interest expense repre-senting amortization of the debt discount and issuance costs<br>related to our convertible senior notes, net of interest expense<br>capitalized into cost of our property and equipment. Debt dis-count represents the accretion of the nominal amount of notes<br>payable at maturity, unless the relevant notes have been earli-er repurchased, redeemed or converted in accordance with their<br>terms. We adjust net income/(loss) for the interest expense rec-ognized from amortization of the debt discount and issuance<br>costs due to the significantly different timing of payment in rela-tion to the operating results.<br>(1) Annualized run-rate (ARR) is calculated by taking Nebius AI cloud revenue from the last month of the quarter multiplied by 12
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Contact investor relations:<br>[email protected]
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