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

November 12, 2025

NEBIUS GROUP N.V.

Schiphol Boulevard 165

1118 BG, Schiphol, the Netherlands.

Tel: +31 202 066 970

(Address, Including ZIP Code, and Telephone Number,

Including Area Code, of Registrant’s 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 FORM6-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 November 11, 2025, announcing the Company’s unaudited consolidated financial results for the third quarter ended September 30, 2025.

Furnished as Exhibit 99.2 to this Report on Form 6-K is a Letter to Shareholders of the Company dated November 11, 2025.

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S-8 (File No. 333-286934), including any prospectuses forming a part of such Registration Statements, to the extent not superseded by documents or reports subsequently filed or furnished.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

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Exhibit<br> No.		Description
99.1		Press<br> release of Nebius Group N.V. dated November 11, 2025, announcing the Company’s unaudited consolidated financial results for<br> the third quarter ended September 30, 2025.
99.2		Letter<br> to Shareholders of the Company dated November 11, 2025.

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: November 12, 2025	By:	/s/ BOAZ TAL
		Boaz Tal
		General Counsel

Exhibit 99.1

Nebius reports third quarter financial results

Amsterdam, November 11, 2025 – Nebius Group N.V. (NASDAQ: NBIS), a leading AI infrastructure company, today announced its unaudited financial results for the third quarter ended September 30, 2025.

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

Nebius today also announced a new agreement to deliver AI infrastructure to Meta valued at approximately $3 billion over 5 years.

The Company will be putting in place an at-the-market (ATM) equity program for up to 25 million Class A shares, and it plans to file a prospectus supplement for this program on November 12, 2025. Nebius will evaluate the program regularly based on its capital needs. The program enables the Company to access equity funding on an efficient ongoing basis; however, it will remain dilution-sensitive as the Company prepare to finance future growth opportunities.

Management will hold an earnings webcast today at 8:00 AM (EDT) / 5:00 AM (PDT) / 2:00 PM (CET). To register, or to listen to the live audio webcast, please visit https://nebius.com/investor-hub.

Q32025 Financial Highlights

Consolidatedresults ^(1), (2)^

In USD $ millions	Three months ended September 30									Nine months ended September 30
	2024			2025			Change			2024			2025			Change
Revenues		32.1			146.1			355	%		56.3			302.1			437	%
Adjusted EBITDA / (loss)		(45.9	)		(5.2	)		-89	%		(162.4	)		(79.9	)		-51	%
Net income / (loss) from continuing operations		(43.6	)		(119.6	)		174	%		(229.1	)		278.6			-222	%
Adjusted net loss		(39.7	)		(100.4	)		153	%		(169.5	)		(273.7	)		61	%
(1)	The following measures presented in this release are “non-GAAP<br>financial measures”: Adjusted EBITDA / (loss) and Adjusted net loss. Please see the section “Use of Non-GAAP Financial Measures”<br>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<br>to the most directly comparable U.S. GAAP measures.
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(2)	Results include consolidated financial results of: Nebius, the<br>core AI infrastructure business; Avride, an autonomous vehicle platform, and TripleTen, an edtech service. In Q2 2025 following the completion<br>of the investment transaction in Toloka, an AI development platform, Nebius ceased to hold majority voting power in Toloka and no longer<br>include Toloka’s results in Nebius’ consolidated financial statements and reports its stake as equity method investment.<br>The Toloka’s results for prior periods were reclassified to discontinued operations.
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Operating expenses
---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---
In USD $ millions	Three months ended September 30									Nine months ended September 30
	2024			2025			Change			2024			2025			Change
Cost of revenues		9.9			42.9			333	%		22.6			97.7			332	%
as a percentage of revenues		31	%		29	%					40	%		32	%
Product development		31.4			44.9			43	%		82.9			124.2			50	%
as a percentage of revenues		98	%		31	%					147	%		41	%
Sales, general and administrative		47.9			89.5			87	%		170.1			218.6			29	%
as a percentage of revenues		149	%		61	%					302	%		72	%
Depreciation and amortization		23.5			99.0			321	%		43.8			223.3			n/m
as a percentage of revenues		73	%		68	%					78	%		74	%
Total operating costs and expenses		112.7			276.3			145	%		319.4			663.8			108	%
as a percentage of revenues		351	%		189	%					567	%		220	%
Total share-based compensation expense		6.9			26.1			278	%		14.0			58.3			316	%
as a percentage of operating expenses		6	%		9	%					4	%		9	%

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Selected consolidated cash flow data

In USD $ millions	Three months ended September 30									Nine months ended September 30
	2024			2025			Change			2024			2025			Change
Cash used in operating activities – continuing operations		(34.9	)		(80.6	)		131	%		(196.8	)		(432.4	)		120	%
Purchases of property, plant and equipment		(172.1	)		(955.5	)		455	%		(390.0	)		(2,010.0	)		415	%

Outstanding Shares

The total number of shares issued and outstanding as of September 30, 2025 was 251,807,222, including 218,158,548 Class A shares and 33,648,674 Class B shares, and excluding 110,233,722 Class A shares held in treasury.

Webcastinformation

Nebius Group’s management will hold an earnings webcast on November 11, 2025 at 8:00 AM (EDT) / 5:00 AM (PDT) / 2:00 PM (CET).

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.

Сontacts

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

AboutNebius

Nebius is a technology company building full-stack infrastructure to service the high-growth global AI industry. Headquartered in Amsterdam and listed on Nasdaq, Nebius has a global footprint with R&D hubs across Europe, North America and Israel.

Nebius’s core business is an AI cloud platform built for intensive AI workloads. With proprietary cloud software architecture and hardware designed in-house, Nebius gives AI builders the compute, storage, managed services and tools they need to build, tune and run their models.

Nebius Group also has additional businesses that operate under their own distinctive brands:

·	Avride — one of the most experienced teams developing autonomous driving<br>technology for self-driving cars and delivery robots.
·	TripleTen — a leading edtech player in the US and certain other markets,<br>re-skilling people for careers in tech;
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The Group also holds equity stakes in other businesses including ClickHouse and Toloka.

More information can be found at https://group.nebius.com.

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FORWARD-LOOKINGSTATEMENTS

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, 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. The potential risks and uncertainties that could cause actual results to differ from the results predicted or implied by such statements include, among others, our ability to successfully compete in our sector; to implement our business plans; to continue to successfully capture customers; to continue to successfully obtain required supplies of hardware on acceptable terms; and to obtain further debt or equity financing that may be necessary to achieve our objectives on acceptable terms. Many of these risks and uncertainties depend on the actions of third parties and are largely outside of our control. We also continue to be subject to many of the risks and uncertainties 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 U.S. Securities and Exchange Commission (“SEC”) on April 30, 2025, which are 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.

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.

USEOF 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<br>operations plus (1) depreciation and amortization, (2) certain SBC expense, (3) interest expense, (4) income tax expense/(benefit),<br>(5) one-off restructuring and other expenses, less (1) interest income, (2) other income/(loss), net, (3) income/(loss) from equity<br>method investments and (4) gain from revaluation of investment in equity securities.
·	Adjusted net income/(loss) means U.S. GAAP net income/(loss) from<br>continuing operations plus (1) certain SBC expense, (2) one-off restructuring and other expenses, (3) amortization of debt discount and<br>issuance costs, net of interest expense capitalized less (1) foreign exchange gains and (2) gain from revaluation of investment in equity<br>securities. 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.

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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 certain 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) exсluding 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, 2024 filed with the U.S. Securities and Exchange Commission (“SEC”) on April 30, 2025. In Q2 2025 following the completion of the investment transaction in Toloka, an AI development platform, Nebius ceased to hold majority voting power in Toloka and no longer include Toloka’s results in Nebius’ consolidated financial statements and reports its stake as equity method investment. The Toloka’s results for prior periods were reclassified to discontinued operations.

Certain 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. However, because we settled some RSU equity awards of our employees granted before 2022 in cash during 2024, a portion of stock-based compensation expense for 2024 was included in Adjusted EBITDA/(loss).

Foreign exchange gains/(losses)

The functional currency of Nebius Group N.V. is the United States Dollar, which is also the Group’s current 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 and other similar one-off expenses.

Amortization of debt discount and issuance costs, net of interestexpense 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, plant 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.

4

Nebius Group N.V.

Unaudited Condensed Consolidated Balance Sheets

(in millions of U.S. dollars)

	As of
	December 31,			September 30,
	2024*			2025
ASSETS
Cash and cash equivalents		2,434.7			4,794.8
Accounts receivable		11.2			91.2
Prepaid expenses		22.2			29.1
Restricted cash		0.6			107.1
VAT reclaimable		6.2			133.4
Other current assets		37.0			61.4
Current assets of discontinued operations		21.4			—
Total current assets		2,533.3			5,217.0
Property and equipment		846.7			3,314.4
Intangible assets		4.9			18.0
Operating lease right-of-use assets		44.8			501.0
Equity method investments		6.4			21.7
Investments in non-marketable equity securities		90.7			835.1
Deferred tax assets		7.7			9.0
Other non-current assets		13.4			186.0
Non-current assets of discontinued operations		0.7			—
Total non-current assets		1,015.3			4,885.2
TOTAL ASSETS		3,548.6			10,102.2
LIABILITIES AND SHAREHOLDERS’ EQUITY
Accounts payable, accrued and other liabilities		228.0			726.4
Debt, current		6.1			16.0
Income and non-income taxes payable		5.5			36.6
Deferred revenue		16.3			15.6
Current liabilities of discontinued operations		8.1			—
Total current liabilities		264.0			794.6
Operating lease liabilities		30.3			405.4
Debt, non-current		—			4,090.8
Other accrued liabilities		0.6			0.6
Total non-current liabilities		30.9			4,496.8
Total liabilities		294.9			5,291.4
Commitments and contingencies
Shareholders’ equity:
Ordinary shares		9.2			8.9
Treasury shares at cost		(1,968.1	)		(1.717.9	)
Additional paid-in capital		2,016.7			2,951.8
Accumulated other comprehensive loss		(22.1	)		(1.3	)
Retained earnings		3,218.0			3,569.3
Total shareholders’ equity		3,253.7			4,810.8
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY		3,548.6			10,102.2

* Derived from audited consolidated financial statements and adjustedfor the presentation of discontinued operations for Toloka

5

Nebius Group N.V.

Unaudited****Condensed Consolidated Statements of Operations

(in millions of U.S. dollars)

	Three months ended<br><br> September 30,						Nine months ended September 30,
	2024*			2025			2024*			2025
Revenues		32.1			146.1			56.3			302.1
Operating costs and expenses:
Cost of revenues(1)		9.9			42.9			22.6			97.7
Product development(1)		31.4			44.9			82.9			124.2
Sales, general and administrative(1)		47.9			89.5			170.1			218.6
Depreciation and amortization		23.5			99.0			43.8			223.3
Total operating costs and expenses		112.7			276.3			319.4			663.8
Loss from operations		(80.6	)		(130.2	)		(263.1	)		(361.7	)
Interest income		28.6			6.2			41.7			18.3
Interest expense		—			(14.7	)		—			(19.5	)
Gain from revaluation of investment in equity securities		—			—			—			597.4
Gain / (Loss) from equity method investments		0.4			(7.5	)		0.4			(13.7	)
Other income/(loss), net		7.0			26.3			(9.0	)		59.2
Net income / (loss) before income taxes		(44.6	)		(119.9	)		(230.0	)		280.0
Income tax expense / (benefit)		(1.0	)		(0.3	)		(0.9	)		1.4
Net income / (loss) from continuing operations		(43.6	)		(119.6	)		(229.1	)		278.6
Net income / (loss) from discontinued operations		(50.6	)		—			(279.1	)		72.7
Net income / (loss)		(94.2	)		(119.6	)		(508.2	)		351.3
*	Derived from audited consolidated financial statements andadjusted for the presentation of discontinued operations for Toloka
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(1)	These balances exclude depreciation and amortization expenses, which are presented separately, and include share-based compensation,<br>in the amount of:
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Cost of revenues	—	0.1	—	0.4
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Product development	1.6	3.0	6.4	12.6
Sales, general and administrative	5.3	23.0	7.6	45.3

6

Nebius Group N.V.

Unaudited Condensed Consolidated Statementsof Cash Flows

(in millions of U.S. dollars)

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	Three months ended<br> September 30,						Nine months ended <br> September 30,
	2024*			2025			2024*			2025
CASH FLOWS PROVIDED BY OPERATING ACTIVITIES:
Net income / (loss) from continuing operations		(43.6	)		(119.6	)		(229.1	)		278.6
Adjustments to reconcile net income / (loss) to net cash provided by operating activities:
Depreciation of property and equipment		23.0			98.2			42.6			219.4
Amortization of intangible assets		0.5			0.8			1.2			3.9
Operating lease right-of-use assets amortization and the lease liability accretion		1.8			13.0			5.2			29.3
Amortization of debt discount and issuance costs, net of interest expense capitalized		—			5.8			—			8.8
Share-based compensation expense		6.9			26.1			14.0			58.3
Deferred income tax expense / (benefit)		(3.5	)		(0.2	)		(2.3	)		(0.6	)
Foreign exchange (gains) / losses		(5.6	)		(14.3	)		8.3			(25.0	)
Gain from revaluation of investment in equity securities		—			—			—			(597.4	)
(Income) / loss from equity method investments		(0.4	)		7.5			(0.4	)		13.7
Provision for expected credit losses		(0.7	)		0.8			—			1.8
Other		—			—			—			0.9
Changes in operating assets and liabilities excluding the effect of acquisitions:
Accounts receivable		(6.0	)		(37.3	)		(7.2	)		(81.8	)
Prepaid expenses		4.5			(0.7	)		(4.7	)		(5.9	)
Accounts payable, accrued and other liabilities and non-income taxes payable		3.4			(4.4	)		(11.1	)		(54.4	)
Deferred revenue		3.7			(3.8	)		10.4			(0.7	)
Other assets		(19.0	)		(80.6	)		(30.1	)		(172.3	)
VAT reclaimable		0.2			28.1			6.4			(109.0	)
Net cash used in operating activities – continuing operations		(34.8	)		(80.6	)		(196.8	)		(432.4	)
Net cash provided by / (used in) operating<br> activities – discontinued operations		(21.0	)		—			517.0			(17.1	)
Net cash provided by / (used in) operating activities		(55.8	)		(80.6	)		320.2			(449.5	)
CASH FLOWS PROVIDED BY / (USED IN) INVESTING ACTIVITIES:
Purchases of property and equipment and intangible assets		(172.1	)		(955.5	)		(390.0	)		(2,010.0	)
Proceeds from divestment, net of cash of discontinued operations sold		—			—			1,283.2			—
Proceeds from the sale of the remaining equity interest in Divested businesses		184.2			—			184.2			—
Investments in non-marketable equity securities		—			—			—			(50.0	)
Investment in Toloka, net of cash of discontinued operations sold		—			—			—			(42.7	)
Proceeds from maturity of debt securities		—			—			10.0			—
Other investing activities		0.5			3.5			0.5			4.5
Net cash provided by / (used in) investing activities – continuing operations		12.6			(952.0	)		1,087.9			(2,098.2	)
Net cash used in investing activities –<br> discontinued operations		—			—			(360.3	)		(0.1	)
Net cash provided by / (used in) investing activities		12.6			(952.0	)		727.6			(2,098.3	)
CASH FLOWS PROVIDED BY / (USED IN) FINANCING ACTIVITIES:
Proceeds from issuance of convertible notes		—			3,162.5			—			4,162.5
Convertible notes issuance costs		—			(89.3	)		—			(89.3	)
Proceeds from sale of equity securities		—			1,150.0			—			1,150.0
Treasury shares issuance costs		—			(23.8	)		—			(23.8	)
Withholding tax paid		—			—			—			(181.5	)
Repayment of debt		(0.2	)		(0.8	)		(0.6	)		(0.8	)
Proceeds from exercise of share options / (Repurchase of equity classified awards)		(1.1	)		2.0			(1.1	)		2.0
Net cash provided by / (used in) financing activities – continuing operations		(1.3	)		4,200.6			(1.7	)		5,019.1
Net cash provided by financing activities<br> – discontinued operations		—			—			168.7			—
Net cash provided by/(used in) financing activities		(1.3	)		4,200.6			167.0			5,019.1
Effect of exchange rate changes on cash and cash equivalents, and restricted cash and cash equivalents		7.3			1.8			(16.9	)		2.0
Net change in cash and cash equivalents, and restricted cash and cash equivalents		(37.2	)		3,169.8			1,197.9			2,473.3
Cash and cash equivalents, and restricted cash and cash equivalents, beginning of period		2,326.3			1,753.8			1,091.2			2,450.3
Cash and cash equivalents, and restricted cash and cash equivalents, end of period		2,289.1			4,923.6			2,289.1			4,923.6
Less cash and cash equivalents, and restricted cash and cash equivalents of discontinued operations, end of period		(10.4	)		—			(10.4	)		—
Cash and cash equivalents, and restricted cash and cash equivalents of continuing operations, end of period		2,278.7			4,923.6			2,278.7			4,923.6

7

Nebius Group N.V.

Unaudited CondensedConsolidated Statements of Cash Flows (continued)

(in millions of U.S. dollars)

	Three months ended<br> September 30,				Nine months ended <br> September 30,
	2024*		2025		2024*		2025
RECONCILIATION OF CASH AND CASH EQUIVALENTS, AND RESTRICTED CASH AND CASH EQUIVALENTS:
Cash and cash equivalents, beginning of period		2,325.4		1,679.3		1,076.1		2,449.6
Restricted cash and cash equivalents, beginning of period		0.9		74.5		15.1		0.7
Cash and cash equivalents, and restricted cash and cash equivalents, beginning of period		2,326.3		1,753.8		1,091.2		2,450.3
Cash and cash equivalents, end of period		2,288.2		4,794.8		2,288.1		4,794.8
Restricted cash and cash equivalents, end of period		0.9		128.8		0.9		128.8
Cash and cash equivalents, and restricted cash and cash equivalents, end of period		2,289.1		4,923.6		2,289.1		4,923.6
Cash and cash equivalents, end of period – continuing operations		2,277.8		4,794.8		2,277.8		4,794.8
Restricted cash and cash equivalents, end of period – continuing operations		0.9		128.8		0.9		128.8
Cash and cash equivalents, and restricted cash and cash equivalents, end of period- continuing operations		2,278.7		4,923.6		2,278.7		4,923.6
*	Derived from audited consolidated financial statements andadjusted for the presentation of discontinued operations for Toloka
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8

Nebius Group N.V.

RECONCILIATIONS OF NON-GAAPFINANCIAL MEASURES

TO THE NEAREST COMPARABLE U.S. GAAP MEASURES

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Reconciliation of Adjusted EBITDA / (loss) toU.S. GAAP Net Income / (loss)

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In USD millions	Three months ended September 30,									Nine months ended September 30,
	2024			2025			Change			2024			2025			Change
Net income / (loss)		(94.2	)		(119.6	)		27	%		(508.2	)		351.3			-169	%
Less: net (income) / loss from discontinued operations		50.6			—			-100	%		279.1			(72.7	)		-126	%
Net income / (loss) from continuing operations		(43.6	)		(119.6	)		174	%		(229.1	)		278.6			-222	%
Add: depreciation and amortization		23.5			99.0			321	%		43.8			223.3			n/m
Add: certain SBC expense		4.4			26.1			n/m			6.5			58.3			n/m
Add: one-off restructuring and other expenses		6.8			(0.1	)		-101	%		50.4			0.3			-99	%
Less: interest income		(28.6	)		(6.2	)		-78	%		(41.7	)		(18.3	)		-56	%
Add: interest expense		—			14.7			n/m			—			19.5			n/m
Less: (income) / loss from equity method investments		(0.4	)		7.5			n/m			(0.4	)		13.7			n/m
Less: gain from revaluation of investment in equity<br> securities		—			—			n/m			—			(597.4	)		n/m
Less: other income, net		(7.0	)		(26.3	)		276	%		9.0			(59.2	)		n/m
Add: income tax expense		(1.0	)		(0.3	)		-70	%		(0.9	)		1.4			n/m
Adjusted EBITDA/ (loss)		(45.9	)		(5.2	)		-89	%		(162.4	)		(79.9	)		-51	%

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

In USD millions	Three months ended September 30,									Nine months ended September 30,
	2024			2025			Change			2024			2025			Change
Net income / (loss)		(94.2	)		(119.6	)		27	%		(508.2	)		351.3			-169	%
Less: net (income) / loss from discontinued operations		50.6			—			-100	%		279.1			(72.7	)		-126	%
Net income / (loss) from continuing operations		(43.6	)		(119.6	)		174	%		(229.1	)		278.6			-222	%
Add: certain SBC expense		4.4			26.1			n/m			6.5			58.3			n/m
Less: foreign exchange (gains) / losses		(5.7	)		(14.3	)		151	%		8.2			(25.1	)		n/m
Add: one-off restructuring and other expenses		6.8			(0.1	)		-101	%		50.4			0.3			-99	%
Add: amortization of debt discount and issuance<br> costs, net of interest expense capitalized		—			5.8			n/m			—			8.8			n/m
Less: gain from revaluation of investment in equity<br> securities		—			—			n/m			—			(597.4	)		n/m
Tax effect of adjustments		(1.6	)		1.7			-206	%		(5.5	)		2.8			-151	%
Adjusted net loss		(39.7	)		(100.4	)		153	%		(169.5	)		(273.7	)		61	%

9

Exhibit 99.2

	Nebius Group<br>Letter to shareholders<br>Q3 2025<br>November 11, 2025
	2<br>Strong momentum into 2026 Significantly raised capacity guidance<br>$7–9<br>billion<br>Connected power<br>CYE 2024 CYE 2025 CYE 2026<br>220 MW<br>25 MW<br>800 MW –<br>1 GW<br>1 GW<br>>2.5 GW<br>Сontracted power at CYE 2026<br>Previously<br>announced plan Current plan<br>Includes power that<br>is fully provisioned<br>and can be activated<br>immediately upon GPU<br>installation<br>* Сalculated by taking revenue from the last month<br>of the quarter multiplied by 12<br>Product update Customer wins<br>Other businesses<br>Strategic equity stakes<br>Reported valuation<br>of $6.35bn in May 2025<br>funding round.<br>Data solutions business<br>backed by Bezos<br>Expeditions.<br>Autonomous technologies EdTech<br>Secured strategic investment<br>from Uber.<br>Over 215k deliveries YTD in US;<br>on track for robotaxi launch<br>in Dallas in December.<br>2x revenue growth YoY<br>supported by demand,<br>efficient customer acquisition<br>and product innovation.<br>Nebius Token<br>Factory<br>Launch of production-scale<br>inference platform bringing<br>together inference, post-training and fine-grained<br>access management with S3.<br>Nebius AI Cloud<br>3.0 “Aether”<br>Enterprise-grade security<br>and compliance. Secured<br>certifications like SOC 2,<br>HIPAA, ISO 27001-series<br>and more.<br>Q3 financial highlights<br>Core AI infrastructure<br>business<br>Effective strategy, strong<br>demand<br>Group revenue growth Funding secured<br>Core AI Infrastructure<br>business grew at 400% YoY<br>and 40% QoQ<br>in convertible notes<br>and an equity offering<br>in September 2025<br>Sold out<br>of all available<br>capacity<br>19% adjusted<br>EBITDA margin<br>Hyperscalers Cutting-edge AI startups<br>+355% YoY<br>+39% QoQ<br>$4.3 billion<br>expected annualized<br>run-rate revenue*<br>at year-end 2026<br>Q3 2025
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	3<br>We are at the forefront of one of the most significant techno-logical revolutions in history — and Nebius has quickly become<br>a core enabler of the AI-driven economy. As you know, our mis-sion is to become one of the world’s leading AI infrastructure<br>and cloud providers. Q3 2025 marked a major step forward in our<br>trajectory, as we position the business for continued rapid growth<br>in 2026 and beyond.<br>During Q3, we made substantial progress<br>on our key strategic objectives, while continuing<br>to lay the foundations for future growth.<br>• Once again, we sold out of available capacity in Q3 — a con-sistent trend during the year — reflecting strong momentum<br>and the effectiveness of our business strategy.<br>• In September, we also announced our first large enterprise<br>AI infrastructure win, with Microsoft, valued between $17.4<br>billion and $19.4 billion. We are fully on track with the execu-tion of this contract and expect revenue from this deal to start<br>ramping up throughout 2026.<br>• Today we are pleased to announce our second large AI infra-structure deal, this time with Meta. Our agreement with Meta<br>is valued at approximately $3 billion, with a five-year term.<br>Over the next three months, we plan to deploy the capaci-ty needed to service the agreement. In fact, demand for this<br>capacity was overwhelming, and the size of the contract was<br>limited to the amount of capacity that we had available.<br>• Similar to our Microsoft deal, the economics of this agree-ment are attractive and will help accelerate the growth of our<br>AI cloud business even further in 2026 and beyond.<br>• We will continue to aggressively ramp up capacity to be able<br>to continue supporting these large deals, as well as to serve<br>our core customers: startups and enterprises.<br>• On the financing front, we raised a total of $4.3 billion in con-vertible notes and a follow-on equity offering in September<br>to accelerate our investments in infrastructure, power, land,<br>and GPUs.<br>• In addition to significant investments in our capacity footprint,<br>we also continued investing in our AI cloud. To expand our<br>addressable market opportunity among enterprise customers,<br>we released our new, enterprise-ready Nebius AI Cloud 3.0<br>“Aether” and our inference platform, Nebius Token Factory.<br>We believe the Aether release gives organizations the trust,<br>control, and simplicity they need to run their most critical AI<br>workloads. Nebius Token Factory is an inference platform that<br>enables organizations to run open-source models in produc-tion with reliability, visibility, and control. We are continuing<br>to build a large pipeline of new software and services, which<br>we believe will provide deep moats and differentiate Nebius<br>from other cloud companies.<br>Dear<br>shareholders,<br>Arkady Volozh,<br>Founder and CEO<br>“2025 has been<br>a building year as we put<br>in place the infrastructure<br>and framework for future rapid<br>growth. This year, we believe<br>that we have successfully<br>laid the foundations for<br>an outstanding 2026 —<br>a year that should firmly<br>position us among the top AI<br>cloud businesses globally.<br>And at the same time, 2026<br>is still just the beginning.”<br>• Finally, we were pleased to welcome Uber as a new strategic<br>investor in Avride. We believe this investment and partnership<br>will help Avride to capitalize on the substantial market oppor-tunity for autonomous driving technologies and services.<br>Accelerating data center capacity<br>• Given the progress we’ve made to date, we are confident<br>in our business strategy, operations, and overall market<br>demand. The only real limitation on our revenue growth<br>in 2025 has been the amount of capacity that we have been<br>able to bring online. In the last few months, we have worked<br>very hard to unlock this bottleneck, and we will continue doing<br>so in 2026.<br>• Last quarter we guided for 1GW of contracted power<br>by the end of 2026. We are currently in the process of secur-ing additional sites that would bring our total contracted<br>power (i.e., secured land with power) to approximately 2.5GW<br>by the end of 2026. Of this contracted amount, we expect<br>to have 800MW to 1GW of connected power (i.e, power con-nected to built data centers) by the end of 2026.
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	4<br>Financing our growth<br>• To support our aggressive growth plans in 2026 and to main-tain this pace of growth in 2027, we will utilize at least three<br>sources of financing: corporate debt, asset-backed financing,<br>and equity. We believe we will be able to secure asset-backed<br>debt on attractive terms, supported by the creditworthiness<br>of our largest customers. We will maintain a disciplined cap-ital structure.<br>• On the equity front, we will be putting in place an at-the-mar-ket (ATM) equity program for up to 25 million Class A shares,<br>and plan to file a prospectus supplement on November 12,<br>2025. We will evaluate the program regularly based on our<br>capital needs. The program enables us to access equity fund-ing on an efficient ongoing basis; however, we will remain<br>dilution-sensitive as we prepare to finance future growth<br>opportunities.<br>Increasing revenue<br>• Given the scale of the financing that we expect to put in place<br>in the next few months, and the extensive work that we have<br>undertaken to build out our capacity, we believe that we can<br>achieve annualized run-rate revenue (ARR)1<br> of $7 billion<br>to $9 billion by the end of 2026.<br>We have consistently said that we are committed to growing our<br>business aggressively, and we are continuing to deliver on this<br>commitment. 2025 has been a building year as we put in place<br>the infrastructure and framework for future rapid growth. This<br>year, we believe that we have successfully laid the foundations<br>for an outstanding 2026 — a year that should firmly position us<br>among the top AI cloud businesses globally. And at the same time,<br>2026 is still just the beginning.<br>Sincerely,<br>Arkady Volozh<br>(1) Annualized run-rate revenue (ARR) is calculated by taking revenue from the last month of the quarter multiplied by 12.
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	5<br>Group business update<br>Driving scale<br>We are on track for 220 MW of connected power<br>and 100 MW of active power by the end of 2025<br>We currently have data centers in three regions: North America,<br>Europe, and the Middle East.<br>United States<br>• We added capacity in Kansas City, and launched our first<br>NVIDIA B200 cluster there.<br>• We announced that our new hyperscaler customer, Microsoft,<br>will be served exclusively from our New Jersey data center.<br>Europe<br>• The expansion of our Finland data center continued,<br>and should be completed by the end of this year.<br>• In November we unveiled a deployment of NVIDIA B300s<br>in the UK, supporting the UK’s efforts to build out domestic<br>compute capacity.<br>Middle East<br>• In October we launched in Israel with a deployment of NVIDIA<br>B200s.<br>We now expect to have over 2.5GW of contracted<br>power by the end of 2026, with 800MW to 1GW<br>of connected power<br>We are aggressively scaling our footprint to meet global demand<br>for AI compute across the US, Europe, and Middle East.<br>• We plan to continue scaling our data centers in the UK<br>and Israel, with the next phase of our UK expansion taking<br>place in Q1 2026.<br>• We are also in the process of securing several large sites<br>in the US and Europe; some of these have hundreds of meg-awatts of capacity.<br>• We also have the option to add hundreds of megawatts<br>of incremental capacity in New Jersey in the future.<br>Expanding and diversifying our<br>customer base<br>Our recent multi-billion dollar agreements highlight<br>our ability to win the trust and confidence of some<br>of the world’s largest tech companies.<br>• Partnerships like the ones we signed with Meta and Microsoft<br>are an important part of our overall growth strategy. As well<br>as driving scale, they also serve as powerful commercial<br>and financial accelerators for our core AI cloud business.<br>• These wins with some of the world’s most demanding AI<br>leaders validate the strength of our offering and underscore<br>how our investments in advanced AI infrastructure position<br>Nebius as a preferred partner for major AI-centric enterprise<br>customers.<br>Nebius is trusted by the world’s largest enterprises<br>and cutting-edge startups alike.<br>Our customers run their mission-critical AI workflows on Nebius<br>because of our scale, robust technology, proven performance,<br>and exceptional service. These differentiators are particularly<br>important as we expand into the enterprise. We are seeing our<br>investments in these capabilities start to have a meaningful impact<br>on our growth trajectory.<br>• In the third quarter, we deepened relationships across indus-tries — including scaled players like Shopify and World<br>Labs — and onboarded innovative startups such as Cursor<br>and Black Forest Labs.<br>• We are also winning new customers and expanding use<br>cases in healthcare and life sciences, where partners such<br>as Basecamp Research, Prima Mente, and Sword Health are<br>building models to help solve some of the world’s biggest<br>medical challenges.<br>• We will continue to expand into additional sectors and use<br>cases, investing to meet the advanced technical and com-pliance requirements of customers in physical AI, financial<br>services, media and entertainment, and retail.<br>In this section, we discuss three forms of power: (1) contracted power, or power that is secured by contracts; (2) connected power, or power that<br>is connected into data centers; and (3) active power, or power that is being consumed by IT equipment.
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	6<br>Elevating cloud experience<br>Customers continue to choose Nebius for high-performance<br>compute, native AI/ML orchestration, fast and scalable storage,<br>and an expanding ecosystem of software integrations.<br>Our full-stack AI architecture provides the flexibility, control<br>and efficiency that large-scale enterprises and research organiza-tions demand, while also delivering the speed required by nimble<br>AI startups.<br>Nebius is building the infrastructure needed to power the AI mar-ket — whether for training and refining large language models,<br>or to enable fast and efficient inference.<br>Delivering enterprise-readiness with Nebius AI Cloud<br>3.0 “Aether”<br>Nebius AI Cloud 3.0 “Aether” is the latest major release of Nebius<br>AI Cloud that addresses the unique needs of enterprises running<br>business-critical workloads at scale in highly regulated environ-ments. With version 3.0, we have added:<br>Enterprise-grade security & compliance<br>• Received SOC 2 Type II including HIPAA, and ISO 27001 cer-tifications validated by independent auditors, enabling AI<br>deployment in highly regulated contexts including healthcare,<br>financial services, and government.<br>• Aligned with NIS2, DORA, ISO 27032, ISO 27701 and ISO<br>27799 regulatory frameworks for security.<br>• Embedded secrets manager for secure API key and creden-tial management.<br>Advanced governance & control<br>• Enhanced Identity and Access Management (IAM) features,<br>including more granular controls for policy enforcement<br>and collaboration across different teams and users.<br>• Created a comprehensive observability suite with searcha-ble logs, histograms, metrics ingestion, and auditing, bringing<br>together metrics from different services under one consoli-dated view.<br>Developer productivity<br>• Updated user interface (UI) and navigation that better align<br>with AI/ML developer workflows, including a simplified appli-cation catalogue.<br>• Developed support for VM creation with preloaded applica-tions for rapid AI workload deployment.<br>• Simplified GPU, CPU, and memory quota allocation and billing.<br>• Expanded ecosystem support including SkyPilot Server<br>and Anyscale integrations.<br>We continued to make significant progress<br>in improving our AI cloud performance through<br>advances in speed, reliability, and flexibility.<br>We believe our platform continually demonstrates best-in-class<br>performance, as validated by key third party benchmarks.<br>• During the quarter, we achieved a new inference performance<br>milestone. Nebius achieved leading performance results<br>in the latest submission of MLPerf Inference v5.1 benchmarks<br>for three AI systems accelerated by the most in-demand<br>NVIDIA systems on the market.<br>• Nebius AI Cloud set a new peak in performance deliv-ered by NVIDIA GB200 NVL72 systems. Compared<br>to the best results of the previous round, our one-host<br>installation achieved a ~7% and ~14% performance increase<br>running Llama 3.1 405B inference in offline and server modes,<br>respectively.<br>• In another submission running Llama 3.1 405B inference<br>on NVIDIA HGX B200, Nebius AI Cloud recorded a 3x and 4.3x<br>increase in tokens per second compared to our NVIDIA H200<br>results in this MLPerf submission in offline and server sce-narios, respectively.<br>• We also delivered significant increases in storage perfor-mance: file storage write speeds doubled, read speeds<br>increased by 50%, and WEKA-based storage now reaches<br>approximately 20 GBps read / 18 GBps write speeds.<br>• In terms of reliability and performance, we added additional<br>active health checks, as well as self-healing node capabilities<br>in our Managed Kubernetes and Managed Soperator compo-nents. We believe these improvements make our platform one<br>of the most reliable and performant in the market.<br>Delivering the highest bare-metal performance<br>standards on virtualized cloud infrastructure<br>Nebius is one of the first vendors to achieve NVIDIA Exemplar<br>Status for training workloads running on NVIDIA H200 GPUs.<br>This recognition validates Nebius’s performance against some<br>of the industry’s most rigorous standards for performance,<br>resiliency, and scalability, within a virtualized, flexible cloud<br>environment.<br>Launching Nebius Token Factory to serve enterprise<br>needs<br>• In November, we launched Nebius Token Factory, which uni-fies large-scale inference, model optimization and fine-tuning<br>in one governed platform. Token Factory helps vertical AI<br>product builders, ISVs and digital enterprises deploy open-source models at scale with predictable latency, transparent<br>cost, and built-in compliance.<br>• At its core, Token Factory is a production-scale inference<br>platform, which serves and optimizes open-source AI mod-els at scale and brings together high-performance inference,<br>post-training, and fine-grained access management so organ-izations can run those models in production with reliability,<br>visibility, and control.
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	7<br>Enterprise-ready<br>• Enterprises can deploy and scale models such as OpenAI<br>OSS, Qwen, DeepSeek and many others on dedicated end-points with guaranteed performance and isolation, tuned for<br>sub-second latency and delivering 99.9% uptime.<br>• Nebius Token Factory gives enterprises a single platform<br>to industrialize the post-training lifecycle: transforming open-source checkpoints into optimized, production-ready systems<br>with guaranteed performance and transparent cost per token.<br>Optimization without overhead<br>• Token Factory integrates fine-tuning and distillation pipelines<br>that let teams adapt large open-source models to proprie-tary data, while significantly cutting inference costs, with one<br>major client reporting a 26-fold reduction.<br>• Optimized models can be deployed directly to production<br>endpoints with no manual infrastructure work required, giving<br>enterprises faster iteration and lower cost per token.<br>Supported by in-house AI R&D capabilities<br>• We’re on a mission to help builders get production-grade<br>results from open-source models, and we’re investing heavi-ly in the research that drives our core products.<br>• Our SWE-rebench dataset has achieved remarkable adoption,<br>becoming the most downloaded dataset on HuggingFace.<br>Leading AI labs such as Moonshot (the developer of Kimi<br>K2) are now leveraging it as their primary source for train-ing reinforcement learning models in software engineering<br>environments.<br>• We launched and maintain a continuously updated leader-board at swe-rebench.com, which has gained substantial<br>traction within the research community and is updated<br>monthly, ensuring that the task sets and model benchmarks<br>remain current and relevant.<br>• Beyond benchmarking, we have contributed to the develop-ment of AI agents, including a recent paper that introduces<br>a novel methodology for applying reinforcement learning<br>to long-context, multi-turn AI agents, addressing a critical<br>challenge in building more capable autonomous systems.<br>Expanding our ecosystem<br>Nebius continued to expand its global partner<br>ecosystem this quarter, advancing both market<br>reach and enterprise adoption. Strategic alliances<br>and platform integrations strengthened Nebius’s<br>position as one of the key infrastructure layers<br>of choice for AI innovation.<br>Channel expansion<br>• In October, TD Synnex announced a partnership with Nebius<br>as its preferred AI Infrastructure-as-a-Service partner<br>in North America, to bring Nebius’s high-performance AI cloud<br>to the IT ecosystem.<br>• This partnership provides access to thousands of resellers<br>and enterprise buyers, creating a scalable channel to deliv-er Nebius infrastructure and services across new markets<br>and verticals.<br>Platform integrations and ecosystem growth<br>Nebius also deepened its integration ecosystem with leading AI<br>development platforms to provide end-to-end solutions from pro-curement to deployment.<br>• Baseten: Launched AI video and inference stack on Nebius,<br>delivering predictable P90/P99 latency, high utilization,<br>and stable uptime for production-grade workloads.<br>• Anyscale & SkyPilot: Allow Nebius customers to seamless-ly scale and orchestrate distributed AI training and inference<br>on Nebius’s GPU infrastructure, reducing operational complex-ity while ensuring predictable, high-performance workloads.<br>• Qdrant & dstack: Expanded access through RAG content tools<br>and GPU marketplaces.<br>• Union.ai: Joined as a new platform partner to support AI<br>and data workflow orchestration at scale.<br>These partnerships collectively expand Nebius’s reach, strength-en brand awareness, and accelerate time-to-value for customers,<br>reinforcing our position as the preferred infrastructure foundation<br>for scalable, sovereign, enterprise-grade AI.<br>Avride<br>In October, Avride announced a strategic partnership<br>with Uber, under which Uber and Nebius will make<br>strategic investment and other commitments<br>of up to $375 million in Avride.<br>• The investment enables significant and rapid scaling<br>of Avride’s business to capitalize on the substantial mar-ket opportunity for autonomous driving technologies<br>and services.<br>• The deal is validation of Avride’s strong technical capa-bilities in developing autonomous driving and navigation<br>technologies.<br>• The investment builds on Avride’s commercial partnership<br>with Uber, following the signing in 2024 of a multi-year stra-tegic agreement.<br>• Nebius Group continues to support Avride’s strategic direction<br>and long-term value creation, and intends to retain a signif-icant stake in the company, securing substantial potential<br>upside for Nebius shareholders.
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	8<br>TripleTen<br>New student enrollment driving revenue<br>• TripleTen continued to deliver strong revenue growth<br>of approximately 100% year over year during the quarter,<br>supported by student enrollment which increased by approx-imately 6,000 new students and growth in average fees per<br>student.<br>• These trends reflect sustained demand across core markets,<br>including the US and Latin America. Customer acquisition<br>remained efficient, supported by continued referral-driven<br>enrollments and sales team productivity.<br>Preparing for ride-hailing launch in Dallas<br>• In Q3, Avride finalized pre-launch testing of its autonomous<br>vehicles in Dallas and integration with the Uber ride-hailing<br>platform.<br>• Dallas is set to become the first city to host Avride and Uber’s<br>public robotaxi service in December 2025.<br>Robodelivery continues to scale at pace after<br>achieving important milestone<br>• Avride’s U.S. delivery business continues to grow, surpassing<br>215,000 deliveries YTD.<br>• In October, with expanded delivery zones in Jersey City,<br>Dallas, and Austin, along with growth in campus operations,<br>daily deliveries exceeded 1,900. Additional cities are expect-ed to launch on the Uber Eats platform in the coming months.<br>• Avride began working with major restaurant chains — Shake<br>Shack, Wendy’s, and White Castle — and continues to expand<br>its list of restaurant partners.<br>• The business recently expanded to the University of Arizona<br>in Tucson with a fleet of 60+ delivery robots. The compa-ny expects to scale its successful campus operating model<br>to additional universities in the coming months.<br>• In October 2025, Avride announced the launch of robot deliv-ery on the Grubhub marketplace — expanding the partnership<br>beyond campuses for the first time. This marks Grubhub’s<br>first use of autonomous delivery in its main marketplace<br>and Wonder’s first robot delivery service for its customers.<br>• In Japan, Avride’s partnership with Mitsui Fudosan to provide<br>autonomous retail logistics deliveries at the country’s larg-est outlet mall has been successful and continues to expand.<br>New products and services are gaining traction<br>• Launched a new program called AI Analyst to help students<br>retool their skills for AI.<br>• Launched a new B2B product, Nebius Academy, where<br>TripleTen will sell into organizations to provide courses for<br>their employees.<br>Continuing to utilize AI to drive further operational<br>efficiency<br>• TripleTen is now leveraging AI for various student services,<br>like resume building, coaching, and more.<br>• Furthermore, TripleTen is leveraging AI to help build our<br>course material and videos, which provide significant cost<br>savings when compared to traditional methods of content<br>creation.<br>Equity investments: Toloka<br>and ClickHouse<br>In addition to our non-core businesses, we own equity stakes<br>in both Toloka and ClickHouse.<br>Toloka<br>Toloka is a leading data provider for LLM and GenAI developers,<br>delivering scalable, high-quality data solutions for all stages of AI<br>development.<br>Although we no longer hold voting control of Toloka, we maintain<br>a significant majority economic interest in the business and are<br>encouraged by the growing investor interest in the AI data pro-vider space, reinforcing our confidence in the substantial growth<br>opportunities ahead.<br>In Q3, Toloka completed the core technology for its hybrid agent,<br>which combines AI with human expertise to execute long-horizon<br>tasks, RL Gyms and large-scale data production. This advance-ment enables Toloka to serve a broader customer base, including<br>leading AI labs, global enterprises, researchers, and individu-al users.<br>Toloka plans to launch Tendem.ai, a unique hybrid human-AI<br>agent, in the near future. Tendem.ai integrates advanced auto-mation with expert human oversight to deliver accurate, reliable,<br>and ready-to-use results across a wide range of applications.<br>For a given set of tasks, Tendem.ai agent can accomplish a large<br>portion of those tasks, enabling a person to finish the last mile<br>of those tasks.<br>ClickHouse<br>We currently own a minority equity stake in ClickHouse, a lead-er in real-time analytics, data warehousing, observability, and AI/<br>ML, that we spun out in 2021.
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	9<br>Financial update<br>Group revenue was $146.1 million in Q3, up 355% and up 39%<br>quarter-over-quarter, excluding Toloka’s results, which have<br>been reclassified to discontinued operations.<br>• Our core AI infrastructure business accounted for approx-imately 90% of total group revenue in Q3’25. Annualized<br>run-rate revenue (ARR)1<br> at the end of September was approx-imately $551 million.<br>• Demand remained strong, driven by increasing AI use cas-es, growth in adoption, and the expansion of our client base.<br>• The expansion of our sales force and customer support teams<br>continued to propel strong growth. Even with our significant<br>GPU capacity additions, we operated at peak utilization.<br>In USD $ millions Three months ending September 30<br>2024 2025 Change<br>Revenue 32.1 146.1 355%<br>• Other businesses accounted for the remainder of the Group’s<br>revenue.<br>ա TripleTen continued to deliver strong revenue growth<br>of 100% supported by the addition of approximately<br>6,000 new students across the US and Latin America<br>and the launch of new programs.<br>ա Avride’s revenue contribution in Q3’25 was<br>immaterial.<br>Revenue<br>Note: Comparisons refer to the year-over-year changes from Q3’24 to Q3’25, unless otherwise indicated.<br>Toloka results have been reclassified to discontinued operations in the current and prior-year periods.<br>Comparisons refer to the year-over-year changes from Q3’24 to Q3’25, unless otherwise indicated.<br>(1) Annualized run-rate revenue (ARR) is calculated by taking revenue from the last month of the quarter multiplied by 12.
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	10<br>In USD $ millions Three months ending September 30<br>Expense category 2024 2025 Change<br>Cost of revenues 9.9 42.9 333%<br>as a percentage of revenues 31% 29%<br>Product development 31.4 44.9 43%<br>as a percentage of revenues 98% 31%<br>Sales, general and administrative 47.9 89.5 87%<br>as a percentage of revenues 149% 61%<br>Depreciation and amortization 23.5 99.0 321%<br>as a percentage of revenues 73% 68%<br>Total operating costs and expenses 112.7 276.3 145%<br>as a percentage of revenues 351% 189%<br>Operating expense<br>Cost of revenue was $42.9 million, up 333%, representing 29%<br>of revenue, down from 31% in Q3 2024. The dollar increase was<br>due to the expansion of our core AI infrastructure business, main-ly driven by costs incurred for co-location and operating lease<br>agreements, as well as the hiring of additional personnel attribut-able primarily to data-center operations. Our Avride and TripleTen<br>businesses had a limited contribution to the overall increase<br>in cost of revenues.<br>Product development expenses were $44.9 million, up 43%,<br>representing 31% of revenue, a significant decline from the 98%<br>of revenue reported in Q3’24. The dollar increase in product<br>development expenses was primarily driven by the expansion<br>of our product development teams.<br>Sales, general and administrative expenses were $89.5 million,<br>representing 61% of revenue, which was down from 149% of rev-enue in Q3’24. In Q3’24, we incurred significant consulting, legal<br>and professional fees which were incremental to our main operat-ing activities. Excluding these incremental expenses, SG&A dollar<br>expenses in Q3’25 increased from Q3’24 due to an increase<br>in share-based compensation expense allocated to personnel<br>engaged in sales, general and administrative activities, followed<br>by the growth in marketing and advertising expenses.<br>Depreciation and amortization expenses (“D&A”) for the group<br>were $99.0 million compared to $23.5 million in the prior year<br>period, or 68% of revenue for the period, down from 73% in Q3’24.<br>The key driver of the dollar increase in D&A expenses was<br>the significant ramp-up in investments in GPU-related capital<br>expenditures and related data center hardware for the core AI<br>infrastructure business. We depreciate our hardware over a four-year period, which we believe is conservative when compared<br>to common industry practices.<br>Note: Comparisons refer to the year-over-year changes from Q3’24 to Q3’25, unless otherwise indicated.<br>Toloka results have been reclassified to discontinued operations in the current and prior-year periods.
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	11<br>In USD $ millions Three months ending September 30<br>2024 2025 Change<br>Adj. EBITDA (loss) (45.9) (5.2) -89%<br>as a percentage of revenues -143% -4%<br>Adjusted EBITDA<br>The Group’s adjusted EBITDA loss narrowed significantly<br>to $5.2 million in Q3’25, representing a $40.7 million year-to-year<br>improvement. This was driven primarily by the growth of our core<br>Capital expenditures<br>In Q3 2025, our capital expenditures were $955.5 million, primarily<br>driven by purchases of GPUs and GPU-related hardware, and our<br>data center expansion activities. In addition to reporting capital<br>expenditures as we have in the past, this quarter we began pro-viding a full Statement of Cash Flows.<br>Guidance<br>The company will share detailed year-end 2025 guid-ance on its earnings call and webcast.<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, capital expenditure requirements, financing requirements<br>and projected financial performance, are forward-looking state-ments. In some cases, these forward-looking statements can<br>be identified by words or phrases such as “may,” “will,” “expect,”<br>“anticipate,” “aim,” “estimate,” “intend,” “plan,” “believe,” “poten-tial,” “continue,” “is/are likely to” or other similar expressions.<br>In addition, these forward-looking statements reflect our cur-rent views with respect to future events and are not a guarantee<br>of future performance. The potential risks and uncertainties that<br>could cause actual results to differ from the results predicted<br>or implied by such statements include, among others, our ability<br>to successfully compete in our sector; to implement our business<br>plans; to continue to successfully capture customers; to continue<br>to successfully obtain required supplies of hardware on accept-able terms; and to obtain further debt or equity financing that<br>may be necessary to achieve our objectives on acceptable terms.<br>Many of these risks and uncertainties depend on the actions<br>Earnings webcast<br>Nebius Group will host a conference call and earnings webcast<br>at 5:00 a.m. Pacific time/8:00 a.m. Eastern time/2:00 p.m. Central<br>European Time on November 11, 2025 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>of third parties and are largely outside of our control. We also con-tinue to be subject to many of the risks and uncertainties included<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, 2024 filed with the U.S. Securities<br>and Exchange Commission (“SEC”) on April 30, 2025, which are<br>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>business, which generated positive adjusted EBITDA in Q3’25.<br>Our investments in Avride and TripleTen resulted in the reported<br>adjusted EBITDA loss for the quarter.
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	12<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/(loss)<br>from continuing operations plus (1) depreciation and amortiza-tion, (2) certain SBC expense, (3) interest expense, (4) income<br>tax expense/(benefit), (5) one-off restructuring and other<br>expenses, less (1) interest income, (2) other income/(loss), net,<br>(3) income/(loss) from equity method investments and (4) gain<br>from revaluation of investment in equity securities.<br>• Adjusted net income/(loss) means U.S. GAAP net income/<br>(loss) from continuing operations plus (1) certain SBC<br>expense, (2) one-off restructuring and other expenses,<br>(3) amortization of debt discount and issuance costs, net<br>of interest expense capitalized less (1) foreign exchange gains<br>and (2) gain from revaluation of investment in equity securi-ties. Tax effects related to the listed adjustments are excluded<br>from 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 certain share-based<br>compensation. In addition, the components of the costs that<br>we exclude in our calculation of the measures described above<br>may differ from the components that our peer companies exclude<br>when they 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 /<br>(loss) exсluding 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>2024 filed with the U.S. Securities and Exchange Commission<br>(“SEC”) on April 30, 2025. In Q2 2025, following the comple-tion of the investment transaction in Toloka, an AI development<br>platform, Nebius ceased to hold majority voting power in Toloka<br>and no longer includes Toloka’s results in Nebius’ consolidat-ed financial statements and reports its stake as equity method<br>investment. The Toloka’s results for prior periods were reclassi-fied to discontinued operations.<br>Certain 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. However, because we settled some<br>RSU equity awards of our employees granted before 2022 in cash<br>during 2024, a portion of stock-based compensation expense for<br>2024 was included in Adjusted EBITDA/(loss).<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 current reporting currency.<br>Foreign exchange gain/(loss) dynamics reflect changes in the U.S.<br>dollar value of monetary assets and liabilities that are denom-inated in other currencies, as well as changes in the functional<br>currencies of foreign subsidiaries’ monetary assets and liabilities<br>that are denominated in currencies different from their respec-tive local currencies. Because foreign exchange fluctuations are<br>outside of our operational control, we believe that it is useful<br>to present Adjusted EBITDA/(loss), adjusted net income/(loss)<br>and related margin measures excluding these effects, in order<br>to provide 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 and other similar one-off expenses.
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	13<br>Amortization of debt discount and issuance costs, net of inter-est expense capitalized<br>We also adjust net income/(loss) for interest expense represent-ing amortization of the debt discount and issuance costs related<br>to our convertible senior notes, net of interest expense capital-ized into cost of our property, plant and equipment. Debt discount<br>represents the accretion of the nominal amount of notes payable<br>at maturity, unless the relevant notes have been earlier repur-chased, redeemed or converted in accordance with their terms.<br>We adjust net income/(loss) for the interest expense recog-nized from amortization of the debt discount and issuance costs<br>due to the significantly different timing of payment in relation<br>to the operating results.<br>The tables at the end of this release provide detailed reconcilia-tions of each non-GAAP financial measure we use from the most<br>directly comparable U.S. GAAP financial measure.
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	Contact investor relations:<br>[email protected]
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