NBIS 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

August 26, 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 ¨

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ¨

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ¨

INCORPORATION BY REFERENCE

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(File No. 333-286934), including any prospectuses forming a part of such Registration Statements, to the extent not superseded by documents or reports subsequently filed or furnished.

Furnished as Exhibit 99.1 to this Report on Form 6-K is a press release dated August 26, 2026, announcing the results of the matters proposed at the Nebius Group N.V. (the “Company”) Annual General Meeting of Shareholders.

INDEX TO EXHIBITS

99.1	Press release dated August 26, 2026, announcing the results of the matters proposed at the Company’s Annual General Meeting of Shareholders.

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: August 26, 2026	By:	/s/ Nathalie Van Wiggen
		Nathalie van Wiggen
		Company Secretary

EXHIBIT 99.1

Nebius Group N.V. announces results of its Annual General Meeting

Amsterdam, the Netherlands — August 26, 2026 — Nebius Group N.V. (the “Company”; NASDAQ: NBIS), the AI cloud company, today announced that all resolutions proposed at the Annual General Meeting of the Company (the “AGM”), held on August 25, 2026, have been adopted.

The total number of Class A shares eligible to vote at the AGM was 238,402,543, with a total of 238,402,543 voting rights; the total number of Class B shares eligible to vote at the AGM was 33,455,053, with a total of 334,550,530 voting rights. Each Class A share carries one vote; each Class B share carries ten votes. The Class A shares and Class B shares voted together as a single class on all matters at the AGM.

Results of the AGM

Below are the results of each proposal presented to the AGM:

Item 1: Extension of term to prepare 2025 Accounts

Number of Votes<br>For		Number of Votes<br>Against		Number of Votes<br>Abstained
	399,009,899		119,540		3,950,754

Item 2: Adoption of the 2025 Accounts

Number of Votes<br>For		Number of Votes<br>Against		Number of Votes<br>Abstained
	399,035,668		93,281		3,951,244

Item 3: Discharge of the Board for liabilities to the Company

Number of Votes<br>For		Number of Votes<br>Against		Number of Votes<br>Abstained
	397,925,569		1,028,935		4,125,689

Item 4: Re-appointment of Arkady Volozh as an Executive Director

Number of Votes<br>For		Number of Votes<br>Against		Number of Votes<br>Abstained
	377,275,928		21,732,302		4,071,963

Item 5: Re-appointment of Ophir Nave as an Executive Director

Number of Votes<br>For		Number of Votes<br>Against		Number of Votes<br>Abstained
	381,408,394		16,914,465		4,757,334

Item 6: Re-appointment of John Boynton as a Non-Executive Director

Number of Votes<br>For		Number of Votes<br>Against		Number of Votes<br>Abstained
	371,282,505		27,776,619		4,021,069

Item 7: Re-appointment of Elena Bunina as a Non-Executive Director

Number of Votes<br>For		Number of Votes<br>Against		Number of Votes<br>Abstained
	380,548,008		18,493,024		4,039,161

Item 8: Re-appointment of Arne Grimme as a Non-Executive Director

Number of Votes<br>For		Number of Votes<br>Against		Number of Votes<br>Abstained
	397,291,738		1,090,960		4,697,495

Item 9: Re-appointment of Kira Radinsky as a Non-Executive Director

Number of Votes<br>For		Number of Votes<br>Against		Number of Votes<br>Abstained
	388,247,361		10,099,710		4,733,122

Item 10: Re-appointment of Charles Ryan as a Non-Executive Director

Number of Votes<br>For		Number of Votes<br>Against		Number of Votes<br>Abstained
	378,168,056		20,169,090		4,743,047

Item 11: Re-appointment of Matthew Weigand as a Non-Executive Director

Number of Votes<br>For		Number of Votes<br>Against		Number of Votes<br>Abstained
	397,288,530		1,093,825		4,697,838

Item 12: Appointment of Auditors

Number of Votes<br>For		Number of Votes<br>Against		Number of Votes<br>Abstained
	402,937,752		59,723		82,718

Item 13: Designation of the Board of Directors as the competent body to issue Class A Shares up to an additional 20% of the issued share capital (excluding Class C Shares) of the Company from time to time for a period of five years from the AGM Date

Number of Votes<br>For		Number of Votes<br>Against		Number of Votes<br>Abstained
	375,374,419		23,704,865		4,000,909

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Item 14: Designation of the Board of Directors as the competent body to exclude pre-emptive rights of the existing shareholders in respect of the issue of Class A Shares for a period of five years from the AGM Date

Number of Votes<br>For		Number of Votes<br>Against		Number of Votes<br>Abstained
	369,944,562		29,062,939		4,072,692

Item 15: Authorization of the Board of Directors for a period of 18 months to repurchase shares in the capital of the Company up to 20% of the issued share capital from time to time, in the case of Class A shares, against a purchase price equal to the market price on the Nasdaq Global Select Market of the Class A shares at the time of repurchase

Number of Votes<br>For		Number of Votes<br>Against		Number of Votes<br>Abstained
	376,763,782		22,287,322		4,029,089

Item 16: Cancellation of 2,243,621 Class C shares of the Company held in treasury

Number of Votes<br>For		Number of Votes<br>Against		Number of Votes<br>Abstained
	398,989,648		138,881		3,951,664

For further information, please visit https://nebius.com/shareholder-meetings.

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

For more information please visit www.nebius.com.

Media kit nebius.com/media-kit.

Contacts

Media relations: [email protected]

Investor relations: [email protected]

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