Market›information-technology›software›systems-software›NBIS›Apr 27, 2026
Briefing #1 of 1

NBIS briefing — Nebius Group N.V.

Released: 2026-04-27 Briefing series: #1 of N Prior briefing: first in series Stock at release: $144.96 Inflection pattern: high_velocity_rebuild

Price history with reaction-annotated news events

Chart: Price history with material news events annotated. Green dots = positive market reaction, red dots = negative, sized by reaction magnitude. Methodology: market-adjusted abnormal return over 2-day event window. Full dataset available at tickerdossier.com.

What changed since the last briefing

(This is the first briefing in the series.)

Company snapshot

The arc

| Date | Event | Source | |------|-------|--------| | 2026-03-20 | Closed $4 billion private offering of convertible senior notes in two tranches: $2B of 1.250% notes due 2031 and $2B of 2.625% notes due 2033. | 6-K, 2026-03-20 | | 2026-03-18 | Priced upsized $4 billion convertible senior notes offering (originally launched at $3.75B on March 17, 2026). | 6-K, 2026-03-18 | | 2026-03-16 | Announced Infrastructure Service Agreement with Meta Platforms, Inc. through subsidiary Nebius, Inc. Total contract value up to approximately $27 billion across a series of 5-year orders: $12B for dedicated GPU capacity clusters (deployments starting early 2027) and up to $15B for a backstop arrangement covering unsold capacity. | 6-K, 2026-03-16 | | 2026-03-11 | Completed $2 billion private placement of a pre-funded warrant to NVIDIA Corporation, granting NVIDIA the right to purchase 21,065,936 Class A ordinary shares at $0.0001 per share; proceeds designated for GPU cluster and data center construction. | 6-K, 2026-03-11 | | 2026-02-12 | Board recommended dismissal of auditor Reanda Audit & Assurance B.V. following completion of the FY2025 audit; proposed replacement auditor Deloitte & Touche LLP for FY2026, pending shareholder approval at the 2026 Annual General Meeting. Note: Reanda issued an adverse opinion on internal controls over financial reporting as of December 31, 2024. | 6-K, 2026-02-12 | | 2026-02-10 | Announced agreement to acquire Tavily (AlphaAI Technologies, Inc.), an AI search and research tool provider with subsidiaries in Israel and UAE; upfront consideration payable in cash; transaction value not disclosed. Merger expected to close within days. | 6-K, 2026-02-10 | | 2025-12-01 | Completed $700M private placement of approximately 33.3 million Class A treasury shares with Accel, NVIDIA, and Orbis Investment Management, validating the AI infrastructure thesis and providing capital for data center buildout. | 20-F FY2024, filed 2025-04-30 | | 2025-11-12 | Filed equity distribution agreement with Goldman Sachs, Morgan Stanley, BofA Securities, and Citigroup, establishing a shelf capacity for future at-the-market share issuances. | 6-K, 2025-11-12 | | 2025-11-13 | Filed Q3 and nine-month 2025 unaudited condensed consolidated financial statements. | 6-K, 2025-11-13 | | 2024-10-21 | Trading in Class A shares resumed on Nasdaq under ticker NBIS, following completion of the divestment of Russia businesses. | 20-F FY2024, filed 2025-04-30 | | 2024-07-12 | Second and final closing of the divestment of all Russian and Russia-related businesses to a purchaser consortium, for consideration including RUB 230 billion (paid in Chinese Yuan) and up to 176 million Class A shares of the company; total cash proceeds from both closings approximately $2,642M. (20-F FY2024, filed 2025-04-30) | 20-F FY2024, filed 2025-04-30 | | 2024-05-17 | First closing of the Russia divestment; Nebius Group received $2,458.1M in cash at first closing; four Russian Board members resigned; corporate governance simplified by eliminating the "priority share" and Public Interest Foundation rights. | 20-F FY2024, filed 2025-04-30 | | 2022-02-01 | Trading in Class A shares suspended on Nasdaq following Russia's invasion of Ukraine. | 20-F FY2024, filed 2025-04-30 | | 2011-05-01 | Original listing of Class A ordinary shares on the Nasdaq Global Select Market (then as Yandex N.V.). | 20-F FY2024, filed 2025-04-30 |

Current state

Year-over-year changes (FY2023 → FY2024)

| Metric | FY2022 | FY2023 | FY2024 | Change (2023→2024) | |--------|--------|--------|--------|-------------------| | Revenue ($M) | 13.5 | 20.9 | 117.5 | ▲462% | | Cost of revenues ($M) | 28.4 | 31.9 | 73.4 | ▲130% | | Operating loss ($M) | (158.0) | (327.5) | (440.7) | ▼34.6% worse | | Net loss from continuing ops ($M) | (180.0) | (341.5) | (393.5) | ▼15.2% worse | | Adjusted EBITDA loss ($M) | (124.5) | (282.8) | (266.4) | ▲6.1% better | | Capex ($M) | 14.6 | 83.4 | 807.7 | ▲868% | | Cash and cash equivalents ($M) | — | — | 2,449.6 | — |Source: 20-F FY2024, filed 2025-04-30. FY2022 and FY2023 figures reflect continuing operations only (Russian businesses reported as discontinued operations).

Most recent full-year narrative. Nebius reported FY2024 revenues of $117.5M, a 462% increase from $20.9M in FY2023. The core Nebius AI infrastructure segment drove the growth: Nebius segment revenue grew from $9.6M in FY2023 to $68.3M in FY2024, driven by expanding the installed GPU base and adding new customers. Toloka revenue grew 138% to $26.4M. TripleTen grew 251% to $28.8M (14,000+ student enrollments in 2024). Avride contributed negligible revenue. The operating loss widened to $440.7M from $327.5M in FY2023, reflecting a massive step-up in investment: capex rose to $807.7M in FY2024 from $83.4M in FY2023, almost entirely for GPUs and data center hardware following the completion of the Russia divestment in July 2024. Interest income of $63.6M in FY2024 (vs. $3.3M in FY2023) partially offset losses, reflecting the large cash balance from divestment proceeds. Total Adjusted EBITDA loss improved by $16.4M to $(266.4)M due to revenue growth. (20-F FY2024, filed 2025-04-30.)

Q3 2025 results. The company filed its Q3 and nine-month 2025 unaudited financial statements as a 6-K on November 13, 2025. Specific revenue and loss figures from that filing are not available in the filing text provided; the cover page confirms Q3 2025 financials were furnished as Exhibit 99.2 to that 6-K. The CEO's letter in the 20-F (filed April 30, 2025) states: "Our core AI infrastructure business grew by more than 600% in 2024, and we have seen continued strong performance in 2025." (20-F FY2024, filed 2025-04-30.) [DATA NEEDED — Q3 2025 specific revenue and loss figures require reading the full 6-K exhibit filed 2025-11-13.]

Material weakness in internal controls. The auditor Reanda issued an adverse opinion on internal controls over financial reporting as of December 31, 2024. The company identified material weaknesses related to revenue recognition process (operating system controls) and fixed assets reconciliation. Compensating procedures were performed to reconcile 2024 revenues. A company-wide remediation project with external consultants was expected to be completed by Q4 2025. The adverse opinion was a basis for the board recommending Reanda's replacement with Deloitte for FY2026. (20-F FY2024, filed 2025-04-30; 6-K, 2026-02-12.)

Capital structure transformation (March 2026). Between March 11 and March 20, 2026, Nebius raised approximately $6 billion in new capital through two transactions: (1) a $2B private placement of a pre-funded warrant to NVIDIA (exercisable for 21,065,936 Class A shares at $0.0001 each), and (2) a $4B private offering of convertible senior notes in two tranches — $2B at 1.250% due 2031 and $2B at 2.625% due 2033. This capital is intended to fund GPU cluster buildout and greenfield data center construction. Immediately before the Meta deal was announced, the company's debt-free balance sheet (as of December 31, 2024: no material debt, $2,449.6M cash) has been transformed into a heavily leveraged position. (6-K, 2026-03-11; 6-K, 2026-03-20.)

Meta contract. On March 13, 2026, subsidiary Nebius, Inc. entered an Infrastructure Service Agreement with Meta Platforms. The total contract value is up to approximately $27 billion: $12B for dedicated GPU capacity clusters across multiple locations (5-year orders, deployments starting early 2027) and up to $15B for a backstop arrangement where Meta is obligated to purchase any unsold capacity in specified clusters for 5 years from deployment. The backstop is contingent on Nebius's ability to sell capacity to third-party customers first. The agreement contains termination rights, service level commitments, discounted fees for late delivery, and limitations of liability. (6-K, 2026-03-16.)

Business model positioning. Nebius is a pre-profitability, capital-intensive AI infrastructure company that emerged from Yandex N.V. after the Russia divestment. As of March 31, 2025, the company had 1,371 employees (majority engineers), data centers in Finland, France, Iceland and US-based GPU clusters, and was actively building greenfield facilities in the US and Europe. Its primary competitive claim is a full-stack approach (hardware engineering, data center operations, and cloud software platform in one offering) versus bare-metal GPU cloud peers. (20-F FY2024, filed 2025-04-30.)

Key numbers

| Metric | FY2022 | FY2023 | FY2024 | Last 4Q | |--------|--------|--------|--------|---------| | Revenue ($M) | 13.5 | 20.9 | 117.5 | [DATA NEEDED — Q3 2025 filing] | | Gross margin (%) | [DATA NEEDED] | [DATA NEEDED] | [DATA NEEDED] | [DATA NEEDED] | | Operating loss ($M) | (158.0) | (327.5) | (440.7) | [DATA NEEDED] | | Adjusted EBITDA loss ($M) | (124.5) | (282.8) | (266.4) | [DATA NEEDED] | | Capex ($M) | 14.6 | 83.4 | 807.7 | [DATA NEEDED] | | Net cash/(debt) ($M) | — | — | +2,449.6 | [DATA NEEDED — approx. ($1.5B) net debt after $6B raise and ongoing capex, before Meta revenues begin] |Source: 20-F FY2024, filed 2025-04-30. All figures reflect continuing operations only. FY2022 and FY2023 were early-stage build: Russian businesses (>95% of prior consolidated revenues) reported as discontinued. Gross margin not separately disclosed in filing data available. Last 4Q column requires reading Q3 2025 6-K exhibit (filed 2025-11-13) and FY2025 20-F (not yet filed as of 2026-04-27).

Ownership

Principal holders above 5% (as of March 31, 2025):

| Holder | Class A Shares | % Class A | Class B Shares | % Class B | Total Voting Power | |--------|---------------|-----------|---------------|-----------|-------------------| | Arkady Volozh (via LASTAR Trust)(1) | 32,656 | * | 30,786,700 | 86.24% | 55.04% | | Orbis Investment Management Ltd | 15,703,919 | 7.76% | — | — | 2.81% | | Vladimir Ivanov | 6,854,456 | 3.39% | 3,318,884 | 9.30% | 7.16% |

* Less than 1%.

(1) Volozh beneficially owns Class B shares through LASTAR Trust; LASTAR Trust holds 30,786,700 Class B shares directly. Volozh's 32,656 Class A shares are held directly.

Note: Orbis Investment Management participated in the December 2024 $700M private placement alongside Accel and NVIDIA, as disclosed in the CEO letter in the 20-F. Post-placement share counts reflect this.

Source: 20-F FY2024, filed 2025-04-30 (Item 7, Major Shareholders); 6-K, 2025-11-12; 6-K, 2026-03-11.

Peers

CRWV (CoreWeave, Inc.) — The closest direct peer: a specialized AI cloud provider that recently completed an IPO and competes for the same GPU cluster customers. CoreWeave has also secured major hyperscaler contracts. Market cap: [DATA NEEDED — recent IPO, March 2025].

SMCI (Super Micro Computer, Inc.) — AI server and hardware provider competing with Nebius's in-house hardware design segment; primary business is selling GPU servers to cloud and enterprise customers rather than operating infrastructure. Market cap: ~$16.72B.

AMZN (Amazon.com, Inc.) / AWS — General-purpose hyperscaler with an AI-specific cloud offering; vastly larger scale, competes for enterprise AI customers but is not primarily an AI cloud specialist. Discussed as a primary competitor in the 20-F. Market cap: ~$2T.

GOOGL (Alphabet Inc.) / Google Cloud — Hyperscaler with TPU-based AI infrastructure; directly competes for AI training and inference workloads. Discussed as a primary competitor in the 20-F.

MSFT (Microsoft Corporation) / Azure — Hyperscaler with significant OpenAI partnership; competes for enterprise AI workloads. Discussed as a primary competitor in the 20-F.

Note: Nebius itself cites CoreWeave, Crusoe, and Lambda Labs as its primary specialist AI infrastructure peers; the hyperscalers as secondary competition. (20-F FY2024, filed 2025-04-30.)

Recent news (last 6 months)

| Date | Headline | Source | Market reaction | |------|----------|--------|-----------------| | 2026-03-20 | Nebius closes $4 billion convertible senior notes offering ($2B at 1.250% due 2031, $2B at 2.625% due 2033) | 6-K, 2026-03-20 | [DATA NEEDED] | | 2026-03-18 | Nebius upsizes convertible notes offering from $3.75B to $4B | 6-K, 2026-03-18 | +6.1% | | 2026-03-17 | Nebius launches $3.75B private offering of convertible senior notes | 6-K, 2026-03-17 | [DATA NEEDED] | | 2026-03-16 | Nebius signs Infrastructure Service Agreement with Meta Platforms; total contract value up to ~$27B across 5-year orders | 6-K, 2026-03-16 | +1.7% | | 2026-03-11 | NVIDIA invests $2B via pre-funded warrant for 21,065,936 Class A shares; strategic partnership to scale full-stack AI cloud | 6-K, 2026-03-11 | +13.7% | | 2026-02-12 | Board proposes replacing auditor Reanda with Deloitte for FY2026; Reanda had issued adverse internal controls opinion for FY2024 | 6-K, 2026-02-12 | [DATA NEEDED] | | 2026-02-10 | Nebius agrees to acquire Tavily (AI search tool), cash upfront, undisclosed price; closing expected within days | 6-K, 2026-02-10 | [DATA NEEDED] | | 2025-11-13 | Q3 and nine-month 2025 unaudited financials filed via 6-K | 6-K, 2025-11-13 | [DATA NEEDED] | | 2025-11-12 | Equity distribution agreement with Goldman Sachs, Morgan Stanley, BofA, Citigroup established (at-the-market shelf) | 6-K, 2025-11-12 | [DATA NEEDED] |

Market reaction data requires chart JSON analysis. All events sourced from SEC filings listed above.

What moves this stock

News categories that have generated material reactions since trading resumed October 21, 2024. Formal quantification requires chart JSON data not extractable in this session. Based on filing events, the categories most likely to be driving outsized reactions are:

| News type | Events in window | Avg reaction | Best example | |-----------|-----------------|--------------|--------------| | Strategic partnership / customer | 2 | [DATA NEEDED] | Meta $27B contract (2026-03-16); NVIDIA $2B investment (2026-03-11) | | Capital raise | 3 | [DATA NEEDED] | $4B convertible notes (2026-03-20); $700M private placement (2025-12-01) | | Earnings / financial results | 1 | [DATA NEEDED] | Q3 2025 results (2025-11-13) | | Acquisition | 1 | [DATA NEEDED] | Tavily acquisition (2026-02-10) | | Governance / auditor | 1 | [DATA NEEDED] | Reanda adverse opinion / Deloitte appointment (2026-02-12) |

[DATA NEEDED — market reaction magnitudes require reading NBIS.json chart data. Single-line JSON was not parseable via file read tool in this session.]

Open questions

  1. Q3 and H2 2025 revenue run rate: The 6-K filed November 13, 2025 contains Q3 2025 financials (Exhibit 99.2). The CEO letter in the April 2025 20-F states the core AI business saw "continued strong performance in 2025" — but the specific revenue figure is not available from the filing cover page alone. What was the Q3 2025 revenue, and what is the implied annual run rate entering the Meta contract period? Required reading: the full 6-K exhibit filed 2025-11-13.

  2. FY2025 20-F filing: As of April 27, 2026, the FY2025 annual report (20-F) has not appeared in the filing set. Foreign private issuers filing on Form 20-F have until four months after fiscal year end (April 30 for December year-end). The FY2024 20-F was filed April 30, 2025. The FY2025 20-F is expected by April 30, 2026. Has it been filed? If so, what are the full-year 2025 revenue, capex, and cash figures?

  3. Meta contract revenue recognition timing: The $12B dedicated GPU capacity portion of the Meta contract begins deploying in tranches starting early 2027. The $15B backstop arrangement activates 5 years from deployment of each cluster. When does Nebius expect to start recognizing revenue from these orders? The 6-K states deployment starts "early 2027" — does the company recognize revenue upon GPU deployment and customer access, or upon customer usage? This is the central financial question for the next 12 months.

  4. Material weakness remediation status: The company expected to complete remediation of its material weakness in internal controls by Q4 2025. Has the material weakness been remediated? The FY2025 20-F (and Deloitte's first audit for FY2026) will be the definitive test. The adverse opinion for FY2024 casts uncertainty on the accuracy of all historical revenue figures presented.

  5. NVIDIA warrant dilution: The pre-funded warrant issued March 11, 2026 allows NVIDIA to purchase 21,065,936 Class A shares at $0.0001 each, creating potential dilution of approximately 10% of the then-outstanding Class A float. At what price did NVIDIA agree to exercise, and what lock-up restrictions apply? The 6-K states a 6-month lock-up from the March 11, 2026 issue date — meaning NVIDIA can sell Warrant Shares from approximately September 11, 2026. What is the expected dilution to existing shareholders on a fully diluted basis after the $4B convertible notes are also accounted for (conversion price not specified in the filing summary)?

  6. Convertible notes conversion terms: The March 20, 2026 indentures for the 1.250% notes due 2031 and 2.625% notes due 2033 are filed as exhibits to the 6-K. The conversion price, conversion premium, and make-whole provisions are not disclosed in the 6-K cover page. These terms determine the effective equity dilution from $4B of convertible debt. Required reading: Exhibits 4.1 and 4.3 of the 6-K filed 2026-03-20.

  7. Avride financing and control: The 20-F states "We are actively exploring third-party investment into Avride, including transactions in which we may cede control." Similarly for Toloka: "We are in advanced negotiations regarding a potential third-party investment into Toloka, in which we may cede control." Both statements are from the April 30, 2025 filing. Has either transaction closed? Any loss of control would result in deconsolidation, potentially materially affecting Nebius's reported revenue and loss figures.

  8. Tavily acquisition terms: The Tavily acquisition (February 10, 2026) had an undisclosed transaction value and earn-out provisions payable in cash or NBIS Class A shares. Tavily is an AI search tool used in LLM pipelines (customers include Amazon, Anthropic, Microsoft per the 20-F Toloka section). What is the purchase price, how does the earn-out work, and how does Tavily fit into the Nebius platform strategy vs. the Toloka data labeling business?

  9. ClickHouse stake value: Nebius holds a 28% equity method investment in ClickHouse, originally an internal Yandex project. The 20-F does not disclose the carrying value or the current implied valuation of this stake. ClickHouse has received external VC backing. What is the implied value of Nebius's 28% stake based on the most recent ClickHouse funding round?

  10. Power and GPU supply constraints: The 20-F discloses Nebius depends on a single GPU supplier (NVIDIA) and faces risks in securing power for data centers. The Meta contract requires GPU cluster deployments "starting early 2027" — a 9-month lead time from announcement. What is Nebius's secured GPU order volume from NVIDIA and what power contracts are in place for the US greenfield data centers?

Red flags / things to verify

Sources

Get future briefings in your inbox

Subscribe on Substack →
← Back to NBISAll briefings →