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 7, 2025

NEBIUS GROUP N.V.

Schiphol Boulevard 165

1118 BG, Schiphol, the Netherlands.

Tel: +31 202 066 970

(Address, Including ZIP Code, and TelephoneNumber,

Including Area Code, of Registrant’s PrincipalExecutive Offices)

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

Form 20-Fx          Form 40-F¨

INFORMATION CONTAINED IN THIS REPORT ON FORM 6-K

Quarterly Financial Information

Furnished as Exhibit 99.1 to this Reporton Form 6-K is a press release of Nebius Group N.V. (the “Company”) dated August 7, 2025, announcing theCompany’s unaudited consolidated financial results for the second quarter ended June 30, 2025.

Furnished as Exhibit 99.2 to this Reporton Form 6-K is a Letter to Shareholders of the Company dated August 7, 2025.

INDEX TO EXHIBITS

SIGNATURES

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

Exhibit 99.1

Nebius reportssecond quarter financial results

and raises ARRguidance for 2025

Amsterdam, August 7, 2025– Nebius Group N.V. (NASDAQ: NBIS), a leading AI infrastructure company, today announced its unaudited financial results for thesecond quarter ended June 30, 2025.

“Nebius is continuing to deliverexceptional results,” said founder and CEO Arkady Volozh. “In Q2 we more than doubled revenue from the previous quarter,and our core business achieved positive Adjusted EBITDA ahead of plan. Because of this strong momentum, we are increasing our annualizedrun-rate revenue (ARR) outlook for the year to $900 million to $1.1 billion.

“Demand for AI infrastructure— compute, software and services — is only going to get stronger as use cases multiply. We are aggressively scaling up capacityto capture this substantial opportunity and are in the process of securing more than 1 GW of power by the end of 2026.”

Nebius today also published Arkady Volozh’squarterly letter to shareholders, which can be found on the Company’s investor relations site at group.nebius.com/investor-hub.

Q2 2025 Financial Highlights

Consolidated results ^{(2), (3)}

Selected consolidated cash flow data

OutstandingShares; Equity Awards

The total number of shares issuedand outstanding as of June 30, 2025 was 238,705,092, including 203,006,418 Class A shares and 35,698,674 Class B shares,and excluding 123,335,852 Class A shares held in treasury.

As of June 30,2025, there were also outstanding employee share options to purchase up to an additional 7.5 millionshares, at a weighted average exercise price of $87.83 per share; unvested restricted share units (RSUs) covering approximately 6.7 millionshares. In addition, the Company has outstanding awards in respect of the Avride business for 6.8 million shares (representing approximately17.0% of the fully diluted shares in Avride), 2.7 million of which were fully vested.

Webcast information

Nebius Group’s management willhold an earnings webcast on August 7, 2025 at 8:00 AM (EDT) / 5:00 AM (PDT) / 2:00 PM (CET).

To register to participate in the conferencecall, or to listen to the live audio webcast, please visit Nebius’s Investor Relations website at group.nebius.com/investor-hub.

Contacts

About Nebius

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

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

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

TheGroup also holds equity stakes in other businesses including ClickHouse and Toloka.

Moreinformation can be found at https://group.nebius.com.

FORWARD-LOOKING STATEMENTS

This document contains forward-lookingstatements 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 requirementsand projected financial performance, are forward-looking statements. In some cases, these forward-looking statements can be identifiedby 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 viewswith respect to future events and are not a guarantee of future performance. The potential risks and uncertainties that could cause actualresults to differ from the results predicted or implied by such statements include, among others, our ability to successfully competein our sector; to implement our business plans; to continue to successfully capture customers; to continue to successfully obtain requiredsupplies of hardware on acceptable terms; and to obtain further debt or equity financing that may be necessary to achieve our objectiveson 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 “Operatingand Financial Review and Prospects” in our Annual Report on Form 20-F for the year ended December 31, 2024 filed withthe U.S. Securities and Exchange Commission (“SEC”) on April 30, 2025, which are available on our investor relationswebsite 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 “webelieve” and similar statements reflect our beliefs and opinions on the relevant subject. These statements are based upon informationavailable 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 exhaustiveinquiry into, or review of, all potentially available relevant information. These statements are inherently uncertain, and investorsare cautioned not to unduly rely upon these statements.

Disclaimer

Links to third-party websites are providedfor informational purposes only; Nebius is not responsible for the content contained on or accessible through the linked sites.

USE OF NON-GAAP FINANCIAL MEASURES

To supplement the financial informationprepared and presented in accordance with U.S. GAAP, we present the following non-GAAP financial measures: Adjusted EBITDA/(loss) andAdjusted net income/(loss). The presentation of these financial measures is not intended to be considered in isolation or as a substitutefor, or superior to, the financial information prepared and presented in accordance with U.S. GAAP. For more information on these non-GAAPfinancial 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 useas follows:

These non-GAAP financial measures areused by management for evaluating financial performance as well as decision-making. Management believes that these metrics reflect theorganic, core operating performance of the company, and therefore are useful to analysts and investors in providing supplemental informationthat helps them understand, model and forecast the evolution of our operating business.

Although our management uses these non-GAAPfinancial measures for operational decision-making and considers these financial measures to be useful for analysts and investors, werecognize that there are a number of limitations related to such measures. In particular, it should be noted that several of these measuresexclude some recurring costs, particularly certain share-based compensation. In addition, the components of the costs that we excludein our calculation of the measures described above may differ from the components that our peer companies exclude when they report theirresults of operations.

Below we describe why we make particularadjustments to certain U.S. GAAP financial measures:

Net income/(loss) from discontinuedoperations

We present Adjusted EBITDA/(loss) andAdjusted net income / (loss) excluding any effects of our discontinued operations.

Information on our discontinued operationsis disclosed in our Annual Report on Form 20-F for the year ended December 31, 2024 filed with the U.S. Securities and ExchangeCommission (“SEC”) on April 30, 2025. In Q2 2025 following the completion of the investment transaction in Toloka, anAI 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 werereclassified to discontinued operations.

Certain SBC expense

SBC (Stock-Based Compensation) is asignificant expense item and an important part of our compensation and incentive programs. As it is highly dependent on our share priceat the time of equity award grants, we believe that it is useful for investors and analysts to see certain financial measures excludingthe impact of these charges in order to obtain a clearer picture of our operating performance. However, because we settled some RSU equityawards of our employees granted before 2022 in cash during 2024, a portion of stock-based compensation expense for 2024 was includedin Adjusted EBITDA/(loss).

Foreign exchange gains/(losses)

The functional currency of Nebius GroupN.V. is the United States Dollar, which is also the Group’s current reporting currency. Foreign exchange gain/(loss) dynamics reflectchanges in the U.S. dollar value of monetary assets and liabilities that are denominated in other currencies, as well as changes in thefunctional currencies of foreign subsidiaries' monetary assets and liabilities that are denominated in currencies different from theirrespective local currencies. Because foreign exchange fluctuations are outside of our operational control, we believe that it is usefulto present Adjusted EBITDA/(loss), adjusted net income/(loss) and related margin measures excluding these effects, in order to providegreater clarity regarding our operating performance.

One-off restructuring and other expenses

We believe that it is useful to presentAdjusted 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-offexpenses.

Amortization of debt discount andissuance costs

We also adjust net income/(loss) forinterest expense representing amortization of the debt discount and issuance costs related to our convertible senior notes due 2029 and2031 issued in Q2 2025. Debt discount represents the accretion of the nominal amount of notes payable at maturity, unless the relevantnotes have been earlier repurchased, redeemed or converted in accordance with their terms. We adjust net income/(loss) for the interestexpense recognized from amortization of the debt discount and issuance costs due to the significantly different timing of payment inrelation to the operating results.

The tables at theend of this release provide detailed reconciliations of each non-GAAP financial measure we use from the most directly comparable U.S.GAAP financial measure.

Nebius Group N.V.

Unaudited Condensed Consolidated Balance Sheets

(in millions of U.S. dollars)

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

Nebius Group N.V. 

Unaudited Condensed Consolidated Statementsof Operations 

(in millions of U.S. dollars)

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

Nebius Group N.V.

RECONCILIATIONS OF NON-GAAPFINANCIAL MEASURES 

TO THE NEAREST COMPARABLE U.S. GAAP MEASURES

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

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

Exhibit 99.2

Nebius Group

Shareholder Letter

Q2 2025

August 7, 2025

Introduction

Fellow shareholders,

These are exciting times. With AI developingat pace, we stand at the brink of the next great leap in technology. To achieve this, we need to build entirely new infrastructure forAI. This is a great challenge for the next decade and beyond.

Outside of a handful of big tech companies,only a few newcomers have both the technological expertise and the multi-billion-dollar scale to play in this field. Nebius is one ofthem.

Demand is continuing to grow rapidlyas frontier AI labs build more LLMs, thousands of new AI-native startups develop ever greater numbers of applications, and large enterprisesincorporate AI into critical workstreams. We expect the fundamental trends in our space to continue to drive growth for years to come.

Nebius is a recognized leader in AIinfrastructure — across compute, software and services — and we are positioning the company to win.

In our most recent quarter, we had anumber of important accomplishments:

We continued to deliver exceptionalresults across the board.

As a result of this strong momentum,we are raising our annualized run-rate revenue outlook for the year end from $750 million-$1.0 billion to $900 million-$1.1 billion.

We are aggressively scaling capacityand targeting 1 GW of power in 2026.

We continued to expand and diversifyour customer base.

We made significant enhancementsto our cloud platform and customer experience. These enhancements are designed to provide customers with greater performance, improvedreliability and better flexibility, including:

We continued to grow our ecosystem.

We are in the midst of a once-in-a-generationopportunity.

Demand for AI infrastructure —compute, software and services — is only going to get stronger.

Looking forward, we are fortunate tohave multiple levers to finance our aggressive growth plans. To date, we have secured more than $4 billion in capital. Our strong balancesheet provides us with a wide range of potential financing options to support our ambitions. Furthermore, we believe that our portfolioof businesses and equity investments should provide us with additional billions of dollars in incremental capital over time, enablingus to continue investing in our core business.

I’d like to thank our employeesfor their contributions to our current success, and to our shareholders for their continued support.

Sincerely,

Arkady Volozh

Group Business Update

Nebius

Driving Scale

We plan to have 220 MW of power connectedto our data centers by the end of this year.

At the end of Q2, our footprint spannedfive active locations globally. In addition, we announced plans to launch in the UK and Israel later this year to support local AI developmentstrategies and create new opportunities for British and Israeli businesses, researchers and public sectors. By the end of this year,we will operate seven AI clusters in six countries across Europe, the US and the Middle East, making us one of the largest independentAI infrastructure builders globally. We expect to have 220 MW of connected power, which includes both active power and power that isfully provisioned in our data centers and can be activated immediately upon GPU installation.

United States

Strong demand continues to outpace capacityin the US as AI use-cases multiply. In light of the current market demand, coupled with capacity constraints, we are continuing to significantlygrow our US capacity in 2025.

Europe & Middle East

Europe and the Middle East are largeand thriving AI markets, with significant venture capital funding for AI startups and a growing number of scaled enterprises seekingto leverage AI to power their products and processes. Nebius continued to expand its global capacity footprint during the quarter, cementingour strong positions in both regions.

Expanding & Diversifyingour Customer Base

Our full-stack AI Cloud offering,brand and partnership efforts, coupled with our sales execution, are starting to deliver strong results.

Q2 was an important turning point forour business. We continued to make strong progress with our core base of AI native tech startups, and also started to add new enterpriselogos like Cloudflare, Prosus and Shopify. Customers are taking note of our differentiated offering, our 24/7 customer and technicalsupport, and our ability to build products and tools tailored to our customers’ needs.

In Q2, we remained a top neocloud providerfor native AI tech startups, such as HeyGen, Lightning.AI, Photoroom, and many others.

We also continue to serve customersacross a broad range of industries, including financial services, life sciences, media & entertainment and technology.

Notably, Shopify recently discussedat length how they are using AI in their business, and how Nebius helps power their AI infrastructure needs. Read their insightful bloghere.

Elevating Cloud Experience

Our AI Cloud is a growing and differentiatedplatform.

From high-performance compute and orchestration(Slurm, Kubernetes) to ML operations, scalable storage, and a growing ecosystem of third-party AI tools, Nebius continues to lead asa full-stack AI cloud platform.

Our AI-native architecture gives customersthe flexibility of Infrastructure-as-a-Service (IaaS) with the velocity of Platform-as-a-Service (PaaS), and our momentum this quarterreflects the growing demand for performant, production-grade infrastructure that scales with their ambition.

The vast majority of our contractedcustomers use our AI Cloud because we provide mission-critical software and services that provide them with the applications and toolsthey need to manage and grow their AI workloads.

This quarter, we launched NebiusAI Cloud v3, which delivered a set of infrastructure and software upgrades focused on performance optimization, scheduling efficiency,system reliability, and customer flexibility at scale.

Setting new standards in performance

We continue to be a leader in infrastructureperformance. In our latest MLPerf® Training v5.0 submission, we achieved top-tier speed and scalability. Our benchmarks showed near-linearscaling – a ~2x speedup when doubling from 64 to 128 nodes – a reflection of the powerful performance and efficiency of theNebius infrastructure.

Complementing this, we shipped topology-awarejob scheduling across multiple frameworks (Slurm, Kubernetes, Volcano, Kueue). We also integrated NVIDIA Topograph to streamline topologydata ingestion.

Additionally, our ISEG2 system ranked#13 in the June 2025 TOP500 list of the world’s fastest supercomputers, and #1 in Europe among commercially available systems.

Reliability at scale

We pushed our infrastructure reliabilityto new heights, significantly increasing Mean Time Before Failure (MTBF) to 168,000 GPU hours per week for a 3,000-GPU cluster. Thisis the result of multiple improvements:

Expanding flexibility and customerchoice

To simplify data onboarding and broadensupport for diverse architectures, we launched:

Accelerating our inference platform

Over the next several years, we believeinference has the potential to become a bigger opportunity than training, as more companies bring AI solutions at scale into their businesses.

We support AI-centric integratedsoftware vendors and enterprises that are applying AI in critical workflows with our fully vertically integratedinference-as-a-Service product. To do this, we are building an enterprise-grade platform that enables the deployment and scaling ofopen-source AI models like Llama, Qwen, DeepSeek, Flux, OpenAI’s new models, and others, with high performance and reliabilityon our dedicated infrastructure, giving full control in a unified API.

Our platform runs on top of Nebius’proven, scaled infrastructure to solve the biggest pain points in production AI: unpredictable latency, GPU bottlenecks, and expensive,inflexible platforms.

Roman Chernin, our Chief Business Officer,will now focus on new business innovation, starting with scaling our Inference-as-a-Service platform. We have a shared commitment toscaling inference into a key pillar of the business and to capture its significant market potential.

Expanding Our Ecosystem

We continued to expand our reachand drive brand affinity and awareness through strategic partnerships that strengthen our platform, increase visibility, and broadenour global presence.

We deepened our collaboration with NVIDIAby expanding our integrations with NVIDIA’s accelerated computing platform, including support for the NVIDIA AI Enterprise softwarestack. In parallel, we added new integrations that make Nebius infrastructure more accessible to developers and researchers:

Avride

Expanded robotic delivery use casesacross multiple geographies.

Avride continued to scale its autonomousdelivery operations. In the US, robots delivered Uber Eats orders from restaurants across Jersey City, Dallas and Austin. The businessalso piloted a grocery delivery use case from an H-E-B supermarket, one of Texas’s largest grocery chains. Restaurant deliveryoperations also continued at The Ohio State University through a partnership with Grubhub, launched in early 2025.

In Japan, Avride partnered with MitsuiFudosan to deploy robots at the country’s largest outlet mall. Robots deployed as part of this pilot are tasked with handling warehouse-to-storelogistics, such as delivering packing materials to stores and routing packed items to central pickup points for delivery.

Advanced preparations for autonomousride-hailing launch in Dallas.

In Q2, Avride continued fleet testingin Dallas in preparation for its commercial launch with Uber later in 2025. Testing focuses on real-world operating conditions to validatesafety and performance. The fleet includes Ioniq autonomous vehicles developed in partnership with Hyundai, with Avride responsible forsoftware development and systems integration.

TripleTen

Strong growth in student enrollmentdriving revenue.

TripleTen continued to deliver stronggrowth, supported by a quarter-over-quarter enrollment increase of approximately 6,000 new learners and growth in average revenue percheck. These trends reflect sustained demand across core markets, including the US and Latin America. Customer acquisition remained efficient,supported by continued referral-driven enrollments and sales team productivity.

Driving learning outcomes with afocus on margins.

TripleTen further leveraged AI-basedtools to improve learning outcomes while optimizing operational efficiency. The integration of AI Tutor contributed to a nearly 35% increasein project completion rates, while reducing costs associated with reliance on manual instruction. To support strong placement outcomes,TripleTen expanded job support services with no impact to cost. This included introducing career preparation earlier in the learner journey,doubling externship participation, and adding CV placement specialists to improve interview conversion. In Q2, TripleTen also launcheda new AI Automation course as part of its broader effort to stay ahead of emerging workforce demands.

Toloka and ClickHouse

In addition to our smaller businessunits, we own equity stakes in both Toloka and ClickHouse.

Toloka

In May, Toloka raised capital from leadinginvestors Bezos Expeditions and Mikhail Parakhin, as well as Nebius. In connection with this transaction, Nebius Group’s votingshare in Toloka dropped below 50%, giving the Toloka team more autonomy to grow and scale their business. Nebius continues to own a significantmajority economic stake in the business and intends to continue to support its growth and success. Our remaining stake in Toloka is accountedfor under the equity method.

ClickHouse

ClickHouse is an open-source databaseplatform, which we originally spun out in 2021. We currently own a minority equity stake in ClickHouse, and participated in the company’smost recent fundraising round.

Committed to Scaling Sustainably

Nebius published its 2024 sustainability report, underscoring howsustainability delivers wins for the business, customers and society more broadly.

The report – Nebius’s first prepared with reference tothe European Sustainability Reporting Standards – outlines how sustainability is embedded in our core strategy. It demonstrateshow this focus translates directly into competitive advantages, including operational cost leadership through energy efficiency, readinessfor evolving regulatory requirements, and differentiation in an increasingly sustainability-conscious market.

In the reporting year, we achieved approximately 20% lower total costof ownership through infrastructure efficiencies, including resilient hardware design and advanced energy-saving solutions. Our custom-designedservers alone saved 10 GWh of energy compared to off-the-shelf alternatives. Additionally, our data center in Finland covered 65% of thelocal municipality’s heating needs through heat recovery, while operating cooling systems without water or refrigerants.

In total, 94% of the electricity we consumed came from low-carbon sources,resulting in an emissions intensity of just 0.04 tCO₂-eq/MWh – among the lowest in the tech sector and reflecting our commitmentto sustainable, climate-responsible operations.

For more information, please see our 2024 Sustainability Report atnebius.com/sustainability.

Financial Update

Note: Comparisons refer to the year-over-year changes from Q2’24to Q2’25, unless otherwise indicated. Toloka results have been reclassified to discontinued operations in the current and prior-yearperiods.

Revenue

Group revenue was $105.1 million, up 625% and up 106% quarter-over-quarterexcluding Toloka’s results, which have been reclassified to discontinued operations.

Operating expense

Cost of revenue was $30.1 million, up 291%, representing 29%of revenue, down from 53% in Q2 2024. The decline as percentage of revenue was primarily driven by the scaling of our core AI infrastructurebusiness.

Product development expenses were $42.8 million, up 34%, representing41% of revenue, a significant decline from the 221% of revenue reported in Q2’24. The dollar increase in product development expenseswas primarily driven by the expansion of our engineering teams.

Sales, general and administrative expenses were $68.2 million,down 10%, representing 65% of revenue, which was down from 521% of revenue in Q2’24. In Q2’24 we incurred significant consulting,legal and professional fees which were incremental to our main operating activities. Excluding these incremental expenses, SG&A inQ2’25 increased from Q2’24 due to higher share-based compensation expenses.

Depreciation and amortization expenses (“D&A”)for the group were $75.2 million compared to $11.4 million in the prior year period, or 72% of revenue for the period, down from 79% inQ2’24. The key driver of the dollar increase in D&A expenses was the significant ramp-up in investments in GPU-related capitalexpenditures and related data center hardware for the core AI infrastructure business. We depreciate our hardware over a four-year periodwhich we believe is conservative when compared to some other cloud providers.

Adjusted EBITDA

The Group's adjusted EBITDA loss was $21.0 million in Q2’25,representing a $37.1 million year-to-year improvement. This was driven primarily by the growth of our core business, which generated positiveadjusted EBITDA in Q2’25. Our investments in Avride and TripleTen resulted in an adjusted EBITDA loss for the quarter.

Capital Expenditures

In Q2, our capital expenditures were $510.6 million, primarily drivenby purchases of GPUs and GPU-related hardware, and our data center expansion activities.

Guidance

The company will share detailed guidance on its Q2 2025 earnings call.

Earnings webcast

Nebius Group will host a conference call and earnings webcast at 5:00a.m. Pacific time/8:00 a.m. Eastern time/2:00 p.m. Central European Time on August 7, 2025 to discuss these financialresults. To register to participate in the conference call, or to listen to the live audio webcast, please visit Nebius’s InvestorRelations website at group.nebius.com/investor-hub.

A replay will be available on the same website following the call.

Forward-looking statements

This document contains forward-looking statements that involve risksand uncertainties. All statements contained or implied other than statements of historical facts, including, without limitation, statementsregarding our business plans, market opportunities, capital expenditure requirements, financing requirements and projected financialperformance, are forward-looking statements. In some cases, these forward-looking statements can be identified by words or phrases suchas “may,” “will,” “expect,” “anticipate,” “aim,” “estimate,”“intend,” “plan,” “believe,” “potential,” “continue,” “is/are likelyto” or other similar expressions. In addition, these forward-looking statements reflect our current views with respect to futureevents and are not a guarantee of future performance. The potential risks and uncertainties that could cause actual results to differfrom the results predicted or implied by such statements include, among others, our ability to successfully compete in our sector; toimplement our business plans; to continue to successfully capture customers; to continue to successfully obtain required supplies ofhardware on acceptable terms; and to obtain further debt or equity financing that may be necessary to achieve our objectives on acceptableterms. Many of these risks and uncertainties depend on the actions of third parties and are largely outside of our control. We also continueto be subject to many of the risks and uncertainties included under the captions “Risk Factors” and “Operating andFinancial Review and Prospects” in our Annual Report on Form 20-F for the year ended December 31, 2024 filed with theU.S. Securities and Exchange Commission (“SEC”) on April 30, 2025, which are available on our investor relations websiteat 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 statementsreflect our beliefs and opinions on the relevant subject. These statements are based upon information available to us as of the date ofthis document, and while we believe such information forms a reasonable basis for such statements, such information may be limited orincomplete, and our statements should not be read to indicate that we have conducted an exhaustive inquiry into, or review of, all potentiallyavailable 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 purposesonly; Nebius is not responsible for the content contained on or accessible through the linked sites.

Use of Non-GAAP financial measures

To supplement the financial information prepared and presented in accordancewith U.S. GAAP, we present the following non-GAAP financial measures: Adjusted EBITDA/(loss) and Adjusted net income/(loss). The presentationof these financial measures is not intended to be considered in isolation or as a substitute for, or superior to, the financial informationprepared and presented in accordance with U.S. GAAP. For more information on these non-GAAP financial measures, please see the tablescaptioned “Reconciliations of non-GAAP financial measures to the nearest comparable U.S. GAAP measures”, included followingthe accompanying financial tables. We define the various non-GAAP financial measures we use as follows:

These non-GAAP financial measures are used by management for evaluatingfinancial performance as well as decision-making. Management believes that these metrics reflect the organic, core operating performanceof the company, and therefore are useful to analysts and investors in providing supplemental information that helps them understand, modeland forecast the evolution of our operating business.

Although our management uses these non-GAAP financial measures foroperational decision-making and considers these financial measures to be useful for analysts and investors, we recognize that there area number of limitations related to such measures. In particular, it should be noted that several of these measures exclude some recurringcosts, particularly certain share-based compensation. In addition, the components of the costs that we exclude in our calculation of themeasures 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 net loss excluding any effects of our discontinuedoperations.

Information on our discontinued operations is disclosed in our AnnualReport 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, Nebiusceased to hold majority voting power in Toloka and no longer include Toloka’s results in Nebius’ consolidated financial statementsand 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 animportant 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 orderto obtain a clearer picture of our operating performance. However, because we settled some RSU equity awards of our employees grantedbefore 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 valueof monetary assets and liabilities that are denominated in other currencies, as well as changes in the functional currencies of foreignsubsidiaries' monetary assets and liabilities that are denominated in currencies different from their respective local currencies. Becauseforeign 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 operatingperformance.

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.

The tables at the end of this release provide detailed reconciliationsof each non-GAAP financial measure we use from the most directly comparable U.S. GAAP financial measure.

Amortization of debt discount and issuance costs

We also adjust net income/(loss) for interest expense representingamortization of the debt discount and issuance costs related to our convertible senior notes due 2029 and 2031 issued in Q2 2025. Debtdiscount 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 amortizationof the debt discount and issuance costs due to the significantly different timing of payment in relation to the operating results.

Contact investor relations:

askIR@nebius.com