Nebius Group N.V. is a Netherlands-incorporated foreign private issuer that files an Annual Report on Form 20-F and furnishes interim results on Form 6-K. It does not file Form 10-K, Form 10-Q or Form 8-K. Unlike most European issuers, Nebius reports in U.S. dollars under U.S. Generally Accepted Accounting Principles (GAAP), so the metrics below are directly comparable to U.S.-domiciled peers.
Nebius Group N.V. is an independent, publicly traded company. It has not been acquired and is not a subsidiary of another issuer. NVIDIA holds a disclosed 9.3% minority position reported on Schedule 13G and does not control the company. Nebius severed its Russian operations through the July 2024 divestiture of Yandex N.V.'s Russian assets and resumed Nasdaq trading in October 2024.
Nebius builds and operates the physical compute layer that modern artificial intelligence runs on. It designs its own graphics-processing-unit (GPU) server hardware, secures land and grid power, constructs data centers it owns rather than leases, and sells the resulting capacity as a managed cloud service. Customers rent clusters to train and serve AI models. Nebius does not build frontier models and does not compete with its own customers for model market share.
The company describes itself as a full-stack operator. That means it controls hardware design, data center engineering, networking, storage, cluster orchestration software and developer-facing services in one vertically integrated stack. This is a deliberate contrast with operators that lease colocation space and resell someone else's servers. Vertical integration is the source of both Nebius's cost advantage and its capital intensity.
What this means for national security. Nebius is not a defense contractor. Defense Briefing has found no U.S. Department of Defense prime contract announcements, no SAM.gov prime awards and no Space Development Agency, Space Systems Command, Missile Defense Agency or DARPA program participation for Nebius as of 27 July 2026. Its national-security relevance is structural rather than contractual. Large GPU clusters are now the production tooling behind autonomous systems, satellite and overhead imagery exploitation, electronic warfare signal processing, simulation, digital twins and defense-adjacent robotics. Whoever owns sovereign-controlled, allied-jurisdiction compute capacity holds a chokepoint on how quickly those capabilities can be developed. Nebius owns facilities in Finland, the United Kingdom, the United States and Israel, and built a national supercomputer in Israel that was part-funded by the Israel Innovation Authority. That places it inside the allied compute supply chain even without a single defense contract.
What this means for capital. Nebius is a capital-formation story before it is an earnings story. It is spending $20 billion to $25 billion in 2026 against guided 2026 revenue of $3.0 billion to $3.4 billion. The entire investment case rests on whether long-duration customer commitments, currently visible as $4.78 billion of deferred revenue and multi-year agreements with Meta, Microsoft and Reflection, convert into utilized capacity at the contracted price before the debt and warrant financing that funds the buildout comes due.
The core revenue engine. Nebius sells dedicated and on-demand access to NVIDIA GPU clusters, including Hopper, Blackwell and Blackwell Ultra generations, with the NVIDIA Vera Rubin platform slated for the Meta deployment beginning in early 2027. The platform layer includes managed Kubernetes, high-throughput storage, InfiniBand-class networking, and observability tooling. The current release, Nebius AI Cloud 3.6 "Aether," focuses on developer experience, governance controls and production storage. Security controls disclosed by the company include automated Advanced Encryption Standard 256-bit (AES-256) encryption at rest and identity and access management for sensitive workloads.
Nebius's differentiator is owned rather than leased capacity. Announced sites include the Mäntsälä, Finland flagship, a Kansas City, Missouri facility, Vineland, New Jersey at up to 300 megawatts (MW), four United Kingdom sites reaching a combined 65 MW when fully ramped in 2027, and a Pennsylvania site where Nebius disclosed on 13 May 2026 that it had secured up to 1.2 gigawatts (GW) of power and land. Management raised contracted capacity guidance to 4 GW at Q1 2026. Land and grid interconnection, not GPU supply, is the binding constraint on this roadmap.
Serverless inference endpoints and model-serving infrastructure for developers who want per-token access rather than reserved clusters. Nebius closed the acquisition of Eigen AI, an inference and model-optimization company, on 10 June 2026 after announcing the deal on 1 May 2026. Transaction value was not publicly disclosed. Q1 2026 acquisitions of businesses net of cash acquired totaled $170.2 million and goodwill rose from zero to $163.3 million in the quarter.
Consolidated subsidiary developing autonomous vehicles and delivery robots. Avride is the group asset with the clearest line to defense-adjacent autonomy, since perception stacks, sensor fusion and edge inference for ground robots share engineering with uncrewed ground vehicle work. Avride is not profitable. Its adjusted EBITDA loss widened by $15.7 million in 2025 against 2024 on expansion spending. Nebius has not disclosed any defense customer for Avride.
Consolidated education technology subsidiary reskilling workers for technology careers. Adjusted EBITDA loss widened by $10.4 million in 2025 against 2024. It is immaterial to the group investment case and has no national-security relevance.
Nebius holds a stake in ClickHouse, an analytical database company, and in Toloka, an AI data-development platform. Following a May 2025 investment round led by Bezos Expeditions, Nebius's voting share in Toloka fell below 50%. Toloka was deconsolidated and reclassified to discontinued operations, and Nebius now reports it as an equity-method investment while retaining a significant majority economic stake. Investments in non-marketable equity securities rose from $836.6 million at 31-DEC-2025 to $1,614.1 million at 31-MAR-2026, and the $780.6 million Q1 2026 revaluation gain that drove reported net income came from this portfolio rather than from operations.
Nebius Group is the surviving international entity of Yandex N.V., the Netherlands-domiciled holding company of the Russian search and technology group commonly described as the Google of Russia. Following the February 2022 invasion of Ukraine and the resulting sanctions environment, Yandex N.V. agreed to sell all Russian-based businesses. That divestiture closed in July 2024. The remaining international assets, engineering talent and cash were renamed Nebius Group N.V. and headquartered in Amsterdam.
Nasdaq had suspended trading in the shares in February 2022. Trading resumed in October 2024 after the company demonstrated to United States and European regulators that it had severed its Russian ties. Arkady Volozh, who co-founded Yandex and served as its chief executive between 2000 and 2022, returned as chief executive officer in 2024 and is also a director and the company's largest individual shareholder.
The company then pivoted decisively into AI infrastructure. In September 2024 Nebius signed a multi-year agreement with Microsoft valued at up to $19.4 billion. In 2025 it built out the Mäntsälä, Finland flagship, launched United States and United Kingdom capacity, and agreed to build and operate a $140 million national supercomputer in Israel with part funding from the Israel Innovation Authority.
The 2026 escalation has been sharp. On 11 March 2026 NVIDIA agreed to invest $2 billion in Nebius, structured largely as a pre-funded warrant covering 21.07 million shares. On 16 March 2026 Nebius signed a five-year agreement with Meta valued at up to $27 billion, comprising $12 billion of dedicated capacity and up to $15 billion of additional available capacity, with delivery expected to begin in early 2027. On 13 May 2026 the company disclosed the Pennsylvania site securing up to 1.2 GW. On 8 June 2026 it committed approximately £1.7 billion to United Kingdom capacity across new NVIDIA deployments. On 10 June 2026 it closed the Eigen AI acquisition. On 14 July 2026 it signed a compute agreement worth more than $1 billion with Reflection AI running through 2029. On 20 July 2026 NVIDIA disclosed a 9.3% position on Schedule 13G, comprising roughly 1.19 million shares held outright and 21.07 million shares tied to the pre-funded warrant.
FY2025 consolidated revenue was $529.8 million with operating income of $29.0 million and a net loss of $446.7 million. Q1 2026 consolidated revenue was $399.0 million, up 684% against $50.9 million in Q1 2025 and up roughly 75% sequentially against Q4 2025. The core AI cloud business grew faster than the group, with reported AI revenue of $389.7 million, up 841% year over year. Core AI cloud annualized recurring revenue reached $1.92 billion at the end of Q1 2026, up 54% from the $1.25 billion reported at the end of 2025.
Operating leverage is visible in the cost structure. Cost of revenues fell from 49% of revenue in Q1 2025 to 26% in Q1 2026. Sales, general and administrative expense fell from 120% of revenue to 36%. Product development fell from 72% to 17%. Adjusted EBITDA swung from a $53.7 million loss to $129.5 million of positive adjusted EBITDA. The company still reported a $128.0 million loss from operations and a $100.3 million adjusted net loss, because depreciation and amortization rose 332% to $212.0 million as capitalized GPU and data center assets came into service.
The Q1 2026 cash flow statement is the most important disclosure on the page. Operating cash flow swung from negative $184.1 million to positive $2,258.0 million, but $3,198.0 million of that came from an increase in deferred revenue. Customers are prepaying for capacity that has not yet been delivered. That is a genuine demand signal and a real financing source, and it is also a delivery obligation. Deferred revenue rose to $4,778.1 million in total. Purchases of property and equipment and intangibles were $2,472.9 million in the quarter alone.
Financing scaled to match. Nebius raised $4,337.5 million of convertible senior notes and $2,000.0 million from pre-funded warrants in Q1 2026, taking non-current debt from $4,103.2 million to $8,432.0 million and cash and equivalents from $3,678.1 million to $9,298.2 million.
Management reiterated 2026 guidance of $3.0 billion to $3.4 billion of revenue, $7 billion to $9 billion of exit ARR and roughly 40% group adjusted EBITDA margin, and raised full-year capital expenditure guidance to $20 billion to $25 billion and contracted capacity guidance to 4 GW. Guidance is a company projection, not a realized result.
This list covers current parent-company executive leadership and the Nebius Group N.V. board only. Executives of Avride, TripleTen, ClickHouse and Toloka are not included. Readers should confirm composition against the company governance page and the most recent Form 20-F Item 6 before relying on it for governance analysis.
Nebius Group N.V. is a foreign private issuer. Its authoritative annual disclosure is the Annual Report on Form 20-F, filed for the year ended 31 December 2025 on 30 April 2026. Interim results, shareholder letters and material announcements are furnished on Form 6-K. Nebius does not file Form 10-K, Form 10-Q or Form 8-K. Despite the foreign private issuer status, financial statements are prepared under U.S. GAAP and presented in U.S. dollars.
| Period | Form | Filed | Primary Source |
|---|---|---|---|
| Q1 2026 | 6-K · unaudited condensed consolidated results and Exhibit 99.1 | 13 May 2026 | EDGAR → |
| FY2025 | 20-F · Annual Report, audited U.S. GAAP financial statements, Risk Factors, Item 6 governance | 30 Apr 2026 | EDGAR → |
| Q1 2026 | 6-K Exhibit 99.1 · Operating and Financial Review and Prospects | 2026 | EDGAR → |
| Jul 2026 | SC 13G · NVIDIA beneficial ownership disclosure of 9.3% | 20 Jul 2026 | EDGAR → |
| FY2024 | 20-F · Annual Report covering the Yandex divestiture and Nasdaq relisting | 2025 | EDGAR → |
The Q2 2026 reporting date shown above is an expectation based on the company's prior reporting cadence and third-party earnings calendars. Nebius had not confirmed a Q2 2026 date on its investor hub as of 27 July 2026.
Every agreement below is a commercial customer contract. None is a United States government award. Defense Briefing found no Department of Defense contract announcement, no SAM.gov prime award and no defense agency program participation for Nebius Group N.V. or its subsidiaries as of 27 July 2026. The Israel national supercomputer is the only disclosed government-linked engagement and was structured as part-funded infrastructure through the Israel Innovation Authority, not as a defense procurement.
| Date | Counterparty | Scope | Disclosed Value | Status |
|---|---|---|---|---|
| 14 Jul 2026 | Reflection AI | Multi-year compute capacity through 2029 · NVIDIA GB300-class | >$1B | Signed · commercial |
| 16 Mar 2026 | Meta Platforms | Five-year AI infrastructure agreement · $12B dedicated capacity plus up to $15B additional available capacity · delivery from early 2027 on NVIDIA Vera Rubin | Up to $27B | Signed · commercial |
| Sep 2024 | Microsoft | Multi-year GPU capacity agreement | Up to $19.4B | Signed · commercial |
| May 2025 | Israel Innovation Authority | National supercomputer, built and operated by Nebius · part government-funded | ≈$140M | Government-linked · not defense procurement |
| 08 Jun 2026 | Internal · United Kingdom buildout | Three new NVIDIA deployments plus London site · 65 MW combined when fully ramped in 2027 | ≈£1.7B capex | Company investment commitment |
| 13 May 2026 | Internal · Pennsylvania site | Land and power secured for owned AI factory | Up to 1.2 GW · value undisclosed | Site secured |
Values are the maximum contract values disclosed by the parties. Ceiling and dedicated-capacity components are distinguished where the company disclosed them. The Meta agreement's $27B figure is a five-year maximum, of which only $12B is characterized as dedicated capacity; the remaining $15B is optional additional capacity and should not be treated as committed revenue. None of these figures is audited backlog. Deferred revenue of $4,778.1M at 31-MAR-2026 is the only balance-sheet-recognized measure of prepaid customer commitment. The £1.7B United Kingdom figure and the Pennsylvania site are Nebius capital commitments, not customer awards, and are shown here for capacity context only.
As a foreign private issuer, Nebius Group N.V. and its officers and directors are exempt from Section 16 of the Securities Exchange Act of 1934. No Forms 3, 4 or 5 are filed for NBIS. Anyone screening NBIS for insider buying or selling using a Form 4 feed will find nothing, and that absence is a regulatory artifact rather than evidence about insider behavior.
The substitute public record consists of Schedule 13D and 13G beneficial-ownership filings, Item 6.E and Item 7 share-ownership disclosure in the Annual Report on Form 20-F, and any transaction the company elects to furnish on Form 6-K.
| Date | Holder | Disclosure | Position | Vehicle |
|---|---|---|---|---|
| 20 Jul 2026 | NVIDIA Corporation | Beneficial ownership | 22.26M shares · 9.3% | SC 13G · ≈1.19M shares held outright plus 21.07M underlying a pre-funded warrant |
| 11 Mar 2026 | NVIDIA Corporation | Investment | $2.0B | Pre-funded warrant · $2,000.0M received in Q1 2026 financing activities |
| Ongoing | Arkady Volozh · Founder & CEO | Founder holding | Reported ≈11.5% | Third-party aggregation of Form 20-F disclosure · verify against the current 20-F Item 6.E before use |
This is a beneficial-ownership summary, not a transaction ledger, and no Section 16 equivalent exists for this issuer. The Volozh percentage is sourced from third-party aggregation of company disclosure and is presented as reported rather than as an independently confirmed primary-source figure.
Nebius has already solved the demand problem. Deferred revenue of $4.78 billion means customers are wiring cash for capacity that does not exist yet. What remains unsolved is delivery. The company must convert roughly $20 billion to $25 billion of 2026 capital expenditure into energized, populated, revenue-generating megawatts on the schedules those customers signed for, while carrying $8.4 billion of non-current debt. This is now an execution and power-procurement business, not a technology-differentiation business.
National security implication. Nebius is a national-security-relevant company that holds no national-security contracts. That combination is worth stating precisely because it is unusual. The systems that will define the next decade of defense capability, meaning autonomous ground and air platforms, real-time overhead imagery exploitation, electronic warfare classification, wargaming simulation and digital twins, all consume the same GPU clusters Nebius rents to commercial AI developers. Allied governments are increasingly concerned about where that compute physically sits and under whose jurisdiction it operates. Nebius owns capacity in Finland, the United Kingdom, the United States and Israel and markets European Union AI Act and General Data Protection Regulation alignment plus AES-256 encryption at rest and identity management for sensitive workloads. That is a credible sovereign-compute posture. It is not, and should not be described as, an accredited government security posture. Defense Briefing found no evidence of FedRAMP authorization, no Defense Information Systems Agency Impact Level accreditation and no facility clearance. Until one of those appears, Nebius is infrastructure adjacent to the defense industrial base rather than inside it.
Capital implication. The financing structure deserves as much attention as the contracts. Nebius funded Q1 2026 with $4.34 billion of convertible notes, $2.00 billion of NVIDIA pre-funded warrants and $3.20 billion of customer prepayments. Each of those is a claim on future capacity or future equity. Convertibles dilute if the stock performs and burden the balance sheet if it does not. The NVIDIA position creates a circular dynamic in which the chip supplier is simultaneously the largest strategic shareholder and the largest cost input. Customer prepayments are the cheapest capital available but convert into hard delivery obligations with counterparties large enough to enforce them. The P/S multiple near 57x on trailing revenue prices in essentially flawless execution of the 4 GW roadmap.
What to watch next. Q2 2026 results in early August and whether ARR tracks toward the $7 billion to $9 billion exit guidance. Pennsylvania site energization milestones and grid interconnection timing. Whether the Meta agreement's $15 billion optional tranche is exercised or lapses. Any disclosure of a United States or allied government customer, particularly a FedRAMP or Impact Level authorization pursuit. Customer-concentration disclosure in the FY2026 Form 20-F. Additional convertible or warrant issuance and the resulting dilution path. Whether Avride secures a defense or dual-use autonomy customer.
Competitor names are linked to Defense Briefing company profiles only where a published profile exists. Unlinked names have no profile at this time.
Nebius's primary moat is secured power and land. Anyone can order GPUs given a purchase order and a place in NVIDIA's allocation queue. Almost nobody can produce a gigawatt of energized, interconnected, cooled and permitted capacity on demand. Grid interconnection queues in the United States and Europe now run years. The 1.2 GW Pennsylvania position and the 4 GW contracted-capacity figure are therefore assets in the literal sense, and they are the reason a company with $878 million of trailing revenue can credibly sign a $27 billion agreement.
The second moat is vertical integration. Nebius designs its own GPU servers as an original equipment manufacturer rather than buying reference systems. That lowers cost per delivered floating-point operation, shortens deployment time and reduces dependence on third-party integrators. It also means Nebius keeps engineering margin that resellers hand to their suppliers.
The third is the NVIDIA relationship, which delivers early access to next-generation platforms, joint work on AI factory architecture and collaboration on robotics and physical AI. The Meta deployment on Vera Rubin is evidence that this access is real. NVIDIA's 9.3% equity position aligns incentives further.
The moat has three clear limits, and they should be stated plainly. First, it is not a technology moat. Nothing Nebius builds is patent-protected in a way that prevents CoreWeave, Crusoe or a hyperscaler from replicating it given capital and power. Second, the NVIDIA relationship is a dependency wearing the costume of an advantage. If NVIDIA's allocation priorities shift, or if hyperscaler custom silicon erodes NVIDIA's position, Nebius inherits the damage without owning the remedy. Third, and most relevant to this publication, Nebius has no procurement moat. It holds no clearances, no accreditations and no government contract vehicles. Every one of those takes years to obtain and cannot be bought with capital expenditure. Against a competitor with an existing FedRAMP High authorization, Nebius currently cannot bid at all.
2026 capital expenditure guidance of $20B to $25B against guided revenue of $3.0B to $3.4B means the buildout is funded by debt, warrants and customer prepayments rather than operations. Non-current debt rose from $4,103.2M to $8,432.0M in a single quarter. If capital markets tighten or the equity price falls enough to impair convertible economics, the capacity roadmap compresses.
Meta, Microsoft and Reflection represent the overwhelming majority of disclosed contracted value. Nebius has not published a customer-concentration percentage in its interim reporting. Readers should treat the FY2026 Form 20-F concentration disclosure as a primary watch item. Loss, renegotiation or non-exercise of any one of these agreements would be material.
The $3,198.0M Q1 2026 increase in deferred revenue that drove positive operating cash flow is prepayment, not earnings. If Nebius cannot deliver contracted capacity on schedule, that balance becomes a performance liability rather than a funding advantage.
Securing 1.2 GW of power at a Pennsylvania site is not the same as energizing it. Interconnection agreements, transformer and turbine lead times, local permitting and construction labor all sit between the announcement and the first revenue-generating rack. The company's own forward-looking-statement language identifies site and power acquisition as a principal risk.
NVIDIA is simultaneously Nebius's largest cost input, its technology partner and a 9.3% shareholder that funded $2B of the buildout. This structure is drawing broad scrutiny across the AI infrastructure sector. It concentrates supply, financing and equity risk in one counterparty.
Despite genuine national-security relevance, Nebius holds no disclosed FedRAMP authorization, no Defense Information Systems Agency Impact Level accreditation and no facility clearance. It cannot currently compete for classified or controlled-unclassified United States government workloads. Any thesis that treats Nebius as a near-term defense-procurement beneficiary is unsupported by the public record.
Nebius divested its Russian assets in July 2024 and received regulatory clearance in the United States and European Union before relisting. The historical association nonetheless remains a diligence item for security-sensitive customers and for any future government accreditation process. This is a perception and process risk, not an allegation of current exposure.
CoreWeave, Crusoe, IREN, Applied Digital and every hyperscaler are adding AI capacity simultaneously. If aggregate supply overshoots demand for training compute, contracted pricing on future capacity compresses even if signed agreements hold.
Reported Q1 2026 net income of $621.2M rests on a $780.6M non-cash gain from revaluing non-marketable equity securities. Excluding it, Nebius posted a $128.0M loss from operations and a $100.3M adjusted net loss. Headline profitability should not be read as operating profitability.