Nebius Group N.V. files 20-F: foreign annual report (20-F)

Overview

Nebius Group includes Nebius as well as two distinct businesses that operate under separate brands: Avride, a leading developer of autonomous vehicles and delivery robots; and TripleTen, a leading edtech platform focused on reskilling people for careers in tech.

We believe the most significant factors that affect our businesses are the following:

● Competing effectively in a rapidly evolving market. We operate in a highly competitive industry characterized by continuous technological advancements and evolving customer needs. To strengthen our market position, we are investing in the continuing development of a flexible, full-stack AI cloud solution that extends beyond bare-metal compute, and includes comprehensive software and value-added services for our clients. This approach positions us well to address a broader customer base - ranging from start-ups to independent software vendors and enterprises - and drive long-term growth.

● Expanding our customer base. AI is rapidly moving from research into large-scale production systems and is reshaping cloud infrastructure requirements. As this occurs, we are well positioned to service customers from large enterprises, established software vendors, scaled AI companies and startups, research labs and individual developers building the next generation of AI models, applications and services. We work to support diverse AI workloads of all sizes and have a broad base of services. This enables us serve hundreds of customers, reduce concentration risk and become the platform of choice for next-gen businesses. Our customers are building transformative applications across a diverse range of industries including physical AI, healthcare and life sciences, and media and entertainment.

● Scaling with our customers. As we see enterprise adoption of AI accelerate, this creates demand for secure, reliable infrastructure and purpose-built cloud solutions. To address this, we launched Nebius AI Cloud 3.0 “Aether” and also version 3.1, our enhanced software platform. We are natively embedding this enterprise-grade security and functionality into our platform to better serve enterprise clients and those who are scaling rapidly.

● Building scalable and resilient data center capacity. The rapid growth of AI workloads, particularly for large-scale foundation models and generative AI applications, is driving increasing demand for high-performance computing (HPC). To maintain competitiveness, we are expanding our global data center footprint, building highly optimized and scalable infrastructure, including GPU clusters, high-speed networking and an efficient AI cloud software stack.

● Leveraging our global footprint to capture new opportunities. While the majority of our customer base is currently concentrated in the US, AI adoption is accelerating worldwide. With data centers in Finland, France, Iceland, the UK, and Israel, in addition to our US-based GPU clusters, and a domicile in Amsterdam, we are positioned to capture customer demands and capture demand globally.

● Securing power, components and talent needed for our data centers, against a dynamic regulatory backdrop. The process of successfully building a high-performant data center is dependent on our ability to secure land and power, procure the right components, design and construct the facility and maintain the site. This process can be long and complex. Our ability to navigate the evolving regulatory framework (to secure access to land and power), dynamic supply chain (to obtain critical hardware components in a timely and cost-effective manner), and constrained talent pool (to maintain and operate our facilities), is key to our success. Our team’s expertise in building highly performant data centers is complemented by working closely with both local municipalities and our supply chain partners to minimize disruptions.

● Access to capital to support our growth ambitions. Our capacity and platform expansion plans require raising capital to support R&D, hiring talent and the acquisition of land, power, data center building materials, as well as the racks, servers, and GPUs that power our ability to deliver our AI cloud services. Our ability to secure this financing is instrumental to our growth plans. In 2025, we raised over $5 billion, primarily through equity and convertible debt at interest rates between 1.0% and 3.0%. In the first quarter of 2026, we raised more than $6 billion in additional equity and convertible debt financing, and we will continue to evaluate other opportunities, including new sources of capital , such as asset-backed financing.

● Expanding our talent base. Our success depends on a highly skilled workforce across key domains such as infrastructure engineering, cloud computing, software development, AI/ML engineering, and business development. Since our formation, we have benefited from having a strong technical team in place, which has built the foundation of our business. As we scale, we are expanding our sales, marketing, and customer success teams with hires from leading technology companies, including hyperscalers and neocloud providers. We will continue assessing talent needs and focusing on competitive HR practices to be an employer of choice.

● Integration of newly acquired businesses and assets. In February 2026, we acquired Tavily, a leading provider of AI agentic search. We plan to continue to strategically acquire or invest in businesses that can expand or enhance our AI cloud platform through talent and/or technology.

● Our other businesses also operate in high-growth sectors. Outside of our core AI Cloud business, the other businesses we hold, Avride and TripleTen, have exposure to the dynamic and fast-growing autonomous vehicles and edtech sectors.

Refer to “Risk Factors” (Part I, Item 3 of this Annual Report) for a discussion of these factors and other risks.

Operating Segments

Our primary business, Nebius, delivers a unified full-stack AI cloud platform that spans the complete AI journey – from compute capacity to software and services that enable fast and efficient AI application deployment and inference at scale. Founded around deep in-house technological expertise, our platform offers a comprehensive and integrated suite of AI cloud solutions, including both hardware and software built in-house, designed to support the entire AI lifecycle - from silicon to software. This combination of AI-optimized hardware and software enables us to deliver high-performance GPU compute clusters, storage, managed services, and advanced tools for AI model training, application building and deployment, and inference at enterprise-scale.

In addition to our core Nebius cloud business, Nebius Group also holds two distinct businesses that operate under separate brands:

● Avride – a developer of autonomous driving technology for self-driving vehicles and delivery robotics.