Nebius Group N.V.

paragraph:1: EX-99.2

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paragraph:3: tm266173d1_ex99-2.htm

paragraph:4: EXHIBIT 99.2

paragraph:5: Exhibit 99.2

paragraph:6: Nebius Group Shareholder Letter Q4’25

paragraph:7: February 12, 2026

paragraph:8: Dear Shareholders,

paragraph:9: 2025 was our first full year of operations, a year with exceptional growth and execution. We delivered extremely strong financial results for the year and dramatically scaled up our capacity footprint, paving the way for significant continued growth in 2026 and beyond.

paragraph:10: Our unrelenting focus on execution in 2025 delivered:

paragraph:11: ● Strong financial results

paragraph:12: ○ ARR 1 as of year-end was $1.25 billion , ahead of our most recent guidance of $900 million to $1.1 billion. During 2025 we significantly diversified our AI cloud customer portfolio by adding several large startup and enterprise logos.

paragraph:13: ○ Group Adjusted EBITDA turned positive in Q4, reflecting operating leverage from scale and cost discipline throughout the year.

paragraph:14: ● Rapid expansion of our infrastructure footprint

paragraph:15: ○ We deployed five new locations globally and have secured another nine, thanks to outstanding execution by our infrastructure team.

paragraph:16: ● Capacity delivery ahead of plan

paragraph:17: ○ We ended the year with ~170MW of active power, vs our target of 100MW.

paragraph:18: ● Significant build-out of our AI cloud platform

paragraph:19: ○ The release of Nebius AI Cloud Aether 3.0 and 3.1 further differentiated our offering, driving improved speed, reliability, security, and flexibility for our customers. Aether has expanded our total addressable market by opening up new opportunities in the enterprise.

paragraph:20: ○ The launch of our managed inference platform, Nebius Token Factory, expanded our value proposition and is generating strong interest.

paragraph:21: As a result, we enter 2026 with strong momentum, high operational confidence, and a scalable platform built for the world’s most demanding AI workloads.

paragraph:22: We are on track to end the year with ARR 1

paragraph:23: of $7 billion to $9 billion . To achieve this we will focus on four key strategic areas : scaling capacity with discipline; executing on our customer commitments; advancing our AI Cloud platform; and raising capital strategically.

paragraph:24: ● Scaling capacity with discipline

paragraph:25: ○ Capacity remains the enabler of our strategy, and the industry’s most persistent constraint. We are expanding our global footprint with nine new sites

paragraph:26: across seven locations in the US (Missouri, Alabama, Oklahoma and Minnesota) and EMEA (France, Israel, UK), bringing our global total number of sites to 16 and broadening our geographical diversification.

paragraph:27: ○ We have already secured more than 2 GW of contracted power, putting us well ahead of the target we set in November of more than 2.5 GW by the end of 2026. As a result, we now expect to have more than 3 GW of contracted power by year-end .

paragraph:28: ○ The vast majority of this new capacity will come from owned data centers, reinforcing our capital-efficient model with attractive long-term unit economics.

paragraph:29: ○ We also remain well on track to reach 800 MW to 1 GW of connected power by the end of 2026.

paragraph:30: (1) Annualized run-rate revenue (ARR) is calculated by taking revenue from the last month of the quarter multiplied by 12.

paragraph:31: 1

paragraph:32: ● Reliable execution on customer commitments

paragraph:33: ○ Our customer wins in 2025 reflect the execution standards we set internally and are increasingly recognized by customers and partners.

paragraph:34: ○ We delivered the first tranche of capacity to Microsoft on time in November 2025, and are well on track to deliver the remaining capacity on schedule .

paragraph:35: ○ We delivered both contracted tranches to Meta on time and are now fully in the servicing stage.

paragraph:36: ○ Demand from enterprises and AI native customers continues to outpace supply , allowing us to sell future capacity well in advance.

paragraph:37: ○ We will continue to invest in scaling our go-to-market motion

paragraph:38: with new industry verticals, expanded global coverage, and a dedicated enterprise sales team.

paragraph:39: ● Advancing our AI Cloud platform

paragraph:40: ○ Our AI cloud platform is fundamental to our business, and is a key competitive differentiator. We are very focused on investing resources to continue expanding our capabilities in 2026 both organically and through targeted acquisitions that can enhance and accelerate the development of our platform.

paragraph:41: ○ The acquisition of Tavily , announced earlier this week, is just one example. Tavily extends Nebius’s cloud platform capabilities into the enablement layer of the tech stack with real-time search infrastructure for AI agents.

paragraph:42: ● Raising capital strategically

paragraph:43: ○ We are very pleased with our healthy balance sheet, including $3.7 billion of cash, which places us in a great position for implementing our 2026 and future growth plans.

paragraph:44: ○ Achieving our first quarter of positive operating cash flow in Q4 further boosted liquidity .

paragraph:45: ○ Cash inflows from our larger contracts throughout 2026 further underpin our growth plans.

paragraph:46: ○ We will maintain a disciplined approach to raising capital. We see strong appetite from financing partners and investors and have a broad range of financing options available for 2026 and beyond, including corporate debt, asset-backed financing, and our unused at-the-market equity program.

paragraph:47: In conclusion, 2025 demonstrated our ability to execute, and set us up for a strong 2026. We remain laser focused on execution, long-term value creation, and scaling through the next phase of growth across our full-stack platform.

paragraph:48: Thank you for your continued trust and support. We are extremely excited for 2026 and will continue to deliver.

paragraph:49: Arkady Volozh

paragraph:50: Founder and Chief Executive Officer

paragraph:51: 2

paragraph:52: Group Q4 Update

paragraph:53: Nebius

paragraph:54: Scaling Our Infrastructure Globally

paragraph:55: In this section, we discuss three forms of power:

paragraph:56: (1) contracted power , or power secured by contracts;

paragraph:57: (2) connected power , or power connected into data centers; and

paragraph:58: (3) active power , or power being consumed by IT equipment.

paragraph:59: In Q4, we continued to expand our global infrastructure footprint and bring active power to our platform. We ended the year with ~170 MW of active power, significantly exceeding our 100 MW target.

paragraph:60: We have made a strong start to our 2026 capacity plans, with today’s announcement of 9 new sites across the US and EMEA, already giving us a total of more than 2 GW of contracted power. A majority of this capacity will be delivered through our owned data centers, reinforcing a capital-efficient model with attractive long-term unit economics.

paragraph:61: With our head start in securing power, we now expect to have more than 3GW of contracted power by the end of 2026 , up from our previous >2.5 GW target.

paragraph:62: As we work to bring this capacity online, we also enter 2026 with

paragraph:63: strengthened conviction in achieving our 800MW to 1GW of connected power by the end of this year.

paragraph:64: We continue to have a strong pipeline of additional projects across various stages and geographies, which will further diversify our portfolio and de-risk our dependence on any one location. We are also

paragraph:65: proacti vely engaging with local communities to ensure that we are building mutually beneficial long-term relationships.

paragraph:66: Our new sites further our ability to bring next-generation compute capacity to market . We started deploying NVIDIA B300 and NVIDIA GB300 NVL72 systems in 2025, and in 2026 we will be among the first AI cloud providers worldwide to deploy NVIDIA Vera Rubin NVL72 systems, at locations in the US and EMEA.

paragraph:67: Expanding & Diversifying Our Customer Base

paragraph:68: Our multi-year deals with Microsoft and Meta demonstrate the confidence that the world’s leading tech companies have in Nebius’s ability to deliver capacity at scale.

paragraph:69: ● Microsoft: We delivered the first tranche of capacity to Microsoft on time in November 2025, and are well on track to deliver the remaining capacity on schedule.

paragraph:70: ● Meta: Both contracted tranches related to Meta were successfully delivered on time, and we are now fully in the servicing stage.

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paragraph:72: We also believe that we may enter into significant long-term deals, provided they come with favorable unit economics. In parallel, we will continue to scale our core AI business, building the AI cloud platform for all customers.

paragraph:73: Nebius intends to be the AI cloud partner of choice for both cutting-edge startups and larger enterprises . We help solve the biggest problems our customers face by delivering reliable capacity at scale, providing a comprehensive, full-stack AI cloud platform, and consistently expanding our offering with new products and services to meet customer needs.

paragraph:74: Our ability to deliver AI compute and cloud services quickly and efficiently has won the trust of the leading AI-native start-ups.

paragraph:75: Our enterprise-ready solutions , which meet the unique security and compliance requirements of complex organizations, are increasingly being selected by larger enterprises.

paragraph:76: Our focus on high-potential industry verticals is gaining traction

paragraph:77: from our ability to optimally configure leading-edge compute performance, networking, and storage, all in a fast and convenient out-of-the-box package based on specific customer needs.

paragraph:78: We have already gained strong traction in healthcare and life sciences,

paragraph:79: where training, storage, and HIPAA compliance are paramount. Innovative early-stage businesses like Genesis Molecular AI , is building their AI solutions on Nebius.

paragraph:80: Companies at the cutting edge of physical AI and robotics are leveraging Nebius as they work to bridge the gap between the world around us and AI. These customers need training compute power to create simulated environments, and a significant amount of storage. Nebius can flex its offering to resize and reconfigure our solutions to meet these unique needs.

paragraph:81: We are working with World Labs , which is building the next frontier of generative AI where models can understand and interact with the world, and we are helping a stealth frontier research lab building an advanced robotics foundation model.

paragraph:82: Customers in media and entertainment need high-performance compute and large-scale storage for model creation and inference to support media creation from still images through to full frame video. Recent examples include Higgsfield AI , which leverages Nebius to deliver stylized video content with true cinematic control, while

paragraph:83: Photoroom automates AI product visual creation for businesses.

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paragraph:85: To capture the vast opportunity ahead, we are building a world-class sales and GTM team. In 2026, we will:

paragraph:86: ● Focus on key enterprise industry verticals, including healthcare and life sciences, physical AI, and media and entertainment, as mentioned above. We are also growing our footprint across the retail/e-commerce, and financial services verticals. These end-markets are seeing early traction in AI adoption and we believe they will drive substantial demand for our AI cloud, creating significant long-term market potential.

paragraph:87: ● Expand our GTM leadership team and organization to better capture the immense global demand in front of us.

paragraph:88: ● Enhance our engagement with the developer community through an expanded and engaged partnership network.

paragraph:89: Advancing Our Full-Stack AI Cloud Platform

paragraph:90: Our AI cloud platform was a key part of our evolution in 2025. The releases of Aether 3.1 and Nebius Token Factory demonstrated the extensibility of our platform, further differentiating Nebius as a unified end-to-end offering for AI builders.

paragraph:91: In 2026, we will continue to build out a best-in-class AI cloud stack as we look to meet customers across every step of their AI journey, irrespective of scale. Our goal is to provide the flexibility, control, and efficiency that large-scale enterprises and research organizations demand, while also delivering speed and choice for nimble AI startups and scale-ups.

paragraph:92: To achieve this, our product roadmap focuses on three key elements:

paragraph:93: Optimizing AI Infrastructure at Scale

paragraph:94: We aim to offer the most advanced physical and virtual infrastructure in the industry, enabling users to scale their capacity, without compromising efficiency.

paragraph:95: In November 2025, Nebius was the first provider in Europe to deploy NVIDIA HGX B300 Blackwell Ultra systems in production, with NVIDIA Quantum-X800 InfiniBand. In the same month, we achieved Gold status in the SemiAnalysis ClusterMAX 2.0 ranking, outperforming most hyperscalers.

paragraph:96: Providing Choice, Flexibility, and Speed for Every AI Builder

paragraph:97: Through our MLOps offering, our goal is to make it easier for developers to build AI apps faster and more efficiently with better tools and visibility, and go from prototype to production without the need for DevOps or IT.

paragraph:98: In November 2025 we launched Token Factory, our production-scale managed inference solution, to enable organizations to serve and fine-tune open source AI models at scale. Token Factory provides choice for organizations that have started with commercial AI models for inference and need more cost-efficiency and control over performance and post-training workflows.

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paragraph:100: Building Enterprise Readiness

paragraph:101: We aim to make it easier for enterprises to adopt AI at scale, with features that enable easier integration into enterprise environments, deliver security and compliance, and enable cross-functional operations.

paragraph:102: The release of Nebius AI Cloud Aether 3.1 in December 2025 built on our Aether 3.0 release by adding more transparency, greater controls, and enhanced enterprise-grade security. In 2026, we have a robust pipeline of new enterprise-focused products, including seamless integration with on-prem and multi-cloud offerings, enhanced security and compliance features, and enablement of operations across various teams within any organization.

paragraph:103: We will also develop specific AI cloud solutions and products for our five target verticals: healthcare and life sciences, physical AI, media and entertainment, retail and e-commerce, and financial services.

paragraph:104: Acquisition of Tavily, an Agentic Search Provider

paragraph:105: In addition to our organic roadmap, we take a product-led approach to expanding our tech stack and tech talent with M&A. The acquisition of Tavily, announced this week, expands our AI platform with market-leading agentic search capabilities. This gives Nebius customers the critical infrastructure they need to build autonomous agents that can navigate the web, verify facts, and execute complex real-world tasks, while eliminating the need for developers to patch together disparate vendors.

paragraph:106: Avride

paragraph:107: Avride, our autonomous vehicle and robot delivery business, delivered several significant commercial and operational achievements in 2025.

paragraph:108: ● The successful commercial launch of robotaxi services on the Uber platform in Dallas, Texas, in December confirms the capability of Avride’s technology and our product readiness to deliver safe, reliable ride-hailing services.

paragraph:109: ○ Avride is one of only two autonomous vehicle partners on the Uber platform, a testament to the team’s ability to develop, build, and bring to market autonomous technology.

paragraph:110: ● The strategic partnership with Uber supports Avride’s strategic plan and long-term value proposition. Under the agreement, which was signed in October, both Uber and Nebius will make strategic investments and other commitments of up to $375 million in Avride. This investment accelerates Avride’s capacity to advance its autonomous technology, continue building its fleet of vehicles, and expand its coverage map.

paragraph:111: ○ As part of Uber’s market-leading ecosystem, this partnership helps Avride seize the demand opportunity and expand Avride’s total serviceable market

paragraph:112: ● Avride’s partnership with Hyundai helps the team to meaningfully scale its fleet through Ioniq 5 vehicles, to service the demand garnered by the Uber partnership. Avride now has 80 cars in service and plans to grow this fleet substantially in 2026.

paragraph:113: 6

paragraph:114: Avride is uniquely positioned to capitalize on robodelivery expansion in new cities and campuses.

paragraph:115: ● Avride’s US robot delivery business achieved significant growth in 2025, surpassing 316,000 deliveries for the year. In Q4, Avride’s US robots delivered nearly 3x as many deliveries per day vs. Q3.

paragraph:116: ● During the year, Avride expanded delivery zones in Jersey City, Dallas, and Austin, and expects further growth in coverage maps and number of cities served in 2026.

paragraph:117: ● Campus operations are running very well at The Ohio State University in Columbus, and at the University of Arizona in Tucson. The successful build-out strategy will be extended to additional campuses in the coming months.

paragraph:118: ● Core to the growth and distribution strategy is expanding Avride’s list of partners. During 2025, Avride onboarded some of America’s favorite restaurant chains including Shake Shack, Wendy’s, and White Castle, and signed key commercial agreements with Uber Eats and GrubHub to utilize those powerful distribution platforms.

paragraph:119: ● Additionally, Avride continues to expand its presence beyond campuses with service through GrubHub in Jersey City, and with H-E-B, where they are testing new applications for Avride’s robots in supermarkets.

paragraph:120: TripleTen

paragraph:121: TripleTen, our edtech business, delivered solid revenue growth in 2025 driven by new student acquisitions and a broadening global footprint

paragraph:122: ● TripleTen delivered revenue growth of 88% year over year in 2025, supported by higher student enrollments, and an increase in average fees per student.

paragraph:123: ● For the full-year, overall enrollments increased by 55% year over year driven by growth in each of our key regions, and a notable acceleration in Latin America and Brazil.

paragraph:124: ● New student growth in Q4 was approximately 5,800.

paragraph:125: 7

paragraph:126: TripleTen launched new technology courses and several product enhancements in 2025.

paragraph:127: ● During 2025, TripleTen introduced several new programs including Cybersecurity, Web Development, and Artificial Intelligence which provides students with the technology skills that are in high demand in today’s economy.

paragraph:128: ● Nebius Academy launched in September and is gaining traction as a B2B solution that helps companies and large organizations educate their workforces.

paragraph:129: TripleTen continues to utilize AI to drive further operational efficiency.

paragraph:130: ● TripleTen is now leveraging AI for a variety of operational functions including student services, like resume building, and coaching, as well as student acquisition.

paragraph:131: ● Additionally, TripleTen continues to incorporate AI in augmenting the classroom experience through the generation of supporting content and materials.

paragraph:132: Equity stakes: Toloka and ClickHouse

paragraph:133: In addition to our non-core businesses, we own equity stakes in both Toloka and ClickHouse.

paragraph:134: Toloka

paragraph:135: Toloka is a leading data provider for LLM and GenAI developers, delivering scalable, high-quality data solutions for all stages of AI development. During Q4, the company continued to diversify its customer base among leading foundational model builders.

paragraph:136: As of Q2’25 we no longer hold voting control of Toloka. However, we maintain a majority economic interest and are encouraged by the growing investor interest in the AI data provider market.

paragraph:137: ClickHouse

paragraph:138: ClickHouse is an open-source database management system built for real-time data processing and analytics.

paragraph:139: In January 2026, it was reported that ClickHouse raised $400M in a Series D financing at a valuation of approximately $15B. Following this financing, Nebius continues to own a significant minority equity stake in ClickHouse.

paragraph:140: 8

paragraph:141: Financial Update

paragraph:142: Note: Toloka results have been reclassified to discontinued operations in the current and prior-year periods.

paragraph:143: Revenue

paragraph:144: In USD $ millions

paragraph:145: Three months ended

paragraph:146: December 31

paragraph:147: Twelve months ended

paragraph:148: December 31

paragraph:149: 2024

paragraph:150: 2025

paragraph:151: Change

paragraph:152: 2024

paragraph:153: 2025

paragraph:154: Change

paragraph:155: Revenues

paragraph:156: 35.2

paragraph:157: 227.7

paragraph:158: 547 %

paragraph:159: 91.5

paragraph:160: 529.8

paragraph:161: 479 %

paragraph:162: Nebius once again delivered on its financial goals. Q4 group revenue of $227.7 million came in consistent with our outlook, up 547% year-over-year, and up 56% compared to Q3. The strong growth was driven primarily by continued robust demand for compute capacity across customer types and regions.

paragraph:163: ● Core AI cloud revenue was $214.2 million in Q4’25, a more than 800% increase year-over-year from Q4’24. Our core AI cloud business accounted for approximately 94% of total group revenue during the quarter.

paragraph:164: ● Annualized run-rate revenue (ARR) 1 of $1.25 billion as of the end of December 2025 exceeded our outlook for $900 million to $1.1 billion, and more than doubled from $551 million reported as of the end of September.

paragraph:165: ● Demand again exceeded capacity in our core AI cloud business. We operated at peak utilization during the quarter and were sold out of capacity in Q4.

paragraph:166: ● Beyond our core AI cloud business, TripleTen contributed approximately 6% of group revenue in Q4. Avride’s revenue contribution in Q4 and full year 2025 was immaterial.

paragraph:167: Operating expenses

paragraph:168: In USD $ millions

paragraph:169: Three months ended

paragraph:170: December 31

paragraph:171: Twelve months ended

paragraph:172: December 31

paragraph:173: 2024

paragraph:174: 2025

paragraph:175: Change

paragraph:176: 2024

paragraph:177: 2025

paragraph:178: Change

paragraph:179: Cost of revenues

paragraph:180: 21.1

paragraph:181: 68.5

paragraph:182: 225 %

paragraph:183: 43.7

paragraph:184: 166.2

paragraph:185: 280 %

paragraph:186: as a percentage of revenues

paragraph:187: 60 %

paragraph:188: 30 %

paragraph:189: 48 %

paragraph:190: 31 %

paragraph:191: Product development

paragraph:192: 31.9

paragraph:193: 53.1

paragraph:194: 66 %

paragraph:195: 114.8

paragraph:196: 177.3

paragraph:197: 54 %

paragraph:198: as a percentage of revenues

paragraph:199: 91 %

paragraph:200: 23 %

paragraph:201: 125 %

paragraph:202: 33 %

paragraph:203: Sales, general and administrative

paragraph:204: 85.4

paragraph:205: 159.9

paragraph:206: 87 %

paragraph:207: 255.5

paragraph:208: 378.5

paragraph:209: 48 %

paragraph:210: as a percentage of revenues

paragraph:211: 243 %

paragraph:212: 70 %

paragraph:213: 279 %

paragraph:214: 71 %

paragraph:215: Depreciation and amortization

paragraph:216: 33.3

paragraph:217: 180.7

paragraph:218: 443 %

paragraph:219: 77.1

paragraph:220: 404.0

paragraph:221: 424 %

paragraph:222: as a percentage of revenues

paragraph:223: 95 %

paragraph:224: 79 %

paragraph:225: 84 %

paragraph:226: 76 %

paragraph:227: Total operating costs and expenses

paragraph:228: 171.7

paragraph:229: 462.2

paragraph:230: 169 %

paragraph:231: 491.1

paragraph:232: 1,126.0

paragraph:233: 129 %

paragraph:234: as a percentage of revenues

paragraph:235: 488 %

paragraph:236: 203 %

paragraph:237: 537 %

paragraph:238: 213 %

paragraph:239: 9

paragraph:240: Cost of revenue was $68.5 million in Q4’25, representing an increase of 225% compared to the same period in 2024.

paragraph:241: ● The increase was due to the expansion of our core AI cloud business, primarily from expenses incurred for co-location and operating lease agreements, as well as the hiring to support our growing data-center operations.

paragraph:242: ● As a percentage of revenue, cost of revenue was 30% in Q4’25, down from 60% in Q4’24, primarily reflecting operating leverage as we scaled capacity .

paragraph:243: Product development expenses were $53.1 million in Q4’25, representing an increase of 66% compared to the same period in 2024.

paragraph:244: ● The increase in product development expenses was primarily driven by investment in our engineering and development teams to build and enhance our product offerings.

paragraph:245: ● As a percentage of revenue, product development expenses decreased to 23% from 91% in the prior year period owing to scale benefits.

paragraph:246: Sales, general and administrative expenses (“SG&A”) were $159.9 million in Q4’25, representing an increase of 87% compared to $85.4 million in the same period in 2024.

paragraph:247: ● The increase was partially driven by higher personnel expenses and professional service fees, as well as growth in marketing and advertising spend. The increase also includes a one-time, non-recurring expense of $43.6 million.

paragraph:248: ● SG&A as a percentage of revenues declined to 70% from 243% in the fourth quarter of 2024, also driven by operating leverage.

paragraph:249: Depreciation and amortization expenses (“D&A”) were $180.7 million in Q4’25, representing an increase of 443% compared to the same period in 2024.

paragraph:250: ● The primary driver of the dollar increase in D&A expenses was the continued investments in GPU-related capital expenditures and related data center hardware for the core AI cloud business.

paragraph:251: ● For the periods presented, we depreciated our server and network equipment over a four-year period.

paragraph:252: ● D&A as a percentage of revenue declined to 79% from 95% as revenue grew faster than D&A.

paragraph:253: 10

paragraph:254: Adjusted EBITDA

paragraph:255: In USD $ millions

paragraph:256: Three months ended

paragraph:257: December 31

paragraph:258: Twelve months ended

paragraph:259: December 31

paragraph:260: 2024

paragraph:261: 2025

paragraph:262: Change

paragraph:263: 2024

paragraph:264: 2025

paragraph:265: Change

paragraph:266: Adjusted EBITDA / (loss)

paragraph:267: (63.9 )

paragraph:268: 15.0

paragraph:269: n/m

paragraph:270: (226.3 )

paragraph:271: (64.9 )

paragraph:272: -71 %

paragraph:273: as a percentage of revenues

paragraph:274: -182 %

paragraph:275: 7 %

paragraph:276: -247 %

paragraph:277: -12 %

paragraph:278: Group adjusted EBITDA of $15.0 million in Q4 improved by $78.9 million year over year, as we achieved our first quarter of positive adjusted EBITDA at the Group level.

paragraph:279: ● The continued improvement in Adjusted EBITDA was driven primarily by the strong growth in our core AI cloud business, which generated adjusted EBITDA of $51.8 million and adjusted EBITDA margin of 24%.

paragraph:280: ● We achieved positive Q4 group adjusted EBITDA despite Avride and TripleTen recording adjusted EBITDA losses in the quarter.

paragraph:281: Capital Expenditures

paragraph:282: In Q4’25, capital expenditures were approximately $2.1 billion, primarily driven by purchases of GPUs and GPU-related hardware, and our data center expansion activities including investments in planned greenfield sites. We are confident in our ability to deliver on our increased target for greater than 3 GW of contracted power by the end of 2026, having already secured more than 2 GW of contracted power to date.

paragraph:283: Subsequent Events

paragraph:284: Following a review process conducted by the Audit Committee of the Board of Directors, the company plans to recommend that our shareholders approve the engagement of Deloitte & Touche LLP as the company’s independent registered public accounting firm for the financial year ending December 31, 2026 at its upcoming annual meeting.

paragraph:285: Guidance

paragraph:286: The company will share a detailed view of guidance on its earnings call and webcast.

paragraph:287: Earnings webcast

paragraph:288: Nebius Group will host a conference call and earnings webcast at 5:00 a.m. Pacific time/8:00 a.m. Eastern time/2:00 p.m. Central European Time on February 12, 2026 to discuss these financial results. To register to participate in the conference call, or to listen to the live audio webcast, please visit Nebius’s Investor Relations website at group.nebius.com/investor-hub .

paragraph:289: A replay will be available on the same website following the call.

paragraph:290: 11

paragraph:291: Forward-looking statements

paragraph:292: This document contains forward-looking statements 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 requirements and projected financial performance, are forward-looking statements. In some cases, these forward-looking statements can be identified by 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 views with respect to future events and are not a guarantee of future performance. The potential risks and uncertainties that could cause actual results to differ from the results predicted or implied by such statements include, among others, our ability to successfully compete in our sector; to implement our business plans; to continue to successfully capture customers; to continue to successfully obtain required supplies of hardware on acceptable terms; and to obtain further debt or equity financing that may be necessary to achieve our objectives on 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 “Operating and Financial Review and Prospects” in our Annual Report 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, which is available on our investor relations website 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.

paragraph:293: In addition, statements that “we believe” and similar statements reflect our beliefs and opinions on the relevant subject. These statements are based upon information available 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 exhaustive inquiry into, or review of, all potentially available relevant information. These statements are inherently uncertain, and investors are cautioned not to unduly rely upon these statements.

paragraph:294: Disclaimer

paragraph:295: Links to third-party websites are provided for informational purposes only; Nebius is not responsible for the content contained on or accessible through the linked sites.

paragraph:296: 12

paragraph:297: Use of Non-GAAP financial measures

paragraph:298: To supplement the financial information prepared and presented in accordance with U.S. GAAP, we present the following non-GAAP financial measures: Adjusted EBITDA/(loss) and Adjusted net income/(loss). The presentation of these financial measures is not intended to be considered in isolation or as a substitute for, or superior to, the financial information prepared and presented in accordance with U.S. GAAP. For more information on these non-GAAP financial measures, plea se 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 use as follows:

paragraph:299: ● Adjusted EBITDA/(loss) means U.S. GAAP net income/(loss) from continuing operations plus (1) depreciation and amortization, (2) certain SBC expense, (3) interest expense, (4) income tax expense/(benefit), (5) one-off restructuring and other expenses, less (1) interest income, (2) other income/(loss), net, (3) income/(loss) from equity method investments and (4) gain from revaluation of investments in equity securities.

paragraph:300: ● Adjusted net income/(loss) means U.S. GAAP net income/(loss) from continuing operations plus (1) certain SBC expense, (2) one-off restructuring and other expenses, (3) amortization of debt discount and issuance costs, net of interest expense capitalized less (1) foreign exchange (gains)/losses and (2) gain from revaluation of investments in equity securities. Tax effects related to the listed adjustments are excluded from adjusted net income.

paragraph:301: These non-GAAP financial measures are used by management for evaluating financial performance as well as decision-making. Management believes that these metrics reflect the organic, core operating performance of the company, and therefore are useful to analysts and investors in providing supplemental information that helps them understand, model and forecast the evolution of our operating business.

paragraph:302: Although our management uses these non-GAAP financial measures for operational decision-making and considers these financial measures to be useful for analysts and investors, we recognize that there are a number of limitations related to such measures. In particular, it should be noted that several of these measures exclude some recurring costs, particularly certain share-based compensation. In addition, the components of the costs that we exclude in our calculation of the measures described above may differ from the components that our peer companies exclude when they report their results of operations.

paragraph:303: Below we describe why we make particular adjustments to certain U.S. GAAP financial measures:

paragraph:304: Net income/(loss) from discontinued operations

paragraph:305: We present Adjusted EBITDA/(loss) and Adjusted net income / (loss) exluding any effects of our discontinued operations.

paragraph:306: Information on our discontinued operations is disclosed in our Annual Report 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, Nebius ceased to hold majority voting power in Toloka and no longer includes Toloka’s results in Nebius’ consolidated financial statements and reports its stake as equity method investment. Toloka’s results for prior periods were reclassified to discontinued operations.

paragraph:307: 13

paragraph:308: Certain SBC expense

paragraph:309: SBC (Stock-Based Compensation) is a significant expense item and an important 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 order to obtain a clearer picture of our operating performance. However, because we settled some RSU equity awards of our employees granted before 2022 in cash during 2024, a portion of stock-based compensation expense for 2024 was included in Adjusted EBITDA/(loss).

paragraph:310: Foreign exchange gains/(losses)

paragraph:311: 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 value of monetary assets and liabilities that are denominated in other currencies, as well as changes in the functional currencies of foreign subsidiaries' monetary assets and liabilities that are denominated in currencies different from their respective local currencies. Because foreign 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 operating performance.

paragraph:312: One-off restructuring and other expenses

paragraph:313: 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.

paragraph:314: Amortization of debt discount and issuance costs, net of interest expense capitalized

paragraph:315: We also adjust net income/(loss) for interest expense representing amortization of the debt discount and issuance costs related to our convertible senior notes, net of interest expense capitalized into cost of our property, plant and equipment. Debt discount 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 amortization of the debt discount and issuance costs due to the significantly different timing of payment in relation to the operating results.

paragraph:316: Contact investor relations:

paragraph:317: askIR@nebius.com

paragraph:318: 14

paragraph:1: EX-99.2

paragraph:2: 3

paragraph:3: tm2522866d1_ex99-2.htm

paragraph:4: EXHIBIT 99.2

paragraph:5: Exhibit 99.2

paragraph:6: Nebius Group

paragraph:7: Shareholder Letter

paragraph:8: Q2 2025

paragraph:9: August 7, 2025

paragraph:10: Introduction

paragraph:11: Fellow shareholders,

paragraph:12: These are exciting times. With AI developing at pace, we stand at the brink of the next great leap in technology. To achieve this, we need to build entirely new infrastructure for AI. This is a great challenge for the next decade and beyond.

paragraph:13: 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 of them.

paragraph:14: Demand is continuing to grow rapidly as frontier AI labs build more LLMs, thousands of new AI-native startups develop ever greater numbers of applications, and large enterprises incorporate AI into critical workstreams. We expect the fundamental trends in our space to continue to drive growth for years to come.

paragraph:15: Nebius is a recognized leader in AI infrastructure — across compute, software and services — and we are positioning the company to win.

paragraph:16: In our most recent quarter, we had a number of important accomplishments:

paragraph:17: We continued to deliver exceptional results across the board.

paragraph:18: ● We grew revenue 625% year-over-year and 106% quarter-over-quarter – a significant acceleration from Q1 – with growth supported by strong customer demand and near-peak utilization of our platform.

paragraph:19: ● We achieved positive adjusted EBITDA in our core business sooner than expected.

paragraph:20: 1

paragraph:21: 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.

paragraph:22: We are aggressively scaling capacity and targeting 1 GW of power in 2026.

paragraph:23: ● By the end of 2025, we expect our connected power to reach 220 MW. This includes capacity that is or will be connected to our data centers.

paragraph:24: ● In Finland, we are currently expanding up to 75 MW. In New Jersey, we recently increased our commitment to secure 100 MW of power this year and 100 MW of power in 2026.

paragraph:25: ● Beyond that, we are in advanced discussions for two significant new greenfield sites in the US. Overall, we are in the process of securing more than 1 GW of power by the end of 2026.

paragraph:26: We continued to expand and diversify our customer base.

paragraph:27: ● We are gaining traction on the enterprise side, adding large global technology logos including Cloudflare, Prosus and Shopify.

paragraph:28: ● We also remained one of the top neocloud providers for AI-native startups, winning customers like HeyGen, Lightning.AI, Photoroom and many others.

paragraph:29: We made significant enhancements to our cloud platform and customer experience. These enhancements are designed to provide customers with greater performance, improved reliability and better flexibility, including:

paragraph:30: ● Achieving faster run-time speed of our clusters as verified by MLPerf® Training v5.0 submission

paragraph:31: ● Improving cluster reliability by significantly increasing Mean Time Between Failure

paragraph:32: ● Launching Managed Soperator, our fully managed Slurm solution, available as a one-click, self-service option

paragraph:33: ● Strengthening our storage offering with a new class-of-object storage and third-party solutions

paragraph:34: ● Extending our integrations with leading AI development platforms and services

paragraph:35: ● We also continue to invest in new products like our Inference-as-a-Service solution to help customers utilize the latest LLM models for their inference workloads.

paragraph:36: We continued to grow our ecosystem.

paragraph:37: ● Our strategy is to build an API-first, developer friendly Platform-as-a-Service.

paragraph:38: ● We added new integrations and built on existing ones that make Nebius infrastructure more accessible to AI developers and researchers, including with AnyScale, BaseTen, Mithril (Foundry), LightningAI, and we deepened our collaborations with SkyPoint and NVIDIA.

paragraph:39: We are in the midst of a once-in-a-generation opportunity.

paragraph:40: 2

paragraph:41: Demand for AI infrastructure — compute, software and services — is only going to get stronger.

paragraph:42: Looking forward, we are fortunate to have multiple levers to finance our aggressive growth plans. To date, we have secured more than $4 billion in capital. Our strong balance sheet provides us with a wide range of potential financing options to support our ambitions. Furthermore, we believe that our portfolio of businesses and equity investments should provide us with additional billions of dollars in incremental capital over time, enabling us to continue investing in our core business.

paragraph:43: I’d like to thank our employees for their contributions to our current success, and to our shareholders for their continued support.

paragraph:44: Sincerely,

paragraph:45: Arkady Volozh

paragraph:46: 3

paragraph:47: Group Business Update

paragraph:48: Nebius

paragraph:49: Driving Scale

paragraph:50: We plan to have 220 MW of power connected to our data centers by the end of this year.

paragraph:51: At the end of Q2, our footprint spanned five active locations globally. In addition, we announced plans to launch in the UK and Israel later this year to support local AI development strategies 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 independent AI infrastructure builders globally. We expect to have 220 MW of connected power, which includes both active power and power that is fully provisioned in our data centers and can be activated immediately upon GPU installation.

paragraph:52: United States

paragraph:53: Strong demand continues to outpace capacity in the US as AI use-cases multiply. In light of the current market demand, coupled with capacity constraints, we are continuing to significantly grow our US capacity in 2025.

paragraph:54: ● Our Kansas City data center officially launched in April and we added more compute capacity in early July.

paragraph:55: ● Our new facility in Vinefield, New Jersey is on track to open by the end of the summer and we plan to offer instances from this facility this fall.

paragraph:56: ● We now have 200 MW of contracted power that is in active construction in New Jersey, of which 100 MW will be made available this year, with the rest following in 2026.

paragraph:57: Europe & Middle East

paragraph:58: Europe and the Middle East are large and thriving AI markets, with significant venture capital funding for AI startups and a growing number of scaled enterprises seeking to leverage AI to power their products and processes. Nebius continued to expand its global capacity footprint during the quarter, cementing our strong positions in both regions.

paragraph:59: ● We announced the development of two new data centers in the UK and Israel to support the large growth opportunities in Europe and the Middle East.

paragraph:60: ● In June, we announced our first general availability of NVIDIA GB200 Grace Blackwell Superchip capacity for customers in Europe. We expect our deployment of NVIDIA Blackwell Ultra GPUs in the UK to be operational during Q4 2025.

paragraph:61: 4

paragraph:62: ● We are on track to substantially complete the expansion of our Finnish data center by the end of 2025, bringing approximately 75 MW of contracted power to that facility.

paragraph:63: Expanding & Diversifying our Customer Base

paragraph:64: Our full-stack AI Cloud offering, brand and partnership efforts, coupled with our sales execution, are starting to deliver strong results.

paragraph:65: Q2 was an important turning point for our business. We continued to make strong progress with our core base of AI native tech startups, and also started to add new enterprise logos like Cloudflare, Prosus and Shopify. Customers are taking note of our differentiated offering, our 24/7 customer and technical support, and our ability to build products and tools tailored to our customers’ needs.

paragraph:66: In Q2, we remained a top neocloud provider for native AI tech startups, such as HeyGen, Lightning.AI, Photoroom, and many others.

paragraph:67: We also continue to serve customers across a broad range of industries, including financial services, life sciences, media & entertainment and technology.

paragraph:68: Notably, Shopify recently discussed at length how they are using AI in their business, and how Nebius helps power their AI infrastructure needs. Read their insightful blog

paragraph:69: here .

paragraph:70: Elevating Cloud Experience

paragraph:71: Our AI Cloud is a growing and differentiated platform .

paragraph:72: 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 as a full-stack AI cloud platform.

paragraph:73: Our AI-native architecture gives customers the flexibility of Infrastructure-as-a-Service (IaaS) with the velocity of Platform-as-a-Service (PaaS), and our momentum this quarter reflects the growing demand for performant, production-grade infrastructure that scales with their ambition.

paragraph:74: The vast majority of our contracted customers use our AI Cloud because we provide mission-critical software and services that provide them with the applications and tools they need to manage and grow their AI workloads.

paragraph:75: 5

paragraph:76: This quarter, we launched Nebius AI Cloud v3, which delivered a set of infrastructure and software upgrades focused on performance optimization, scheduling efficiency, system reliability, and customer flexibility at scale.

paragraph:77: Setting new standards in performance

paragraph:78: We continue to be a leader in infrastructure performance. In our latest MLPerf® Training v5.0 submission, we achieved top-tier speed and scalability. Our benchmarks showed near-linear scaling – a ~2x speedup when doubling from 64 to 128 nodes – a reflection of the powerful performance and efficiency of the Nebius infrastructure.

paragraph:79: Complementing this, we shipped topology-aware job scheduling across multiple frameworks (Slurm, Kubernetes, Volcano, Kueue). We also integrated NVIDIA Topograph to streamline topology data ingestion.

paragraph:80: 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.

paragraph:81: Reliability at scale

paragraph:82: We pushed our infrastructure reliability to new heights, significantly increasing Mean Time Before Failure (MTBF) to 168,000 GPU hours per week for a 3,000-GPU cluster. This is the result of multiple improvements:

paragraph:83: ● We reduced recurring problems that lead to job failures by 60%. We accomplished this by implementing a software stack that aggregates detailed analytics across all clusters automatically, enabling us to identify and focus on the most impactful root causes more effectively.

paragraph:84: ● Smarter health checks and improved autohealing for Slurm clusters and Kubernetes environments, allowing for seamless node recovery and uninterrupted training. This means significantly more uptime and lower costs for AI workloads, allowing customers to complete their runs in a timely manner for less.

paragraph:85: Expanding flexibility and customer choice

paragraph:86: To simplify data onboarding and broaden support for diverse architectures, we launched:

paragraph:87: ● A new data migration service for easy ingestion from any S3-compatible source – no extra infrastructure required. We believe this will make it much easier for customers to work with Nebius going forward.

paragraph:88: ● Support for third-party AI-optimized storage solutions like WEKA and VAST, giving customers more control and performance tuning capabilities.

paragraph:89: 6

paragraph:90: ● A new class of Object Storage optimized for streaming and checkpointing workloads, delivering up to 2 GB/s write throughput per GPU.

paragraph:91: Accelerating our inference platform

paragraph:92: Over the next several years, we believe inference has the potential to become a bigger opportunity than training, as more companies bring AI solutions at scale into their businesses.

paragraph:93: We support AI-centric integrated software vendors and enterprises that are applying AI in critical workflows with our fully vertically integrated inference-as-a-Service product. To do this, we are building an enterprise-grade platform that enables the deployment and scaling of open-source AI models like Llama, Qwen, DeepSeek, Flux, OpenAI’s new models, and others, with high performance and reliability on our dedicated infrastructure, giving full control in a unified API.

paragraph:94: 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.

paragraph:95: 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 to scaling inference into a key pillar of the business and to capture its significant market potential.

paragraph:96: Expanding Our Ecosystem

paragraph:97: We continued to expand our reach and drive brand affinity and awareness through strategic partnerships that strengthen our platform, increase visibility, and broaden our global presence.

paragraph:98: We deepened our collaboration with NVIDIA by expanding our integrations with NVIDIA’s accelerated computing platform, including support for the NVIDIA AI Enterprise software stack. In parallel, we added new integrations that make Nebius infrastructure more accessible to developers and researchers:

paragraph:99: ● AnyScale : offers a managed platform, built on Ray, an open-source unified compute framework for scaling AI and Python applications. This platform simplifies the deployment, scaling, and management of Ray applications. Our full integration with Anyscale facilitates easier deployment through the Nebius marketplace.

paragraph:100: ● BaseTen:

paragraph:101: operates a high-performance inference platform serving some of the leading AI companies in the market and early adopting enterprises. We completed full integration with the BaseTen inference platform in Q2. BaseTen now runs internal workloads on Nebius, and end users can deploy on BaseTen Cloud with Nebius as the underlying infrastructure.

paragraph:102: 7

paragraph:103: ● LightningAI : provides an end-to-end platform designed to simplify and accelerate the development, training, and deployment of AI models and application development. Lightning AI integrated with Nebius, enabling its 300,000+ community members to access our on-demand and preemptible compute offerings.

paragraph:104: ● Mithril (Foundry): is a platform designed to simplify and optimize the process of building, training, and deploying machine learning models. Nebius infrastructure is now available through Mithril's omnicloud platform, giving users access to Nebius compute capacity in both US and EU regions for training, inference, and experimentation.

paragraph:105: ● SkyPilot : offers an open-source framework for running AI and batch workloads on any infrastructure. We expanded our partnership with SkyPilot from Q1, and our April integration gives users a seamless path to run workloads on Nebius AI Cloud, helping bring new users to the platform while offering existing SkyPilot users an easy way to leverage Nebius's high-performance infrastructure.

paragraph:106: Avride

paragraph:107: Expanded robotic delivery use cases across multiple geographies.

paragraph:108: Avride continued to scale its autonomous delivery operations. In the US, robots delivered Uber Eats orders from restaurants across Jersey City, Dallas and Austin. The business also piloted a grocery delivery use case from an H-E-B supermarket, one of Texas’s largest grocery chains. Restaurant delivery operations also continued at The Ohio State University through a partnership with Grubhub, launched in early 2025.

paragraph:109: In Japan, Avride partnered with Mitsui Fudosan to deploy robots at the country’s largest outlet mall. Robots deployed as part of this pilot are tasked with handling warehouse-to-store logistics, such as delivering packing materials to stores and routing packed items to central pickup points for delivery.

paragraph:110: Advanced preparations for autonomous ride-hailing launch in Dallas.

paragraph:111: In Q2, Avride continued fleet testing in Dallas in preparation for its commercial launch with Uber later in 2025. Testing focuses on real-world operating conditions to validate safety and performance. The fleet includes Ioniq autonomous vehicles developed in partnership with Hyundai, with Avride responsible for software development and systems integration.

paragraph:112: 8

paragraph:113: TripleTen

paragraph:114: Strong growth in student enrollment driving revenue.

paragraph:115: TripleTen continued to deliver strong growth, supported by a quarter-over-quarter enrollment increase of approximately 6,000 new learners and growth in average revenue per check. 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.

paragraph:116: Driving learning outcomes with a focus on margins.

paragraph:117: TripleTen further leveraged AI-based tools to improve learning outcomes while optimizing operational efficiency. The integration of AI Tutor contributed to a nearly 35% increase in 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 launched a new AI Automation course as part of its broader effort to stay ahead of emerging workforce demands.

paragraph:118: Toloka and ClickHouse

paragraph:119: In addition to our smaller business units, we own equity stakes in both Toloka and ClickHouse.

paragraph:120: Toloka

paragraph:121: In May, Toloka raised capital from leading investors Bezos Expeditions and Mikhail Parakhin, as well as Nebius. In connection with this transaction, Nebius Group’s voting share in Toloka dropped below 50%, giving the Toloka team more autonomy to grow and scale their business. Nebius continues to own a significant majority economic stake in the business and intends to continue to support its growth and success. Our remaining stake in Toloka is accounted for under the equity method.

paragraph:122: ClickHouse

paragraph:123: ClickHouse is an open-source database platform, which we originally spun out in 2021. We currently own a minority equity stake in ClickHouse, and participated in the company’s most recent fundraising round.

paragraph:124: 9

paragraph:125: Committed to Scaling Sustainably

paragraph:126: Nebius published its 2024 sustainability report, underscoring how sustainability delivers wins for the business, customers and society more broadly.

paragraph:127: The report – Nebius’s first prepared with reference to the European Sustainability Reporting Standards – outlines how sustainability is embedded in our core strategy. It demonstrates how this focus translates directly into competitive advantages, including operational cost leadership through energy efficiency, readiness for evolving regulatory requirements, and differentiation in an increasingly sustainability-conscious market.

paragraph:128: In the reporting year, we achieved approximately 20% lower total cost of ownership through infrastructure efficiencies, including resilient hardware design and advanced energy-saving solutions. Our custom-designed servers alone saved 10 GWh of energy compared to off-the-shelf alternatives. Additionally, our data center in Finland covered 65% of the local municipality’s heating needs through heat recovery, while operating cooling systems without water or refrigerants.

paragraph:129: 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 commitment to sustainable, climate-responsible operations.

paragraph:130: For more information, please see our 2024 Sustainability Report at

paragraph:131: nebius.com/sustainability .

paragraph:132: Financial Update

paragraph:133: Note: Comparisons refer to the year-over-year changes from Q2’24 to Q2’25, unless otherwise indicated. Toloka results have been reclassified to discontinued operations in the current and prior-year periods.

paragraph:134: Revenue

paragraph:135: Three months ended June 30

paragraph:136: In USD $ millions

paragraph:137: 2024

paragraph:138: 2025

paragraph:139: Change

paragraph:140: Revenues

paragraph:141: 14.5

paragraph:142: 105.1

paragraph:143: 625 %

paragraph:144: 10

paragraph:145: Group revenue was $105.1 million, up 625% and up 106% quarter-over-quarter excluding Toloka’s results, which have been reclassified to discontinued operations.

paragraph:146: ● Our core AI infrastructure business, which accounted for the vast majority of total group revenue in Q2’25, ended the quarter with annualized run-rate revenue of $430 million, up from $249 million at the end of March.

paragraph:147: ● Demand remained strong, driven by increasing AI use cases, growth in adoption, and the expansion of our client base.

paragraph:148: ● The expansion of our sales force and customer support teams continued to propel strong growth. Even with our significant GPU capacity additions, we operated at near-peak utilization by the end of the quarter.

paragraph:149: ● Other businesses accounted for the remainder of the Group’s revenue.

paragraph:150: ○ TripleTen continued to deliver strong revenue growth supported by the addition of approximately 6,000 new students across the US and Latin America and the launch of new programs.

paragraph:151: ○ Avride’s revenue contribution in Q2 was immaterial.

paragraph:152: Operating expense

paragraph:153: In USD $ millions

paragraph:154: Three months ended June 30

paragraph:155: 2024

paragraph:156: 2025

paragraph:157: Change

paragraph:158: Cost of revenues

paragraph:159: 7.7

paragraph:160: 30.1

paragraph:161: 291 %

paragraph:162: as a percentage of revenues

paragraph:163: 53 %

paragraph:164: 29 %

paragraph:165: Product development

paragraph:166: 32.0

paragraph:167: 42.8

paragraph:168: 34 %

paragraph:169: as a percentage of revenues

paragraph:170: 221 %

paragraph:171: 41 %

paragraph:172: Sales, general and administrative

paragraph:173: 75.6

paragraph:174: 68.2

paragraph:175: -10 %

paragraph:176: as a percentage of revenues

paragraph:177: 521 %

paragraph:178: 65 %

paragraph:179: Depreciation and amortization

paragraph:180: 11.4

paragraph:181: 75.2

paragraph:182: n/m

paragraph:183: as a percentage of revenues

paragraph:184: 79 %

paragraph:185: 72 %

paragraph:186: Total operating costs and expenses

paragraph:187: 126.7

paragraph:188: 216.3

paragraph:189: 71 %

paragraph:190: as a percentage of revenues

paragraph:191: 874 %

paragraph:192: 206 %

paragraph:193: 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 infrastructure business.

paragraph:194: Product development expenses were $42.8 million, up 34%, representing 41% of revenue, a significant decline from the 221% of revenue reported in Q2’24. The dollar increase in product development expenses was primarily driven by the expansion of our engineering teams.

paragraph:195: 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 in Q2’25 increased from Q2’24 due to higher share-based compensation expenses.

paragraph:196: 11

paragraph:197: 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% in Q2’24. The key driver of the dollar increase in D&A expenses was the significant ramp-up in investments in GPU-related capital expenditures and related data center hardware for the core AI infrastructure business. We depreciate our hardware over a four-year period which we believe is conservative when compared to some other cloud providers.

paragraph:198: Adjusted EBITDA

paragraph:199: In USD $ millions

paragraph:200: Three months ended June 30

paragraph:201: 2024

paragraph:202: 2025

paragraph:203: Change

paragraph:204: Adjusted EBITDA / (loss)

paragraph:205: (58.1 )

paragraph:206: (21.0 )

paragraph:207: -64 %

paragraph:208: as a percentage of revenues

paragraph:209: -401 %

paragraph:210: -20 %

paragraph:211: 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 positive adjusted EBITDA in Q2’25. Our investments in Avride and TripleTen resulted in an adjusted EBITDA loss for the quarter.

paragraph:212: Capital Expenditures

paragraph:213: In Q2, our capital expenditures were $510.6 million, primarily driven by purchases of GPUs and GPU-related hardware, and our data center expansion activities.

paragraph:214: Guidance

paragraph:215: The company will share detailed guidance on its Q2 2025 earnings call.

paragraph:216: Earnings webcast

paragraph:217: Nebius Group will host a conference call and earnings webcast at 5:00 a.m. Pacific time/8:00 a.m. Eastern time/2:00 p.m. Central European Time on August 7, 2025 to discuss these financial results. To register to participate in the conference call, or to listen to the live audio webcast, please visit Nebius’s Investor Relations website at group.nebius.com/investor-hub .

paragraph:218: 12

paragraph:219: A replay will be available on the same website following the call.

paragraph:220: Forward-looking statements

paragraph:221: This document contains forward-looking statements 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 requirements and projected financial performance, are forward-looking statements. In some cases, these forward-looking statements can be identified by 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 views with respect to future events and are not a guarantee of future performance. The potential risks and uncertainties that could cause actual results to differ from the results predicted or implied by such statements include, among others, our ability to successfully compete in our sector; to implement our business plans; to continue to successfully capture customers; to continue to successfully obtain required supplies of hardware on acceptable terms; and to obtain further debt or equity financing that may be necessary to achieve our objectives on 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 “Operating and Financial Review and Prospects” in our Annual Report 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, which are available on our investor relations website 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.

paragraph:222: In addition, statements that “we believe” and similar statements reflect our beliefs and opinions on the relevant subject. These statements are based upon information available 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 exhaustive inquiry into, or review of, all potentially available relevant information. These statements are inherently uncertain, and investors are cautioned not to unduly rely upon these statements.

paragraph:223: Disclaimer

paragraph:224: Links to third-party websites are provided for informational purposes only; Nebius is not responsible for the content contained on or accessible through the linked sites.

paragraph:225: 13

paragraph:226: Use of Non-GAAP financial measures

paragraph:227: To supplement the financial information prepared and presented in accordance with U.S. GAAP, we present the following non-GAAP financial measures: Adjusted EBITDA/(loss) and Adjusted net income/(loss). The presentation of these financial measures is not intended to be considered in isolation or as a substitute for, or superior to, the financial information prepared and presented in accordance with U.S. GAAP. For more information on these non-GAAP financial 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 use as follows:

paragraph:228: ● Adjusted EBITDA/(loss) means U.S. GAAP net income/(loss) from continuing operations plus (1) depreciation and amortization, (2) certain SBC expense, (3) interest expense, (4) income tax expense/(benefit), (5) one-off restructuring and other expenses, less (1) interest income, (2) other income/(loss), net, (3) income/(loss) from equity method investments and (4) gain from revaluation of investment in equity securities.

paragraph:229: ● Adjusted net income/(loss) means U.S. GAAP net income/(loss) from continuing operations plus (1) certain SBC expense, (2) one-off restructuring and other expenses, (3) amortization of debt discount and issuance costs less (1) foreign exchange gains and (2) gain from revaluation of investment in equity securities. Tax effects related to the listed adjustments are excluded from adjusted net income.

paragraph:230: These non-GAAP financial measures are used by management for evaluating financial performance as well as decision-making. Management believes that these metrics reflect the organic, core operating performance of the company, and therefore are useful to analysts and investors in providing supplemental information that helps them understand, model and forecast the evolution of our operating business.

paragraph:231: Although our management uses these non-GAAP financial measures for operational decision-making and considers these financial measures to be useful for analysts and investors, we recognize that there are a number of limitations related to such measures. In particular, it should be noted that several of these measures exclude some recurring costs, particularly certain share-based compensation. In addition, the components of the costs that we exclude in our calculation of the measures described above may differ from the components that our peer companies exclude when they report their results of operations.

paragraph:232: Below we describe why we make particular adjustments to certain U.S. GAAP financial measures:

paragraph:233: Net income/(loss) from discontinued operations

paragraph:234: We present Adjusted net loss excluding any effects of our discontinued operations.

paragraph:235: 14

paragraph:236: Information on our discontinued operations is disclosed in our Annual Report 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, 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 were reclassified to discontinued operations.

paragraph:237: Certain SBC expense

paragraph:238: SBC (Stock-Based Compensation) is a significant expense item and an important 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 order to obtain a clearer picture of our operating performance. However, because we settled some RSU equity awards of our employees granted before 2022 in cash during 2024, a portion of stock-based compensation expense for 2024 was included in Adjusted EBITDA/(loss).

paragraph:239: Foreign exchange gains/(losses)

paragraph:240: 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 value of monetary assets and liabilities that are denominated in other currencies, as well as changes in the functional currencies of foreign subsidiaries' monetary assets and liabilities that are denominated in currencies different from their respective local currencies. Because foreign 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 operating performance.

paragraph:241: One-off restructuring and other expenses

paragraph:242: 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.

paragraph:243: The tables at the end of this release provide detailed reconciliations of each non-GAAP financial measure we use from the most directly comparable U.S. GAAP financial measure.

paragraph:244: Amortization of debt discount and issuance costs

paragraph:245: 15

paragraph:246: We also adjust net income/(loss) for interest expense representing amortization of the debt discount and issuance costs related to our convertible senior notes due 2029 and 2031 issued in Q2 2025. Debt discount 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 amortization of the debt discount and issuance costs due to the significantly different timing of payment in relation to the operating results.

paragraph:247: 16

paragraph:248: Contact investor relations:

paragraph:249: askIR@nebius.com

paragraph:250: 17

paragraph:1: EX-99.1

paragraph:2: 2

paragraph:3: tm2515580d1_ex99-1.htm

paragraph:4: EXHIBIT 99.1

paragraph:5: Exhibit 99.1

paragraph:6: Nebius Group N.V. announces first quarter 2025 financial results

paragraph:7: Amsterdam, May 20, 2025 – Nebius Group N.V. (“Nebius Group”, the “Group” or the “Company”; NASDAQ: NBIS), (1) a leading AI infrastructure company, today announced its unaudited financial results for the first quarter ended March 31, 2025.

paragraph:8: In Q1 2025, the Group’s revenue of $55.3 million increased 385% year over year, driven primarily by the core AI infrastructure business. Adjusted EBITDA loss in Q1 2025 was $62.6 million and net loss from continuing operations was $113.6 million.

paragraph:9: The Company also today published an inaugural quarterly shareholder letter from founder and CEO Arkady Volozh, and an accompanying presentation with key business and financial updates. These items can be found on the Company’s investor relations site at group.nebius.com/investor-hub.

paragraph:10: Q1 2025 Financial Highlights

paragraph:11: Consolidated results

paragraph:12: (1), (2)

paragraph:13: In USD $ millions

paragraph:14: Three months ended March 31

paragraph:15: 2024

paragraph:16: 2025

paragraph:17: Change

paragraph:18: Revenues

paragraph:19: 11.4

paragraph:20: 55.3

paragraph:21: 385 %

paragraph:22: Adjusted EBITDA / (loss)

paragraph:23: (70.9 )

paragraph:24: (62.6 )

paragraph:25: -12 %

paragraph:26: Net loss from continuing operations

paragraph:27: (80.5 )

paragraph:28: (113.6 )

paragraph:29: 41 %

paragraph:30: Adjusted net loss

paragraph:31: (77.6 )

paragraph:32: (92.5 )

paragraph:33: 19 %

paragraph:34: Operating expenses

paragraph:35: In USD $ millions

paragraph:36: Three months ended March 31

paragraph:37: 2024

paragraph:38: 2025

paragraph:39: Change

paragraph:40: Cost of revenues

paragraph:41: 8.9

paragraph:42: 29.5

paragraph:43: 231 %

paragraph:44: as a percentage of revenues

paragraph:45: 78 %

paragraph:46: 53 %

paragraph:47: Product development

paragraph:48: 25.2

paragraph:49: 40.0

paragraph:50: 59 %

paragraph:51: as a percentage of revenues

paragraph:52: 221 %

paragraph:53: 72 %

paragraph:54: Sales, general and administrative

paragraph:55: 51.3

paragraph:56: 66.1

paragraph:57: 29 %

paragraph:58: as a percentage of revenues

paragraph:59: 450 %

paragraph:60: 120 %

paragraph:61: Depreciation and amortization

paragraph:62: 8.9

paragraph:63: 49.2

paragraph:64: 453 %

paragraph:65: as a percentage of revenues

paragraph:66: 78 %

paragraph:67: 89 %

paragraph:68: Total operating costs and expenses

paragraph:69: 94.3

paragraph:70: 184.8

paragraph:71: 96 %

paragraph:72: as a percentage of revenues

paragraph:73: 827 %

paragraph:74: 334 %

paragraph:75: Total share-based compensation expense

paragraph:76: 5.9

paragraph:77: 17.6

paragraph:78: 198 %

paragraph:79: as a percentage of operating expenses

paragraph:80: 6 %

paragraph:81: 10 %

paragraph:82: Selected consolidated cash flow data

paragraph:83: In USD $ millions

paragraph:84: Three months ended March 31

paragraph:85: 2024

paragraph:86: 2025

paragraph:87: Change

paragraph:88: Cash used in operating activities

paragraph:89: (69.8 )

paragraph:90: (197.8 )

paragraph:91: 183 %

paragraph:92: Puchases of property, plant and equipment

paragraph:93: (58.9 )

paragraph:94: (544.0 )

paragraph:95: n/m

paragraph:96: (1) The following measures presented in this release are “non-GAAP financial measures”: Adjusted EBITDA / (loss) and Adjusted net loss. Please see the section “Use of Non-GAAP Financial Measures” below for a discussion of how we define these measures, as well as reconciliations at the end of this release of each of these measures to the most directly comparable U.S. GAAP measures.

paragraph:97: (2) Results include consolidated financial results of: Nebius, the core AI infrastructure business; Toloka, an AI development platform; TripleTen, an edtech service; and Avride, an autonomous vehicle platform.

paragraph:98: 1

paragraph:99: Subsequent events

paragraph:100: Toloka Investment from Bezos Expeditions

paragraph:101: On May 7, 2025 Nebius Group N.V. announced a strategic investment in Toloka, its AI data solutions business, led by Bezos Expeditions with participation from Mikhail Parakhin, CTO of Shopify. The investment marks a pivotal step in Toloka’s evolution, and will enable the company to scale rapidly and sharpen its strategic focus amid accelerating global demand for reliable, high-quality AI data solutions.

paragraph:102: Outstanding Shares; Equity Awards

paragraph:103: The total number of shares issued and outstanding as of March 31, 2025 was 238,108,831, including 202,410,157 Class A shares and 35,698,674 Class B shares, and excluding 123,932,112 Class A shares held in treasury.

paragraph:104: As of March 31, 2025, there were also outstanding employee share options to purchase up to an additional 1.2 million shares, at a weighted average exercise price of $40.00 per share, all of which were fully vested; equity-settled share appreciation rights (SARs) for 0.1 million shares, at a weighted average measurement price of $32.85, all of which were fully vested; restricted share units (RSUs) covering approximately 7.4 million shares, of which RSUs to acquire 0.3 million shares were fully vested. In addition, the Company has outstanding awards in respect of the Avride business for 6.8 million shares (representing approximately 17.0% of fully diluted shares in Avride), 2.3 million of which were fully vested.

paragraph:105: Webcast information

paragraph:106: Nebius Group’s management will hold an earnings webcast on May 20, 2025 at 8:00 AM (EDT) / 5:00 AM (PDT) / 2:00 PM (CET).

paragraph:107: To access the webcast, please follow the link:

paragraph:108: https://goldmansachs.zoom.us/webinar/register/WN_yvxosJvoTKihOOMdEJKFkw

paragraph:109: About Nebius Group

paragraph:110: Nebius Group is a technology company building full-stack infrastructure to service the high-growth global AI industry. Headquartered in Amsterdam and listed on Nasdaq, the Company has a global footprint with R&D hubs across Europe, North America and Israel.

paragraph:111: Nebius Group’s core business is an AI cloud platform built for intensive AI workloads. With proprietary cloud software architecture and hardware designed in-house, Nebius gives AI builders the compute, storage, managed services and tools they need to build, tune and run their models.

paragraph:112: The group also operates additional businesses under their own distinctive brands:

paragraph:113: · Avride – one of the most experienced teams developing autonomous driving technology for self-driving cars and delivery robots.

paragraph:114: · TripleTen – a leading edtech player in the U.S. and certain other markets, re-skilling people for careers in tech;

paragraph:115: Nebius Group also holds equity stakes in other businesses including ClickHouse and Toloka (to be deconsolidated) (1) .

paragraph:116: More information can be found at https://group.nebius.com.

paragraph:117: (1) Following the completion of the investment transaction for Toloka in Q2 2025, Nebius ceased to hold majority voting power in Toloka and will no longer include Toloka’s results in Nebius’ consolidated financial statements and will instead report its stake as equity method investment. The Toloka’s results for prior periods will be reclassified to discontinued operations starting Q2 2025.

paragraph:118: 2

paragraph:119: FORWARD-LOOKING STATEMENTS

paragraph:120: This press release contain forward-looking statements that involve risks and uncertainties. All statements contained or implied other than statements of historical facts, including, without limitation, statements regarding our review of strategic options to accelerate growth, business plans, market opportunities, capital expenditure requirements, financing requirements and projected financial performance, are forward-looking statements. In some cases, these forward-looking statements can be identified by 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 views with respect to future events and are not a guarantee of future performance. The potential risks and uncertainties that could cause actual results to differ from the results predicted or implied by such statements include, among others, our ability to successfully operate and develop a fundamentally different, early-stage group following the divestment of a significant portion of our historical operations; to implement our business plans; to continue to successfully capture customers; to continue to successfully obtain required supplies of hardware on acceptable terms; and to obtain any further debt or equity financing that may be necessary to achieve our objectives. 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 “Operating and Financial Review and Prospects” in our Annual Report 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, which are available on our investor relations website at https://group.nebius.com and on the SEC website at www.sec.gov. All information in this release is as of May 20, 2025, and the Company undertakes no duty to update this information unless required by law.

paragraph:121: In addition, statements that “we believe” and similar statements reflect our beliefs and opinions on the relevant subject. These statements are based upon information available to us as of the date of this press release, 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 exhaustive inquiry into, or review of, all potentially available relevant information. These statements are inherently uncertain, and investors are cautioned not to unduly rely upon these statements.

paragraph:122: USE OF NON-GAAP FINANCIAL MEASURES

paragraph:123: To supplement the financial information prepared and presented in accordance with U.S. GAAP, we present the following non-GAAP financial measures: Adjusted EBITDA/(loss) and Adjusted net income/(loss). The presentation of these financial measures is not intended to be considered in isolation or as a substitute for, or superior to, the financial information prepared and presented in accordance with U.S. GAAP. For more information on these non-GAAP financial 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 use as follows:

paragraph:124: · Adjusted EBITDA/(loss) means U.S. GAAP net income/(loss) from continuing operations plus (1) depreciation and amortization, (2) certain SBC expense, (3) interest expense, (4) income tax expense/(benefit), (5) one-off restructuring and other expenses, less (1) interest income, (2) other income/(loss), net, and (3) income/(loss) from equity method investments.

paragraph:125: · Adjusted net income/(loss) means U.S. GAAP net income/(loss) from continuing operations plus (1) certain SBC expense, (2) one-off restructuring and other expenses, less (1) foreign exchange gains. Tax effects related to the listed adjustments are excluded from adjusted net income.

paragraph:126: These non-GAAP financial measures are used by management for evaluating financial performance as well as decision-making. Management believes that these metrics reflect the organic, core operating performance of the company, and therefore are useful to analysts and investors in providing supplemental information that helps them understand, model and forecast the evolution of our operating business.

paragraph:127: Although our management uses these non-GAAP financial measures for operational decision-making and considers these financial measures to be useful for analysts and investors, we recognize that there are a number of limitations related to such measures. In particular, it should be noted that several of these measures exclude some recurring costs, particularly certain share-based compensation. In addition, the components of the costs that we exclude in our calculation of the measures described above may differ from the components that our peer companies exclude when they report their results of operations.

paragraph:128: 3

paragraph:129: Below we describe why we make particular adjustments to certain U.S. GAAP financial measures:

paragraph:130: Net income/(loss) from discontinued operations

paragraph:131: We present Adjusted net loss excluding any effects of our discontinued operations.

paragraph:132: Information on our discontinued operations is disclosed in our Annual Report 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.

paragraph:133: Certain SBC expense

paragraph:134: SBC (Stock-Based Compensation) is a significant expense item and an important 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 order to obtain a clearer picture of our operating performance. However, because we settled some RSU equity awards of our employees granted before 2022 in cash during 2024, a portion of stock-based compensaction expense for 2024 was included in Adjusted EBITDA/(loss).

paragraph:135: Foreign exchange gains/(losses)

paragraph:136: 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 value of monetary assets and liabilities that are denominated in other currencies, as well as changes in the functional currencies of foreign subsidiaries' monetary assets and liabilities that are denominated in currencies different from their respective local currencies. Because foreign 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 operating performance.

paragraph:137: One-off restructuring and other expenses

paragraph:138: 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.

paragraph:139: The tables at the end of this release provide detailed reconciliations of each non-GAAP financial measure we use from the most directly comparable U.S. GAAP financial measure.

paragraph:140: 4

paragraph:141: Nebius Group N.V.

paragraph:142: Unaudited Condensed Consolidated Balance Sheets

paragraph:143: (in millions of U.S. dollars)

paragraph:144: As of

paragraph:145: December 31,

paragraph:146: March 31,

paragraph:147: 2024*

paragraph:148: 2025

paragraph:149: ASSETS

paragraph:150: Cash and cash equivalents

paragraph:151: 2,449.6

paragraph:152: 1,447.0

paragraph:153: Accounts receivable

paragraph:154: 13.1

paragraph:155: 24.3

paragraph:156: Prepaid expenses

paragraph:157: 22.9

paragraph:158: 22.4

paragraph:159: Restricted cash

paragraph:160: 0.6

paragraph:161: 80.6

paragraph:162: VAT reclaimable

paragraph:163: 8.1

paragraph:164: 84.4

paragraph:165: Other current assets

paragraph:166: 39.0

paragraph:167: 24.6

paragraph:168: Total current assets

paragraph:169: 2,533.3

paragraph:170: 1,683.3

paragraph:171: Property and equipment

paragraph:172: 847.0

paragraph:173: 1,334.1

paragraph:174: Intangible assets

paragraph:175: 4.9

paragraph:176: 17.4

paragraph:177: Operating lease right-of-use assets

paragraph:178: 45.0

paragraph:179: 250.3

paragraph:180: Equity method investments

paragraph:181: 6.4

paragraph:182: 6.4

paragraph:183: Investments in non-marketable equity securities

paragraph:184: 90.7

paragraph:185: 90.7

paragraph:186: Deferred tax assets

paragraph:187: 7.8

paragraph:188: 8.9

paragraph:189: Other non-current assets

paragraph:190: 13.5

paragraph:191: 45.4

paragraph:192: Total non-current assets

paragraph:193: 1,015.3

paragraph:194: 1,753.2

paragraph:195: TOTAL ASSETS

paragraph:196: 3,548.6

paragraph:197: 3,436.5

paragraph:198: LIABILITIES AND SHAREHOLDERS’ EQUITY

paragraph:199: Accounts payable, accrued and other liabilities

paragraph:200: 235.5

paragraph:201: 61.4

paragraph:202: Debt, current portion

paragraph:203: 6.1

paragraph:204: 6.2

paragraph:205: Income and non-income taxes payable

paragraph:206: 5.9

paragraph:207: 6.9

paragraph:208: Deferred revenue

paragraph:209: 16.5

paragraph:210: 19.0

paragraph:211: Total current liabilities

paragraph:212: 264.0

paragraph:213: 93.5

paragraph:214: Operating lease liabilities

paragraph:215: 30.3

paragraph:216: 181.6

paragraph:217: Other accrued liabilities

paragraph:218: 0.6

paragraph:219: 0.1

paragraph:220: Total non-current liabilities

paragraph:221: 30.9

paragraph:222: 181.7

paragraph:223: Total liabilities

paragraph:224: 294.9

paragraph:225: 275.2

paragraph:226: Commitments and contingencies

paragraph:227: Shareholders’ equity:

paragraph:228: Ordinary shares

paragraph:229: 9.2

paragraph:230: 9.2

paragraph:231: Treasury shares at cost

paragraph:232: (1,968.1 )

paragraph:233: (1,931.4 )

paragraph:234: Additional paid-in capital

paragraph:235: 2,016.7

paragraph:236: 1,996.0

paragraph:237: Accumulated other comprehensive loss

paragraph:238: (22.1 )

paragraph:239: (16.9 )

paragraph:240: Retained earnings

paragraph:241: 3,218.0

paragraph:242: 3,104.4

paragraph:243: Total shareholders’ equity

paragraph:244: 3,253.7

paragraph:245: 3,161.3

paragraph:246: TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY

paragraph:247: 3,548.6

paragraph:248: 3,436.5

paragraph:249: * Derived from audited consolidated financial statements

paragraph:250: 5

paragraph:251: Nebius Group N.V.

paragraph:252: Unaudited

paragraph:253: Condensed Consolidated Statements of Operations

paragraph:254: (in millions of U.S. dollars)

paragraph:255: Three months ended March 31

paragraph:256: 2024*

paragraph:257: 2025

paragraph:258: Revenues

paragraph:259: 11.4

paragraph:260: 55.3

paragraph:261: Operating costs and expenses:

paragraph:262: Cost of revenues (1)

paragraph:263: 8.9

paragraph:264: 29.5

paragraph:265: Product development (1)

paragraph:266: 25.2

paragraph:267: 40.0

paragraph:268: Sales, general and administrative (1)

paragraph:269: 51.3

paragraph:270: 66.1

paragraph:271: Depreciation and amortization

paragraph:272: 8.9

paragraph:273: 49.2

paragraph:274: Total operating costs and expenses

paragraph:275: 94.3

paragraph:276: 184.8

paragraph:277: Loss from operations

paragraph:278: (82.9 )

paragraph:279: (129.5 )

paragraph:280: Interest income

paragraph:281: 0.4

paragraph:282: 8.6

paragraph:283: Income/(loss) from equity method investments

paragraph:284: —

paragraph:285: 0.1

paragraph:286: Other income/(loss), net

paragraph:287: (1.0 )

paragraph:288: 8.1

paragraph:289: Net loss before income taxes

paragraph:290: (83.5 )

paragraph:291: (112.7 )

paragraph:292: Income tax expense/(benefit)

paragraph:293: (3.0 )

paragraph:294: 0.9

paragraph:295: Net loss from continuing operations

paragraph:296: (80.5 )

paragraph:297: (113.6 )

paragraph:298: Net loss from discontinued operations

paragraph:299: (236.0 )

paragraph:300: —

paragraph:301: Net loss

paragraph:302: (316.5 )

paragraph:303: (113.6 )

paragraph:304: * Derived from audited consolidated financial statements

paragraph:305: (1) These balances exclude depreciation and amortization expenses, which are presented separately, and include share-based compensation.

paragraph:306: 6

paragraph:307: Nebius Group N.V.

paragraph:308: RECONCILIATIONS OF NON-GAAP FINANCIAL MEASURES

paragraph:309: TO THE NEAREST COMPARABLE U.S. GAAP MEASURES

paragraph:310: Reconciliation of Adjusted EBITDA / (loss) to U.S. GAAP Net Income / (loss)

paragraph:311: In USD $ millions

paragraph:312: Three months ended March 31

paragraph:313: 2024

paragraph:314: 2025

paragraph:315: Change

paragraph:316: Net loss

paragraph:317: (316.5 )

paragraph:318: (113.6 )

paragraph:319: -64 %

paragraph:320: Add: net loss from discontinued operations

paragraph:321: 236.0

paragraph:322: —

paragraph:323: -100 %

paragraph:324: Net loss from continuing operations

paragraph:325: (80.5 )

paragraph:326: (113.6 )

paragraph:327: 41 %

paragraph:328: Add: depreciation and amortization

paragraph:329: 8.9

paragraph:330: 49.2

paragraph:331: n/m

paragraph:332: Add: one-off restructuring and other expenses

paragraph:333: —

paragraph:334: 0.1

paragraph:335: n/m

paragraph:336: Add: certain SBC expense

paragraph:337: 3.1

paragraph:338: 17.6

paragraph:339: n/m

paragraph:340: Less: interest income

paragraph:341: (0.4 )

paragraph:342: (8.6 )

paragraph:343: n/m

paragraph:344: Less: (income) / loss from equity method investments

paragraph:345: —

paragraph:346: (0.1 )

paragraph:347: -100 %

paragraph:348: Less: other (income) / loss, net

paragraph:349: 1.0

paragraph:350: (8.1 )

paragraph:351: n/m

paragraph:352: Add: income tax expense/(benefit)

paragraph:353: (3.0 )

paragraph:354: 0.9

paragraph:355: -130 %

paragraph:356: Adjusted EBITDA/(loss)

paragraph:357: (70.9 )

paragraph:358: (62.6 )

paragraph:359: -12 %

paragraph:360: Reconciliation of Adjusted Net Income / (loss) to U.S. GAAP Net Income / (loss)

paragraph:361: In USD $ millions

paragraph:362: Three months ended March 31

paragraph:363: 2024

paragraph:364: 2025

paragraph:365: Change

paragraph:366: Net loss

paragraph:367: (316.5 )

paragraph:368: (113.6 )

paragraph:369: -64 %

paragraph:370: Add: Net loss from discontinued operations

paragraph:371: 236.0

paragraph:372: —

paragraph:373: -100 %

paragraph:374: Net loss from continuing operations

paragraph:375: (80.5 )

paragraph:376: (113.6 )

paragraph:377: 41 %

paragraph:378: Add: certain SBC expense

paragraph:379: 3.1

paragraph:380: 17.6

paragraph:381: n/m

paragraph:382: Less: foreign exchange (gains) / losses

paragraph:383: (0.2 )

paragraph:384: 3.6

paragraph:385: n/m

paragraph:386: Add: one-off restructuring and other expenses

paragraph:387: —

paragraph:388: 0.1

paragraph:389: n/m

paragraph:390: Tax effect of adjustments

paragraph:391: —

paragraph:392: (0.2 )

paragraph:393: -100 %

paragraph:394: Adjusted net loss

paragraph:395: (77.6 )

paragraph:396: (92.5 )

paragraph:397: 19 %

paragraph:398: Contacts:

paragraph:399: Investor Relations

paragraph:400: askIR@nebius.com

paragraph:401: Media Relations

paragraph:402: media@nebius.com

paragraph:403: 7