Nebius Group N.V. (NBIS) 20-F 2026: AI Summary

Summary

Full summary

The Print

Nebius Group reported FY2025 revenue of $529.8M (up 479% YoY) and net income of $82.5M, swinging to profit from a $641.4M loss in 2024, with the profit driven by a $598.9M non-cash gain from revaluation of equity investments.

Revenue increased 479% to $529.8M, which the filing attributes predominantly to revenues generated by the core AI cloud business, Nebius, and to a lesser extent growth in TripleTen. Net income swung to $82.5M from a $641.4M loss, a change that includes a $598.9M gain from revaluation of investments in equity securities and $72.7M of net income from discontinued operations, while the loss from operations widened to $611.7M from $399.6M.

Revenue of $529.8M in FY2025 versus $91.5M in FY2024, a 479% increase, with the Nebius AI cloud segment contributing $480.3M of the total.
Net income of $82.5M in FY2025 versus a net loss of $641.4M in FY2024; the swing includes a $598.9M gain from revaluation of investments in equity securities (primarily ClickHouse) and $72.7M net income from discontinued operations.
Loss from operations widened to $611.7M in FY2025 from $399.6M in FY2024, as total operating costs and expenses rose to $1,141.5M from $491.1M.
Basic EPS of $0.34 in FY2025 versus $(2.28) in FY2024; diluted EPS of $0.33.

Results That Matter

Revenues
Current period
$529.8M
Prior period
$91.5M
Change
+479.0%
The increase was predominantly driven by the revenues generated by our core AI cloud business, Nebius, and to a lesser extent, growth in TripleTen.
Loss from operations
Current period
$611.7M
Prior period
$399.6M
Change
−53.1%
Total operating costs and expenses increased to $1,141.5M in 2025 from $491.1M in 2024, driven by increases in cost of revenues, product development, sales, general and administrative, and depreciation and amortization.
Net income / (loss)
Current period
$82.5M
Prior period
$641.4M
Change
—
The swing to net income includes a $598.9M gain from revaluation of investments in equity securities and $72.7M of net income from discontinued operations, partially offset by the widened operating loss.
Net income / (loss) from continuing operations
Current period
$9.8M
Prior period
$352.0M
Change
—
Continuing operations generated net income of $9.8M in 2025, compared with a net loss of $352.0M in 2024.
Net income / (loss) from discontinued operations
Current period
$72.7M
Prior period
$289.4M
Change
—
The 2025 amount includes an $85.9M gain from disposal of Toloka and a $13.2M net loss from discontinued operations of Toloka.
Basic net income / (loss) per Class A and Class B share
Current period
$0.34
Prior period
$2.3
Change
—
Basic EPS reflects the net income attributable to ordinary shareholders for the period.
Diluted net income / (loss) per Class A and Class B share
Current period
$0.33
Prior period
$2.3
Change
—
Diluted EPS reflects the dilutive effect of Share-Based Awards and convertible debt under the if-converted method.

Financial highlights: current period, prior period, change, and investor takeaway per metric
Metric	Current Period	Prior Period	Change	Investor Takeaway
Revenues	$529.8M	$91.5M	+479.0%	The increase was predominantly driven by the revenues generated by our core AI cloud business, Nebius, and to a lesser extent, growth in TripleTen.
Loss from operations	$611.7M	$399.6M	−53.1%	Total operating costs and expenses increased to $1,141.5M in 2025 from $491.1M in 2024, driven by increases in cost of revenues, product development, sales, general and administrative, and depreciation and amortization.
Net income / (loss)	$82.5M	$641.4M	—	The swing to net income includes a $598.9M gain from revaluation of investments in equity securities and $72.7M of net income from discontinued operations, partially offset by the widened operating loss.
Net income / (loss) from continuing operations	$9.8M	$352.0M	—	Continuing operations generated net income of $9.8M in 2025, compared with a net loss of $352.0M in 2024.
Net income / (loss) from discontinued operations	$72.7M	$289.4M	—	The 2025 amount includes an $85.9M gain from disposal of Toloka and a $13.2M net loss from discontinued operations of Toloka.
Basic net income / (loss) per Class A and Class B share	$0.34	$2.3	—	Basic EPS reflects the net income attributable to ordinary shareholders for the period.
Diluted net income / (loss) per Class A and Class B share	$0.33	$2.3	—	Diluted EPS reflects the dilutive effect of Share-Based Awards and convertible debt under the if-converted method.

Earnings Quality & Cash Conversion

Net income of $82.5M includes a $598.9M gain from revaluation of investments in equity securities, of which $597.4M relates to ClickHouse and $1.5M to other investments, and $72.7M of net income from discontinued operations. Loss from operations was $611.7M. The filing states that the gain was attributable to the remeasurement of our investments in ClickHouse Inc. and other smaller investments, resulting in gains of $597.4 million and $1.5 million, respectively. The filing also discloses a one-time, non-recurring expense of $43.6 million related to equipment loss during transportation within sales, general and administrative expenses.

Red flag

The auditor expressed an adverse opinion on the Company's internal control over financial reporting as of December 31, 2025, identifying material weaknesses in internal controls over property and equipment and over the revenue process for the TripleTen segment.

Red flag

Accounts receivable, net increased to $720.3M at December 31, 2025 from $11.2M at December 31, 2024, while revenue increased 479% over the same period.

Red flag

Net income of $82.5M includes a $598.9M non-cash gain from revaluation of investments in equity securities, exceeding the reported net income.

Value Drivers & Capital Allocation

Capital expenditures $4.1B (prior $807.5M) (selected cash-flow amount, not necessarily total capital investment).

“For the year ended December 31, 2025, net cash provided by financing activities was $5,125.5 million. The amount was primarily related to gross proceeds from issuance of convertible notes of $4,162.5 million, gross proceeds from sale of equity securities of $1,150.0 million, proceeds from issuance by Avride of SAFE instruments of $100.0 million and proceeds from exercise of share options of $8.4 million.”
— Filing statement

“In 2025, we raised over $5 billion, primarily through equity and convertible debt at interest rates between 1.0% and 3.0%. In the first quarter of 2026, we raised more than $6 billion in additional equity and convertible debt financing, and we will continue to evaluate other opportunities, including new sources of capital, such as asset-backed financing.”
— Filing statement

“In November 2025, we established an at-the-market equity program covering up to 25 million Class A shares, enabling us to access equity funding on an ongoing basis. We have not used the program to date.”
— Filing statement

“In February 2026, we acquired Tavily, a leading provider of AI agentic search.”
— Filing statement

“In October 2025, Uber participated alongside us in an investment of up to $375 million into Avride.”
— Filing statement

Return on equity was 1.8% (prior -19.7%) (period net income / period-end equity, not annualized); return on assets 0.7% (prior -18.1%) (period net income / period-end assets, not annualized).

Forward Signals

The filing does not provide quantitative revenue or earnings guidance. It states that results of operations will continue to be significantly affected by the level of expenditures incurred to expand compute capacity, the cost of capital available to finance this growth, and the pricing and supply/demand dynamics in the competitive industry.

Known trends

The Group signed strategic, long-term contracts to provide capacity to Microsoft and Meta, and states that its ability to provide capacity to these customers will be critical to its operating and financial performance as it fulfills obligations over the life of contracts (five years).
The Group expects to raise additional equity or debt financing to support its growth, including secured financing arrangements such as asset-backed or other collateralized structures.
In January 2026, the Company completed an assessment of the useful lives of servers and network equipment and concluded that the estimated useful lives of such assets should be extended from four to five years, with an expected reduction in depreciation expenses for fiscal year 2026 of approximately $167.6 million.

Subsequent events

In January 2026, ClickHouse completed a Series D convertible preferred stock financing raising $400 million at a valuation of approximately $15 billion, which the Group states will result in a remeasurement of its investment in ClickHouse as of the transaction date, presented in the quarter ending March 31, 2026.
In February 2026, the Group acquired Tavily, a leading provider of AI agentic search.
In the first quarter of 2026, the Group raised more than $6 billion in additional equity and convertible debt financing.

“In 2025, we raised over $5 billion, primarily through equity and convertible debt at interest rates between 1.0% and 3.0%.”
— Nebius Group N.V.

“In the first quarter of 2026, we raised more than $6 billion in additional equity and convertible debt financing, and we will continue to evaluate other opportunities, including new sources of capital, such as asset-backed financing.”
— Nebius Group N.V.

Risks

5 source-verified filing excerpts. Selected excerpts are not a complete risk inventory.

Filing excerpt 1

EvidenceOur core business is capital-intensive and currently not profitable, and our ability to continue to operate and to grow will depend in large part on our ability to raise additional equity or debt financing, either through the public or private markets or other third-party sources.

Filing excerpt 2

EvidenceWe have identified two material weaknesses in our internal control over financial reporting. If we are unable to remediate these material weaknesses, or if we identify additional material weaknesses in the future or otherwise fail to establish and maintain an effective system of internal controls, we may not be able to accurately or timely report our financial condition or results of operations, which may adversely affect our business.

Filing excerpt 3

EvidenceWe currently rely on Nvidia for the GPU chips we use and on a limited number of other suppliers for other key components in our infrastructure.

Filing excerpt 4

EvidenceAlthough we have entered into, and expect to continue to pursue, longer-term customer arrangements such as those we have secured with Meta and Microsoft, including multi-year agreements that may involve significant capital expenditures, technical requirements, service level commitments and capacity reservations, we have limited experience in delivering, implementing and managing such contracts at scale.

Filing excerpt 5

EvidenceThe concentration of voting power with our founding shareholder limits the ability of our minority shareholders to influence corporate matters, including the election of directors.

Segments

Segment	Revenue	Revenue Change	Commentary
Nebius	$480.3M	+603.2%	The increase was primarily driven by our ability to scale our global infrastructure footprint and deploy next-generation GPUs to service growing customer demand for AI infrastructure services, with the deployment of five new locations during 2025 increasing available capacity and supporting new customer onboarding and workload expansion.
TripleTen	$54.1M	+87.8%	The increase was primarily driven by growth in student enrollment and an increase in average revenue per student.
Avride	$1.3M	+333.3%	Avride has made only a limited contribution to the total revenue to date.

Balance Sheet & Liquidity

Leverage: Identified debt as of 2025-12-31: reported debt balance of unestablished maturity scope of $4.1B. The concept behind this balance does not establish which maturities it covers. Total debt, net debt and debt-to-equity are therefore not stated.

Liquidity: Cash and cash equivalents were $3,678.1M at December 31, 2025, up from $2,434.7M at December 31, 2024. The Group's principal sources of liquidity to date are a combination of equity and debt financing, including convertible notes issued in June 2025 and September 2025, a public equity offering completed in September 2025 and advances received from strategic customer contracts.

Cash flow: Cash flow — operating $384.8M, investing $-4.2B, financing $5.1B.

Working capital: Current assets $4.7B vs. current liabilities $1.5B (current ratio 3.08x). Prior reported balance sheet as of 2024-12-31: $2.5B vs. $264.0M (9.60x).

Maturities & covenants

In June 2025, the Group issued convertible notes in an aggregate principal amount of $1,000.0 million, in two equal tranches due 2029 and 2031.
In September 2025, the Group issued additional convertible notes in an aggregate principal amount of $3,162.5 million, in two equal tranches due 2030 and 2032.
The convertible notes represent senior unsecured obligations of the company.

Notable Footnotes

Item	Impact
Toloka deconsolidation and discontinued operations	Effective May 2, 2025, the Company ceased to have control over Toloka following the issuance by Toloka Group, Inc. of additional stock to third-party investors and a restructuring of the capital stock, reducing the Company's voting interest to 49%. Toloka was deconsolidated and the retained share reclassified as an equity method investment and an investment in non-marketable equity securities. The transaction qualifies as a strategic shift under ASC 205-20, requiring discontinued operations reporting, and prior period financial information has been recast to reflect Toloka as discontinued operations.
Significant customer agreements with Microsoft and Meta	On September 8, 2025, the Group entered into a commercial agreement with Microsoft for dedicated GPU cloud computing capacity over a five-year term, with fees estimated to be up to $17,392.9 million, including aggregate upfront payments of approximately $6,958.1 million. On November 1, 2025, the Group entered into a Cloud Infrastructure Services Agreement with Meta for access to dedicated GPU cloud computing capacity over a five-year term, with total contracted consideration under the initial order of approximately $2,880.7 million. The Group determined that significant customer arrangements are classified as service contracts under ASC 606 and not as leases under ASC 842.
Change in estimated useful lives of servers and network equipment	In January 2026, the Company completed an assessment of the useful lives of servers and network equipment and concluded that the estimated useful lives of such assets should be extended from four to five years. Management is considering the application of this change in accounting estimate prospectively beginning January 1, 2026. Based on the servers and network equipment placed in service as of December 31, 2025, the Company expects this change will reduce depreciation expenses for fiscal year 2026 by approximately $167.6 million.
Government grant from the Israeli Innovation Authority	In 2025, the Group received formal approval from the Israeli Innovation Authority for a government grant to support the establishment and operation of an AI large-model training laboratory in Israel for the amount of $54.1 million. During the year ended December 31, 2025, the Group received cash installments totaling $44.4 million. The grant contains both asset-related and income-related components.

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AI-generated. Informational only, not investment advice. May be incomplete or contain errors. The authoritative source is always the original SEC filing.