UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 20-F

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Commission file number: 001-35173

NEBIUS GROUP N.V.

(Exact name of Registrant as specified in its charter)

N/A

(Translation of Registrant’s name in English)

The Netherlands

(Jurisdiction of incorporation or organization)

Schiphol Boulevard 165

Schiphol P7 1118 BG, The Netherlands

(Address of principal executive offices)

Boaz Tal, General Counsel

Schiphol Boulevard 165

Schiphol 1118 BG, The Netherlands

Telephone: +31 20-206-6970

Email: askIR@nebius.com

(Name, Telephone, E-mail and/or Facsimile number and Address of Company Contact Person)

Securities registered or to be registered pursuant to Section 12(b) of the Act.

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Securities registered or to be registered pursuant to Section 12(g) of the Act. None

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act. Class A Ordinary Shares

Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the Annual Report.(1)

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☒  No ◻

If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. Yes ◻ No ⌧

Note—checking the box above will not relieve any registrant required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 from their obligations under those Sections.

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ⌧ No ◻

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ⌧ No ◻

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards† provided pursuant to Section 13(a) of the Exchange Act. ◻

Indicate by check mark whether the Registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☒

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

† The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.

Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:

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If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow. Item 17 ◻ Item 18 ◻

If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ⌧

⁽¹⁾ Excluding 126,287,344 Class A shares held in treasury.

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TABLE OF CONTENTS

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In this Annual Report on Form 20-F (this “Annual Report”), references to “Nebius,” “Nebius Group,” the “company,” “we,” “us,” or similar terms are to Nebius Group N.V. and, as the context requires, its consolidated subsidiaries.

Our consolidated financial statements are prepared in accordance with U.S. GAAP and are expressed in U.S. Dollars. In this Annual Report references to “U.S. dollars” or “$” are to United States dollars.

Our fiscal year ends on December 31 of each year. References to any specific fiscal year refer to the year ended December 31 of the calendar year specified.

This Annual Report includes market data reported by Statista Market Insights (March 2024), Uptime Institute (March 2025), and SwitchUp and Course Report ratings (December 2024).

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Forward-Looking Statements

This Annual Report and the materials referenced herein 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 business plans, market opportunities, capacity buildout plans, 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. Actual results may differ materially from the results predicted or implied by such statements, and our reported results should not be considered as an indication 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:

Many of these risks and uncertainties depend on the actions of third parties and are largely outside of our control. Our actual results of operations may also differ materially from those stated in or implied by such forward-looking statements as a result of a variety of factors, including those described under Part I, Item 3.A. “Risk Factors” and elsewhere in this Annual Report.

All information in this Annual Report is as of April 30, 2025, and we undertake no duty to update this information unless required by law. 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 Annual Report, 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.

We operate in an evolving environment. New risks emerge from time to time, and it is not possible for our management to predict all risks, nor can we assess the effect of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements. You should not rely upon forward-looking statements as predictions of future events. We undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

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FROM THE FOUNDER AND CEO

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Dear Fellow Shareholders:

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July 2024 was the real starting point for Nebius.

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We’ve been building new technology and hiring new talent in new markets, raising and deploying capital, and expanding our operations to fuel our ambitious goal to become one of the world’s largest dedicated AI infrastructure providers.

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Artificial intelligence will become a general-purpose technology that will fundamentally change our world – from the way we interact with each other, to how we work, live, and learn. As a company, we are driven by this belief, and we want to build the engine that powers this AI revolution.

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The Nebius team includes some of the best AI software and hardware engineers in the world. With Nebius, we are building a full stack of purpose-built, tuned and optimized hardware and software that enables customers of all sizes to accelerate their AI ambitions.

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In just the last several months, we’ve grown our footprint with hubs across the US and Europe, and are increasing our capacity to serve customers worldwide. In December 2024, Accel, Nvidia and Orbis invested in our $700 million strategic equity raise, which gave us additional capital and more importantly validation of our thesis that we are building something unique and in high demand.

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Our core AI infrastructure business grew by more than 600% in 2024, and we have seen continued strong performance in 2025.

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We also have three other assets, all of which have significant growth potential that I believe the market may not yet fully appreciate. Like Nebius, these businesses are all built on a foundation of exceptional talent. This is what gives me so much confidence in their future success.

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At Avride, we have a team that built the core technology for one of the world's leading self-driving businesses, notching up millions of kilometers on public roads. The team has rebuilt Avride’s entire tech stack, and is one of the few independent autonomous mobility platforms not backed by big tech or a carmaker. Companies like Uber, Hyundai and GrubHub are partnering with Avride because they recognize this team’s strong technical capabilities. This business needs significant capital, and we may explore strategic investments and partnerships to help accelerate its growth.

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The team at Toloka, our AI data labeling business, have also re-built their entire platform to serve the changing needs of this market. They transformed data production from simple data annotation tasks to PhD-level deep domain expertise for LLM development to now having experts operate in virtual environments to test AI agents. Toloka’s focus on innovation has enabled it to serve as a trusted data partner to many global technology leaders— including Amazon, Anthropic, Avride, Microsoft, Nebius, Poolside, Recraft, ServiceNow, Shopify and many others supporting them with high quality data for AI training and evaluation.

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TripleTen is a leading edtech platform, delivering programs to help people uplevel their skills in a world that is becoming ever more technology-focused. The company now offers several courses related to AI, including data science, business intelligence analytics, and cyber security. In 2024, approximately 14,000 students came to TripleTen to improve their skills. For the twelve months ending in June 2024, over 80% of our graduates secured a tech job within six months of program completion.

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We also own a 28% stake in ClickHouse, one of the fastest and most resource efficient real-time data warehouses and open-source databases. ClickHouse originally started out as an internal project, before blossoming into an autonomous business that we took to the next level with top-tier VC backing. This model is one that we expect to be repeated in the future at Nebius as we cultivate exciting new businesses, foster innovation, and create pathways for future growth.

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I am excited for what the future holds, but we do not take a single day for granted. We may be a relatively new name, but we have huge experience of the challenges of growing a company from scratch. And we know the future opportunity is immense.

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Our ambition is clear – we want to build one of the world’s leading technology businesses. We have the technology, the people, the experience and access to the capital we need to achieve this.

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Thank you for your support and belief in Nebius. We are just getting started.

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Sincerely,

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Arkady Volozh

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Risks Related to the Macroeconomic and Geopolitical Environment

Risks Related to our Operations

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Risks Related to Legal and Regulatory Matters

Risks Related to Information Technology, Intellectual Property and Insurance

Risks Related to our Financial Results and Reporting

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Risks Related to our Class A Ordinary Shares

Risks Related to US Shareholders

General Risks

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Detailed Overview of Risk Factors

Although our Class A shares have been listed on Nasdaq since 2011, our current businesses are in their early stages of development and operate in highly competitive and evolving markets characterized by rapid commercial and technological advancements. We previously operated as part of a larger, profitable group, but we introduced our current business model in 2024 and have limited experience in managing and financing only early-stage, capital-intensive businesses. We encounter risks frequently experienced by growing companies that operate at an early stage in rapidly changing and capital-intensive sectors, including those described elsewhere in this “Risk Factors” section. These factors may make it difficult for you to evaluate our current business and future prospects. For example, if our assumptions regarding these risks change due to fluctuations in our markets, such as any material reduction in AI spending or changes in demand for specialized AI cloud infrastructure, or if we do not address these risks successfully, our operating and financial results could differ materially from our expectations, and our future prospects could be adversely affected. Furthermore, our current businesses have never been profitable and may never reach profitability. If we are unable to expand and develop our businesses to the scale we hope or at all, our financial condition, results of operations and future prospects would be adversely affected.

The market for our offerings is intensely competitive and evolving at a rapid pace. To remain competitive, we must evolve our products and differentiate our offerings from those of our competitors while the market experiences volatility, changes in customer requirements and industry standards, regulatory developments, advancements in technology, and the frequent introduction of new or improved solutions. A failure to compete successfully could materially adversely affect our financial condition, results of operations and future prospects.

For our core AI infrastructure business, our key competitors are specialized cloud service providers focused on AI, including CoreWeave, Crusoe and Lambda. We also compete with general purpose cloud computing including Amazon (AWS), Google (Google Cloud Platform), Microsoft (Azure), and Oracle. In addition, national governments have launched initiatives in certain jurisdictions, including the U.S., to sponsor, support or otherwise encourage the development of AI infrastructure, which may intensify the competition in our core sector. Our smaller business units also face significant competition in their respective sectors. Many of our competitors have greater financial, technical, marketing, sales, and other resources, greater name recognition, longer operating histories, and a larger customer base. We expect to continue to face intense competition from current and new entrants into the market. Our ability to compete effectively depends on a number of factors, many of which are beyond our control, including those described elsewhere in this “Risk Factors” section, and in particular:

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If we are not able to compete effectively with current and future players, our businesses’ ability to generate income and sustainably fund development will be negatively impacted.

Our businesses are in their early stages of development, not currently profitable and extremely capital intensive. We have made, and intend to continue to make, significant financial investments into our business, including expenditures related to the enhancement and expansion of our data centers and the procurement of key components (including GPUs). Accordingly, we expect the need to raise additional equity or debt financing, either through the public or private markets or other third-party sources, to support our growth. We can provide no assurance that we will be able to obtain such financing on acceptable terms or at all.

The current global macroeconomic environment could also make it challenging to raise additional capital on acceptable terms. The trading prices of public companies have been, and may continue to be, highly volatile as a result of broader geopolitical and macroeconomic dynamics, including conflicts, political tensions, recession risks or other sustained adverse market events, inflation risk, protectionist measures, interest rate volatility, and/or market downturns, any of which may reduce our ability to access capital on favorable terms or at all.

Any failure to fund the necessary level of capital expenditures to maintain and expand our operations, meet our growth targets and/or invest in future growth opportunities, could have a material adverse effect on our revenues, cash flow, financial condition and results of operations. In addition, equity or convertible debt issuances could result in our existing shareholders suffering significant dilution and/or result in the issuance of securities that have preferential rights and privileges in addition to those of our existing Class A shares. Even if we are able to raise sufficient capital, we cannot guarantee you that we will deploy it in a manner that allows us to achieve better operating results or grow our business.

Our ability to maximize revenues and cash flow relies heavily on our ability to develop and grow a balanced customer base, continue to attract new customers and retain and expand our longer-term business with existing customers. Our ability to attract and retain customers will depend on a variety of factors, some of which are outside of our control, including, without limitation:

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In addition, most of our customer engagements to date have been relatively short-term. If our efforts to expand our relationships with existing and prospective customers, and to conclude longer-term contracts, are not successful, this may have an adverse impact on our revenues, cash flow, financial condition and results of operations.

AI technologies have been developing, and will likely continue to develop, at a rapid pace. In addition, the market is immature and volatile, and it is uncertain whether it will achieve and sustain high levels of demand and market acceptance. Currently, as part of our expansion efforts, we seek to attract customers requiring high-performance computing. We are unable to predict whether additional computing power will continue to be required to develop larger, more powerful AI models or to support inference or other use cases. Technological advancements with open-source AI models and inference may lead to compute and other efficiencies that may impact the demand for AI services, including our offerings. Furthermore, market acceptance, understanding, and valuation of solutions and services that incorporate AI technologies are uncertain, and the perceived value of AI technologies used and/or provided by our customers could be inaccurate. Any decreased or differing demand for our offerings may adversely affect our revenue and profitability.

If we are unable to develop enhancements to and new features for our existing offerings or acceptable new offerings that keep pace with rapid technological developments, or if the AI landscape does not develop to the extent and in the manner we anticipate, our business, results of operations and financial condition will be harmed. Moreover, we may incur significant costs and experience delays in developing new offerings, or enhancing our current offerings, to adapt to market changes, and may not achieve our targeted return on such investment.

We have been expanding our global sales team rapidly in recent quarters from a low base. We may not be able to successfully build, expand, and deploy our sales organization on schedule and to the scale we hope, if at all, or to successfully hire, retain, train, and motivate our sales personnel, in which case our growth and long-term success could be adversely affected.

Sales to customers of our core offerings can involve relatively long and unpredictable sales cycles. Before a customer is willing to purchase our products and services, they may require extensive education and testing opportunities with our offerings, which further lengthens our sales cycle. As a result, it is difficult to predict when we will obtain new customers and commence generating revenue from these customers. If we are unable to build out our sales team, that team is not successful in capturing customers, or our sales cycles lengthen, our future revenue could be lower than expected in a given period or overall, which would have an adverse impact on our operating results.

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The pricing for our key offerings is continuing to mature as our industry develops and competition increases. We anticipate that increasing competition may lead to further pressures on pricing and differentiation. In addition, in a weakened economy, companies that have competing products may reduce prices which could require us to reduce our average selling prices and harm our operating results. We may be unable to effectively calibrate our prices, whether through increases or decreases, in order to remain competitive and attract new customers and develop our existing customer base.

Given our early stage of development, and the immaturity of the market, there is limited experience with respect to determining the most favorable prices and pricing models for our offerings. As customer demand shifts to inference and other use cases, we may experience changing pricing dynamics. In addition, larger competitors with more diverse offerings may reduce the price of any offerings that compete with ours or may bundle them with other solutions and services. This could lead customers to demand greater price concessions or additional functionality at the same price levels. These risks may reduce our margins and adversely affect our business, operating results, financial condition, and future prospects.

Market estimates are subject to significant uncertainty, particularly in a new and rapidly evolving market with newly emerging use cases, and are based on assumptions that may not prove to be accurate and variables that change over time. Accordingly, our forecasts of market growth should not be taken as indicative of our future growth. If our assumptions about the adoption or growth rates of AI and AI cloud infrastructure prove to be inaccurate, we may fail to meet our growth targets, which could negatively affect our financial condition, results of operations and future prospects.

Our smaller business units, Avride, Toloka, and TripleTen, operate in new and evolving industries and sectors, are at early stages of development and face significant competition in their respective sectors. The limited operating history of these businesses, the dynamic and rapidly evolving markets in which they operate and other factors beyond their control may make it difficult to evaluate these businesses and their future prospects and trends. In addition, we are actively pursuing third-party investment into both Avride and Toloka, including transactions in which we may cede control. We may be unsuccessful in securing such investments, which could limit the growth prospects of these businesses.

Our autonomous vehicles business unit, Avride, requires substantial capital expenditures and operating funds to support its growth and respond to a dynamic business environment. We have made significant financial investments into Avride to date and are actively exploring third-party financing into this business. In the event that we are unable to secure significant third-party financing for Avride, however, the likelihood that it will be able to meet its business objectives, if at all, will be significantly diminished. In addition, Avride’s business model is heavily reliant on commercial partnerships to expand into different business models and geographies. If it is unable to secure and retain commercial partnerships, its ability to meet its business objectives may be significantly limited.

In addition, any failure of the Avride business to adhere to stringent safety and product liability requirements, or satisfy applicable regulatory obligations, could harm its reputation, limit its ability to attract third-party financing or business partners, result in liability claims, and significantly impede its growth prospects.

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Geopolitical risks, including those arising from trade tensions and/or the imposition of tariffs, terrorist activity, or acts of civil or international hostility, are increasing and could have a negative effect on our business and could disrupt our business, partners, customers, supply chains or the economy as a whole. The introduction of tariffs, stock market volatility and interest rate increases, have had, and may continue to have, an impact on our ability to forecast our expected cash flows and operating results, on our margins, business, operating results, financial condition, and future prospects. The trading prices of public companies in the markets in which we operate have recently been highly volatile as a result of general macroeconomic and political conditions in the markets and regions where we operate including for those reasons described in this “Risk Factors” section.

Many jurisdictions have taken, and will likely continue to take, a proactive and protectionist approach to international trade generally. Governments and regulators are also increasingly recognizing the importance of data centers in ensuring the availability, resilience, security and stability of important services, including in relation to national security, healthcare and financial and banking services. As a result, foreign ownership of data centers may come under heightened scrutiny in certain jurisdictions.

Our overall performance also depends in part on worldwide economic conditions and the economic health of our current and prospective customers. Weak global and regional economic conditions affect the rate of information technology spending, including in the area of generative AI, and could adversely affect our customers’ ability or willingness to purchase our offerings.

The markets in which we operate are at risk of sudden and material changes as a result of numerous factors, many of which are outside of our control. We anticipate that market developments, including consolidation of potential or current customers, recent and future acquisitions by our competitors, or partnerships or strategic cooperation between competitors, advancements in technology and the emergence of new entrants, will continue to change the competitive environment in which we operate. For example, acquisitions or strategic arrangements completed by our competitors may allow them to offer more directly competitive offerings and adapt more quickly to changes in the markets in which we operate. It is also possible that some customers may develop their own infrastructure that may compete with our offerings or adopt a competitor’s infrastructure for services that they currently acquire from us. These changes, and any failure to accurately predict and adapt to such changes and compete effectively, could materially and adversely affect our revenue, cash flow, financial condition and results of operations.

We 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. The concentration of our suppliers exposes us to a number of risks including:

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Should we be required to change our current suppliers, our ability to meet our obligations to our customers, including scheduled compute access, could be adversely affected and our solutions may not perform at the level of quality intended, which could adversely affect our growth plans, financial condition and results of operations. In addition, our suppliers themselves rely on complex networks of third-party suppliers for semiconductor manufacturing, hardware components, and other critical inputs, which introduces further risks throughout our supply chain and over which we have no control. Any kind of disruption in the supply chain may affect our suppliers’ ability to meet our requirements. To the extent any of our suppliers’ businesses are impacted by business, legal compliance, litigation, and financial concerns, including regulatory scrutiny and export controls, our business may be adversely affected. For example, the use of protectionist policies including, but not limited to tariffs, reciprocal tariffs, sanctions and export controls, may impact the cost and availability of GPU chips or other hardware. In the event of any supply disruption, it may not be possible for us to secure alternate sources of components in a timely and cost-effective manner, or at all.

We intend to purchase, build-to-suit or enter lease agreements with respect to additional data center capacity. In particular, we have commenced the expansion of our existing owned data center in Finland, are developing several facilities in the U.S. and Europe and are exploring other appropriate locations.

The expansion of our data center infrastructure, including new data centers, will be complex, and delays in the completion of these projects or the cost, availability or access to components necessary for these projects may result in increased expenditures, operational and project inefficiencies, delays, or interruptions in the delivery of our services to our clients. Moreover, problems related to our data center infrastructure may only become evident once we have launched operations and may not be discovered during the design and testing phases, which could limit or delay our growth plans.

Construction projects expose us to a variety of significant risks, including:

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The selection of sites is a critical factor in our data center expansion plans. We may not be able to identify adequate or appropriate properties that have the appropriate specifications required for our business including power capacity, connectivity, and other considerations. We may also face increasing competition for appropriate sites as data center development expands rapidly in our markets.

Moreover, many of the leases we have entered or expect to enter for third-party data centers have multi-year terms and fixed capacity. If we are unable to accurately predict the data center capacity that our customers require, we could incur additional costs as a result of leasing more capacity than our customers require. We may also need to seek additional data center capacity in the event customer demand exceeds our forecasts, or if any leases with third parties are terminated or not renewed, which we may be unable to do on reasonable terms or at all.

Our data centers and associated infrastructure may be subject to cybersecurity attacks or failures, including as a result of outside nefarious parties (whether private or state-backed), human error, malfeasance, internal threats, various kinds of system errors, system vulnerabilities, lack of or inadequate cybersecurity controls and protective mechanisms, which may result in service outages and adversely affect our ability to provide our services to customers. We are unable to ensure that the security measures that we take will be adequate to prevent or protect our data centers and associated infrastructure against a cybersecurity attack, and any impact to our data centers will affect our services and may also impact our business, results of operations and financial condition.

Various factors, many of which are beyond our control, can adversely affect the performance, availability, and delivery of our services to our customers including:

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We are investing significantly in continuously increasing the compute capacity we are able to make available to our current and future customers and expanding the number, size and efficiency of our data centers worldwide. These expansion efforts require significant investment in capital, resources, personnel and management time. Our expected returns are dependent on customer demand for the additional compute capacity that we build. There are many factors that can reduce or constrain increases in customer demand that are beyond our control, including pricing of competitors, advancements in technologies, changes to customer needs and specifications, our inability to develop enhancements to our data centers and our service and platform offerings that meet customer needs and attract customers, and other factors including those described in this “Risk Factors” section.

We depend on being able to secure reliable and cost-effective power, network and internet connectivity and other services such as water to operate our data center facilities. Any inability to secure these requirements at acceptable cost, or shortages, supply chain issues or lack of availability of any the services upon which we rely, could adversely affect our business, financial condition and future prospects.

In particular, limitations on the availability of power sources, transmission and distribution may limit our ability to obtain the power that we require to implement our growth plans and adequately service our customers. Moreover, regulators or public agencies in the power market, power providers, or other market participants may impose onerous operating conditions on the availability or provision of, or approval for, power which may lead to significant delays or increased costs or result in the lack of availability of the level of power required to operate our current business and implement our future growth plans.

Our future success is dependent, in part, on our ability to hire, integrate, train, manage, retain, and motivate the members of our senior management team and key technical team. The loss of key personnel, particularly Arkady Volozh, our founder and Chief Executive Officer, and our key infrastructure and technical personnel, could disrupt our operations and have an adverse effect on our ability to achieve our goals.

Competition for highly skilled talent in our industry is intense, and we may not ultimately be successful in identifying, hiring or retaining qualified personnel to satisfy our current or future needs. Moreover, in the event that our direct or indirect competitors recruit our current or prospective employees, our level of expertise and ability to execute our business plan could be negatively impacted.

In addition, current and prospective employees may give significant weight to the value of equity awards, and if the value of our Class A shares decreases or fluctuates, it may significantly impact our ability to attract, retain and appropriately incentivize the talent we require. If we were required to increase the cash component of our compensation, this would increase our cash expenditures which could adversely affect our results of operations and financial condition.

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As part of our business strategy, we are seeking third-party investment into Avride in the form of equity, debt, convertible financing or other sources from investors. Any third-party investment in our business units may be from a wide variety of different parties including financial investors, competitors or strategic buyers, and may take a variety of forms including minority or majority investments and may come with varying levels of requirements or conditions. Such external investments may also result in us no longer maintaining operational control over the business unit in question. If we are not successful in securing such arrangements, we may decide to continue to fund those operations at a level to be determined, which may lead to additional expenses, or to divest or discontinue those businesses, which could increase our expenses or significantly limit our return on our investment.

We are subject to various environmental and health and safety laws and regulations in the United States and at our non-U.S. locations, including those concerning the generation, storage, handling and disposal of hazardous substances and other regulated materials. Some of these laws and regulations may impose joint and several liability, without regard to fault, for investigation and cleanup costs on current as well as on former owners and operators of real property and persons who have disposed of or released hazardous substances into the environment. Some of our operations also involve the use of hazardous substances and other regulated materials including petroleum fuel for emergency generators, as well as batteries, cleaning solutions, refrigerants and other materials that are available and present at our data center sites. There may be unknown hazardous substances or regulated materials present at sites that we own, operate or lease, including in the soil or groundwater. To the extent that any hazardous substances and other regulated materials must be investigated, cleaned or removed from sites that we own, operate or lease, we could be responsible under health and safety laws and regulations for the cleanup and removal of such materials which could require significant time and expose us to material liabilities and costs. Failure to observe best practices with respect to environmental management may also result in reputational harm to our company.

We may seek to expand our businesses by entering into strategic partnerships, joint ventures or other arrangements with third parties including for distribution of our services. Identifying strategic relationships with appropriate counterparties, and negotiating and documenting relationships with them, may take significant time and resources and distract members of senior management and key personnel. In addition, we may not be successful in realizing the underlying benefits we anticipate from any strategic partnership within the timeframe expected, or at all. Third parties may not meet our or our customers’ needs, demands or specifications, and, as a result, our services to customers may be adversely affected and our business, growth plans, financial condition and future prospects may be harmed. Conflicts may arise with strategic partners including regarding the expectations of each party, their responsibilities, and the interpretation of terms of the agreement. These disagreements may also lead to disputes in litigation or arbitration which would take significant time of our senior management, require significant costs, and adversely affect our reputation. If we are unsuccessful in establishing or maintaining strategic relationships with third parties, our ability to compete or to grow could be impaired and our business, operating results, financial condition, and future prospects could be adversely affected.

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As the market for cloud infrastructure and AI solutions continues to evolve at a rapid pace, regulators and lawmakers have begun proposing and adopting regulations and guidance on the responsible use of AI and data centers, including, for example, the AI Act in the European Union, and we expect the continued introduction of measures with respect to AI, cybersecurity, data privacy and sustainability. In addition, the recent and continuing strengthening of export controls in many jurisdictions will likely impact our supply chains and operations. Any changes to existing regulations, their interpretation and/or implementation, or new regulations, could impact our customers’ ability to use and commercialize AI tools, which in turn would impact demand for our platform and solutions, and could materially impair our ability to implement our business model and result in an adverse effect on our business and results of operations.

We strive to comply with all laws and regulations that apply to our business. We may incur greater costs in connection with such compliance requirements than anticipated. If we fail to comply with applicable laws, regulations and requirements we may become subject to investigations, enforcement actions, civil and criminal penalties or injunctions. If any of these risks materialize, our businesses, results of operations, financial condition and future prospects could be seriously harmed.

In the U.S., we are subject to various economic and trade sanctions. Given the nature of our core business, we are monitoring regulatory developments concerning export controls regarding the semiconductor industry and their impact on our sourcing of equipment for our cloud computing infrastructure. In addition, we are monitoring a proposed rule from BIS, which if implemented as proposed, would impose requirements on Infrastructure-as-a-Service (“IaaS”) providers and their foreign resellers to verify the identity and beneficial ownership of foreign person customers and to perform related reporting to BIS, as well as provide BIS authority to restrict certain IaaS transactions with foreign persons.

We have implemented procedures and safeguards to facilitate our compliance with applicable laws and regulations concerning economic sanctions and export controls. We also conduct customary “know-your-customer” and onboarding procedures for third parties that we contract with, including suppliers and customers, in accordance with our internal policies. Given the nature of our core business, we are also carefully monitoring regulatory developments concerning exports controls regarding the semiconductor industry and their impact on our sourcing of equipment for our cloud computing infrastructure. Notwithstanding these measures, we are unable to ensure that we have complied with all economic sanctions and export control laws and regulations, in particular given that the relevant rules implemented by some jurisdictions can be ambiguous. In addition, any failure by third parties outside of our control, our employees, representatives, contractors, partners, agents or intermediaries to comply with such laws and regulations could have negative consequences to us, including reputational harm and penalties, and could adversely affect our business, operating results, financial condition, and future prospects.

Furthermore, changes in the enforcement or scope of existing economic sanctions and export controls, or changes in the targets of such laws and regulations, could result in an inability to export or sell our offerings to existing and potential customers with international operations, which would adversely affect our business, results of operations and future prospects.

Global governmental and regulatory focus on privacy issues continues to increase and evolve, and laws and regulations concerning the handling, protection, disclosure and transfer of personal data and data sovereignty have

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become more complex and stringent. Many jurisdictions in which we do business, including the European Union, have laws and regulations concerning data privacy, data protection and information security that are often more restrictive than those in the U.S. In addition, data privacy, data protection and information security laws across the various markets and jurisdictions in which we operate are subject to uncertainty and conflicting interpretations and applications. Our efforts to comply with new and existing laws result in significant costs for our business. If these laws and regulations are amended, interpreted or applied in a manner not consistent with current practice, we could face fines or orders requiring that they change operating practices, which in turn could have a material adverse effect on our business, financial condition and results of operations. If any inspections result in the determination that we fail to comply with the applicable data protection legislation, our competitive position, reputation, financial condition and results of operations could be adversely impacted.

Companies are experiencing an increasing number and variety of attacks on their networks on an evolving basis, presenting unprecedented cybersecurity challenges, some of which are augmented by developments in generative AI. These risks are particularly acute for technology and cloud infrastructure companies.

Third parties have in the past attempted, and in the future may attempt, to interfere with our network and offerings. Third parties may also attempt to fraudulently induce employees or customers to disclose sensitive information in order to gain access to our data or our customers’ data. In addition, state-sponsored cyberattacks may continue to rise in connection with regional geopolitical conflicts. We expect these risks, and the risks associated with other malicious cyber activities, will continue to increase. Any actual or perceived cybersecurity breaches and incidents could adversely affect market perception of our infrastructure and would adversely affect our financial condition and future prospects.

We have implemented and rely on sophisticated IT and other security measures to protect our, our customers’ and partners’ businesses, information, data and personal details, as well as to safeguard the seamless operation of our offerings. While no incidents have had a material impact on our financial condition or business relationships to date, we are unable to guarantee that material incidents will not occur in the future. Despite our efforts, we may not be able to predict or recognize a cybersecurity incident, or implement adequate preventative measures, as the techniques used to sabotage systems and/or gain unauthorized access are ever-changing and may not be identified until the cyberattack has been launched against us. In the event of a serious cybersecurity breach, we could risk the loss of this information, litigation and possible liability, which could cause material harm to our financial condition, reputational damage or damage to our business relationships.

In order to protect our intellectual property rights and proprietary information, we rely on, among other things, copyright, trademark, patent, trade secret laws and other related laws in the markets in which we operate, together with confidentiality procedures, contractual commitments and controls. Any significant infringement of our intellectual property rights and proprietary information could adversely affect our competitive position, business, financial condition and results of operations. In addition, we cannot guarantee that the steps we take to protect our intellectual property and technology rights will be sufficient to deter any misappropriation or unauthorized use of our intellectual property and proprietary information or provide us with any competitive advantages. For example, there is no guarantee that any confidentiality or license arrangements that we enter into with, among others, our employees, customers and partners are enforceable. Legal standards relating to the validity, enforceability and scope of protection of intellectual property rights can be uncertain and any inadequate protection in some jurisdictions may hinder our international expansion efforts.

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We may be required to incur significant costs and dedicate significant resources to monitor and protect our intellectual property rights and proprietary information. If we are unable to successfully protect these rights, we may find ourselves at a competitive disadvantage. Furthermore, technology companies are actively developing patents covering AI, cloud infrastructure and internet-related technologies, and disputes regarding the ownership of technologies and rights associated with online activities are likely to increase in the future. We may find ourselves having to initiate claims or litigation in order to defend our intellectual property rights or to establish the validity of such rights. Any such litigation could result in significant expense for our business and could affect our results of operations, financial condition, and future prospects.

We may in the future be sued by third parties for alleged infringement of their intellectual property or proprietary rights resulting from claims that our current or future offerings infringe or otherwise misuse such rights and/or breach our arrangements with them. The cloud infrastructure and technology industries are characterized by the existence of a large number of patents, trademarks and copyrights, and frequent litigation based on allegations of infringement or other violations of proprietary rights. We expect that the volume of these claims, regardless of validity, will increase as the number of competitors in our market continues to grow, as we continue to grow and expand into new businesses, and the volume of issued hardware and software patents and patent applications in our industry continues to increase.

Third parties may in the future claim that our current or future offerings infringe or otherwise misuse their intellectual property rights and/or breach our agreements with them. Such claims may result in legal claims against us, our customers and our third-party partners. If we are found to be in violation of a third party’s intellectual property rights, we may have to pay significant damages or compensation and/or stop using the technology found to be in violation of a third party’s rights or release source code to third parties, possibly under open-source license terms, or require us to satisfy indemnification obligations owed to our customers and other third parties. In addition, we may have to seek a license for the technology, which may not be available on commercially favorable terms or at all and may significantly increase our operating expenses. Furthermore, we may have to dedicate significant time and resources to develop an alternative non-infringing technology. If we are unable to license or develop the relevant technology for any potentially infringing aspects of our business, we may be forced to limit, stop selling or redesign our offerings, which could adversely affect our competitive position, financial condition and results of operations.

The use and distribution of open-source software may involve different risks than the use of third-party commercial software. For example, generally speaking, open-source licensors provide no warranties or indemnification on such code and open-source software may have unknown bugs and other security vulnerabilities which could impact the performance and security of our offerings. In addition, open-source software licenses can impose significant limitations on the use of their proprietary software. While we believe we comply with the license terms of the open-source software that we incorporate in our offerings, from time to time we may face claims from the copyright holders of open-source software alleging copyright infringement and breach of contract for failure to meet the open-source license terms. Although we have tools and processes in place relating to software development and design to help us identify the usage of open-source software in our proprietary software, and take various steps to mitigate such exposures, it is possible that we may not be aware of all instances where open-source software has been incorporated into our proprietary software or used in connection with our solutions or our corresponding obligations under open-source. Furthermore, the copyright holders of certain open-source software could demand the release of the source code of any of our proprietary code that is a derivative work of the open-source software, or otherwise seek to enforce, have us specifically perform, or recover damages for the alleged infringement or breach of, the terms of the applicable open-source license. While we would not expect there to be any grounds for such claims or for them to be successful, any actual or claimed requirement to disclose our proprietary source code or pay damages for breach of any open-source software licenses could adversely affect our competitive position, sales prospects, results of operations, financial condition, and future prospects.

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Any claims in connection with our use of open-source software, regardless of validity, could result in litigation, require us to purchase a license at unfavorable cost or on unfavorable terms, or require us to devote additional research and development resources to change our offerings in order to replace contested open-source software with third party licensed software or our own proprietary software. The terms of various open-source licenses have been interpreted by courts to a very limited extent, and there is a risk that such licenses could be construed in a manner that imposes unanticipated conditions, obligations or restrictions on our use of the open-source software. We endeavor to use open-source software in a manner that complies with the terms of the open-source licenses while at the same time not requiring the disclosure of the source code of our proprietary software. The above risks could have a material adverse effect on our competitive position, business, reputation, financial condition, results of operations and future prospects.

We carry liability, property, business interruption, cybersecurity, and directors’ and officers’ insurance and other insurance policies to cover insurable risks to our business. We select the types of insurance, including the limits and deductibles, based on our specific risk profile, including risks prevalent in our markets, the cost of the insurance coverage versus its anticipated benefit and general industry and market standards.

There can be no guarantee that any or all costs or losses incurred will be partially or fully recouped from such insurance. In addition, as cyberattacks and cyber incursions increase in frequency and degree, in particular in our industry and against technology companies, we may be unable to obtain cybersecurity insurance in amounts and on terms we view as adequate for our operations.

Furthermore, insurance coverage is becoming increasingly expensive, and in the future, we may not be able to maintain insurance coverage at a reasonable cost or in ample amounts to protect us against losses due to liability. Any of the limits of insurance that we purchase could prove to be inadequate, which could materially and adversely impact our business, financial condition and results of operations.

We have experienced fluctuations in our results of operations, and we expect that our operating results will continue to vary from period to period. Accordingly, our financial results in any one quarter should not be relied upon as indicative of future performance. The fluctuations in our results of operations may cause the market price of our Class A shares to be volatile and/or negatively impacted. We may experience significant fluctuations in our results of operations in the foreseeable future due to a variety of factors, many of which are described in this “Risk Factors” section, and including the following factors relating to the early stage of the development of our business and of the markets in which we operate:

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Any of the foregoing factors, individually or in the aggregate, or other factors discussed elsewhere in this “Risk Factors” section, could have a material adverse effect on our business, results of operations and financial condition.

As a public company, we are subject to the Sarbanes-Oxley Act, which requires, among other things, that we maintain effective disclosure controls and procedures, and internal control over financial reporting, and evaluate and determine the effectiveness of our internal control over financial reporting. The process of designing and implementing effective internal controls compliant with the Sarbanes-Oxley Act is a continuous effort and requires the investment of substantial time and resources, including by members of our senior management. The Sarbanes-Oxley Act requires us to include a report of management on our internal control over financial reporting in our annual report on Form 20-F, together with an attestation of our independent registered public accounting firm. The report prepared by management assessing the effectiveness of our internal control over financial reporting needs to include disclosure of any material weaknesses identified by our management in our internal control over financial reporting.

While preparing the financial statements that are included in this Annual Report on Form 20-F, we identified material weaknesses in our internal control over financial reporting. A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis.

We have concluded that these material weaknesses reflected the substantial change in our businesses and organization as a result of the significant and complex divestment transaction we completed in 2024. Although we took extensive steps to create the infrastructure to operate independently from the larger divested businesses, we were unable to complete the implementation of all necessary controls for our newly constituted group during 2024. In particular, as we continued to implement a new enterprise resource planning (ERP) system, we did not yet have in place all necessary business processes, systems, personnel, and related internal controls. We believe that these control deficiencies did not result in a misstatement in our annual or interim financial statements.

The material weaknesses identified were as follows:

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During the year ended December 31, 2024, and first quarter of 2025, our management undertook the following remedial actions to help address these material weaknesses:

While management has made improvements to our control environment and business processes to support and scale with our growing operations, the identified material weaknesses remain un-remediated. We expect our remediation efforts to be completed by the fourth quarter of 2025.

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, or fail to prevent malfeasance, any of which could result in our shareholders losing confidence in our reported financial information, limitations on our access to capital markets, sanctions or investigations by regulatory authorities, harm to our results of operations and a decline in the market price of our Class A shares.

We will not be able to fully remediate the identified material weaknesses until the ongoing steps described above have been completed and our internal controls have been operating effectively for a sufficient period of time. We have already made improvements to our control environment and business processes to support and scale with our growing operations and we believe we will make further significant progress in our remediation plan by the end of 2025. We can provide no assurance that we will be able to fully remediate the material weaknesses by such time. We may also incur significant costs to execute various aspects of our remediation plans but cannot provide a reasonable estimate of such costs at this time.

Furthermore, we can provide no assurance that we have identified all material weaknesses. In the future, it is possible that additional material weaknesses or significant deficiencies may be identified that we may be unable to remediate promptly. As our business matures and develops, we will also need to further develop our internal control systems and procedures to keep pace with our growth and successfully implement or scale improvements to our systems, processes, and controls in an efficient, timely and cost-effective manner. Our current controls and any new controls that we develop may become inadequate because, among other reasons, they may not keep pace with our growth or the conditions in our business may change. Any future growth will continue to add complexity to our business. In order to evaluate and improve our internal controls over financial reporting, we will need to continue to incur substantial

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professional fees and internal costs for our accounting and finance functions, expend significant management efforts, and continue to implement, and validate through testing, plans developed to address areas that we have identified as requiring improvement.

If we are unable to successfully remediate our existing or any future material weaknesses, or identify any additional material weaknesses, the accuracy and timing of our financial reporting may be adversely affected, we may be unable to maintain compliance with securities law requirements regarding timely filing of periodic reports and applicable Nasdaq listing requirements, and investors may lose confidence in our financial reporting.

We are subject to complex tax laws, regulations and systems in numerous jurisdictions, including income, sales, value-added, dividend withholding, transaction and other taxes. During the ordinary course of our business, there are many activities, arrangements and transactions for which the ultimate tax analysis and determination is uncertain. Ambiguities, uncertainties, and changes in taxation, and arbitrary or inconsistent government action, including the application of tax laws and tax audits by regulatory authorities in the jurisdictions in which we operate, may materially adversely affect our future tax obligations and financial results.

In addition, the tax treatment of the significant divestment transaction we completed in 2024 is complex. In particular, the Class A shares we received as partial consideration for the divestment are considered for Dutch tax purposes as having been repurchased, and therefore subject to dividend withholding tax, other than to the extent they qualify as “temporary investments” for Dutch tax purposes. Although we believe that we have paid all applicable withholding tax due in connection with such transaction, it is possible that the Dutch tax authorities may challenge our assessment and determine that additional tax is due.

Furthermore, due to the expanding scale of our international business activities and operations, any changes to the taxation of our activities could impact the tax treatment of our foreign earnings, increase our worldwide effective tax rate, increase the amount of taxes imposed on our business, and harm our financial position. The foregoing changes may also apply retroactively and result in taxes greater than the amounts estimated and reported in our financial statements.

Our management must make certain estimates and assumptions that affect the amounts reported in our consolidated financial statements, including with respect to the useful lives of our long-lived assets. Our estimates of useful lives of property, plant and equipment primarily relate to our server and network equipment, and to a lesser extent to the investments in infrastructure and our own-built datacenter facilities. Such estimates are based in part on our historical experience in operating assets of a similar nature, market inputs, if available, and multiple other assumptions that we believe to be reasonable.

We anticipate that depreciation and amortization expense will increase in absolute terms as we continue to invest in our technology infrastructure and data center facilities. Given our limited history of operations in respect of our current business, and the immature and evolving market in which we operate, our estimates of the useful lives of such assets may be subject to change. Our reported results of operations may be adversely affected if our assumptions change or if actual circumstances differ from those in our assumptions.

We operate internationally and have experienced, and may continue to experience, gains and losses resulting from fluctuations in foreign currency exchange rates. The functional currency of our parent company, Nebius Group N.V., is the U.S. dollar, while the functional currency of our group’s other businesses is generally the respective local currency. Accordingly, fluctuating foreign currency exchange rates have a direct impact on how our international results of operations translate into U.S. dollars.

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Trading in our Class A shares on Nasdaq was suspended in February 2022 and resumed in October 2024, following the successful divestment of our Russian assets. Since the resumption of trading, the market price of our Class A shares has been and may continue to be volatile. The market price of our Class A shares depends on a number of factors, including those described in this “Risk Factors” section, some of which are beyond our control and/or unrelated to our operating performance or prospects.

In addition, given the relatively recent resumption of trading in our shares, the early stage of the development of our businesses and the immaturity of the industry in which we operate, it may take some time for the trading price of our Class A shares to reflect the intrinsic value of our group.

Furthermore, on the back of current global macroeconomic and geopolitical uncertainty and disruption, the stock market, and the market for technology companies in particular, have recently experienced significant price and volume fluctuations that have often been unconnected or disproportionate to the operating performance of those companies. The market price of our Class A shares has been and may continue to be negatively impacted as a consequence of these conditions, regardless of our actual operating performance. Companies that have experienced volatility in the market price of their shares have been subject to securities class action litigation. Securities litigation, if instituted against us, could result in substantial costs and/or damages, and divert management’s attention from other business concerns, which could seriously harm our business.

The foregoing factors and fluctuations could cause our shareholders to lose all or part of their investments as they may not be able to resell their Class A shares at or above the price at which they acquired such shares.

In order to expand our businesses and invest in our future prospects, we may consider offering Class A shares and securities that are convertible into our Class A shares, and we may issue additional Class A shares in connection with acquisitions or joint ventures. If we sell additional Class A shares, the ownership interests of our existing shareholders will be diluted to the extent that they do not participate in such offering. We have also granted and will in the future grant equity awards to our employees, directors and consultants, which upon settlement will also dilute the interest of our current shareholders.

We issued approximately 33 million Class A shares to institutional and strategic investors in a private offering in December 2024.  We have agreed to file a registration statement withing five days following the filing of this Annual Report on Form 20-F to register these shares for resale by such investors. Once registered, such shares will be freely tradeable. If the investors decide to sell a material number of our Class A shares over a short period, it could create downward pressure on our share price.

Our Class B shares carry ten votes per share and our Class A shares carry one vote per share. As of March 31, 2025, our CEO, directors, employees and other pre-IPO shareholders together held Class A and Class B shares carrying approximately 65% of the voting power of our ordinary shares; and a family trust established by our CEO held Class B shares carrying approximately 55% of the voting power of our ordinary shares (representing an approximately 13% economic interest in our company). To the extent these shareholders continue to hold a large percentage of our share capital and voting rights, they will remain in a position to control the election of the directors of our company and in other corporate actions that require shareholder approval.

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As a foreign private issuer whose shares are listed on the Nasdaq Global Select Market, we are permitted in certain cases to follow Dutch corporate governance practices instead of the corresponding requirements of the Nasdaq Marketplace Rules. We follow Dutch corporate governance practices with regard to the quorum requirements applicable to meetings of shareholders and the provision of proxy statements for general meetings of shareholders. In accordance with Dutch law and generally accepted business practices, our articles of association do not provide quorum requirements generally applicable to general meetings of shareholders. Although we do provide shareholders with an agenda and other relevant documents for the general meeting of shareholders, Dutch law does not have a regulatory regime for the solicitation of proxies and the solicitation of proxies is not a generally accepted business practice in the Netherlands. Accordingly, our shareholders may not be afforded the same protection as provided under Nasdaq’s corporate governance rules.

Our corporate affairs are governed by our articles of association and by the laws governing companies incorporated in the Netherlands. The responsibilities of members of our Board of Directors under Dutch law are different than under the laws of some U.S. jurisdictions. In the performance of its duties, our Board of Directors is required by Dutch law to consider the interests of the company and its group, its shareholders, its employees and other stakeholders and not only those of our shareholders. In addition, as a Dutch company, we are not required to solicit proxies or prepare proxy statements for general meetings of shareholders.

Furthermore, the rights of our shareholders are governed by Dutch law and our articles of association and differ from the rights of shareholders under U.S. law. For example, Dutch law does not grant appraisal rights to a company’s shareholders who wish to challenge the consideration to be paid upon a merger or consolidation of the company.

Based on certain management estimates with respect to our gross income and the average value of our gross assets and on the nature of our business, we believe that we were not a “passive foreign investment company,” or “PFIC”, for U.S. federal income tax purposes for the 2024 tax year, and do not expect to be a PFIC in the foreseeable future. There is a change of business exception to PFIC status that, in general terms, applies if a foreign corporation otherwise would be a PFIC for a year because it has disposed of one or more active businesses, so long as the foreign corporation is not a PFIC during the two succeeding years, and that might apply to us if we were found to have been a PFIC for the 2024 tax year, after taking into account the significant divestment transaction we completed in 2024. There is limited guidance as to the application of this exception, and it is unclear whether this exception would apply to us, if it were determined, absent this exception, that we were a PFIC for the 2024 tax year. In addition, our PFIC status for any taxable year will depend on the composition of our income and assets and the value of our assets in such year, and because this is a factual determination made annually after the end of each taxable year and there are uncertainties in the application of the rules, there can be no assurance that we will not be considered a PFIC for the current taxable year or any future taxable year. In particular, the value of our assets may be determined in large part by reference to the market price of our Class A shares, which has fluctuated, and may continue to fluctuate, significantly. If we were to be treated as a PFIC for any taxable year during which a U.S. holder held our Class A shares, certain adverse U.S. federal income tax consequences could apply to the U.S. holder.

Foreign private issuers are not required to comply with certain disclosure requirements that apply to U.S. domestic public companies. As a foreign private issuer, we are exempt from the rules under the Exchange Act

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prescribing the furnishing and content of proxy statements, and our directors and principal shareholders are exempt from the reporting and short-swing profit recovery provisions contained in Section 16 of the Exchange Act. In addition, while we continue to qualify as a foreign private issuer, we are not required under the Exchange Act to file periodic reports and financial statements with the SEC as frequently or as promptly as U.S. domestic issuers, and we are not required to disclose in our periodic reports all of the information that U.S. domestic issuers are required to disclose. While we currently expect to continue to qualify as a foreign private issuer, we may cease to qualify as a foreign private issuer in the future, in which case we would incur significant additional legal, accounting and other expenses that we would not incur as a foreign private issuer that could have a material adverse effect on our results of operations.

We divested all our group’s businesses in Russia and related businesses in certain international markets in 2024. We do not have any customers, suppliers or business partners in Russia, own or hold any interest in any businesses or legal entities in Russia, or derive any revenues from Russia, and have undertaken a comprehensive operational, legal, HR and technical review of all aspects of our business to ensure that no legacy connections to Russia exist. Nevertheless, despite these efforts, our legacy could create challenges for our businesses, including more protracted client on-boarding and “know-your-customer” processes with counterparties and financial institutions.

Our multiple class share structure may discourage others from initiating any potential merger, takeover or other change-of-control transaction that our public shareholders may view as beneficial. Our articles of association also contain additional provisions that may have the effect of making a takeover of our company more difficult or less attractive, including:

The Dutch public offer rules, which impose substantive and procedural requirements in connection with the attempted takeover of a Dutch public company, only apply in the case of Dutch target companies that have shares listed on a regulated market within the European Union. We have not listed our shares, and do not expect to list our shares, on a regulated market within the European Union, and therefore these rules do not apply to any public offer for our Class A shares.

As a Dutch company, we are subject to the Dutch Corporate Governance Code, or “DCGC”. The DCGC contains both principles and best practice provisions for management boards, supervisory boards, shareholders and general meetings of shareholders, financial reporting, auditors, disclosure, compliance and enforcement standards. The DCGC applies to all Dutch companies listed on a government-recognized stock exchange, whether in the Netherlands or elsewhere, including the Nasdaq Global Select Market. The principles and best practice provisions apply to the board (in relation to role and composition, conflicts of interest and independence requirements, board committees and remuneration), shareholders and the general meeting of shareholders (for example, regarding anti-takeover protection

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and obligations of the company to provide information to its shareholders) and financial reporting (such as external auditor and internal audit requirements). The DCGC requires that companies either “comply or explain” any non-compliance and, in light of our compliance with Nasdaq requirements and as permitted by the DCGC, we have elected not to comply with all of the provisions of the DCGC. This may affect the rights of our shareholders who may not have the same level of protection as shareholders in a Dutch company that fully complies with the DCGC.

Most of our assets are located outside of the United States, our company is incorporated in the Netherlands, and some of our directors and most of our senior management are located outside the United States. As a result, it may be difficult to serve process on us or persons within the United States. Although arbitration awards are generally enforceable in the Netherlands, you should note that judgments obtained in the United States or in other foreign courts, including those with respect to U.S. federal securities law claims, may not be enforceable in the Netherlands. There is no mutual recognition treaty between the United States and the Netherlands, and no Dutch law provides for the recognition and enforcement of foreign court judgments. Therefore, it may be difficult to enforce any U.S. or other foreign court judgment obtained against our company, any of our operating subsidiaries or any of our directors in the Netherlands.

We are committed to sustainability and environmental, social and governance (“ESG”) principles. The implementation of our sustainability and ESG-related objectives are overseen by our Board’s Nominating and Corporate Governance Committee, coordinated by our group’s sustainability manager, and monitored by executive teams and management at the level of the individual business units.

Regulators, investors, customers, employees and other stakeholders are increasingly focused on sustainability matters, including climate change. There is also an increased focus on AI businesses and their impact on the environment, in particular with respect to the high power-demands involved and the reliance on critical materials. To address these goals and concerns, where possible, we plan to invest heavily in the energy efficiency of our infrastructure to reduce our environmental footprint. Furthermore, we plan to pursue opportunities to improve energy and water efficiency. For example, our data center in Finland features innovative free cooling and heat recovery systems, and hosts one of Europe’s most energy-efficient supercomputers. As a consequence of these and other initiatives, we intend to make progress towards reducing our environmental impact and global carbon footprint, meet our climate related commitments, as well as ensuring that our business remains viable in a low-carbon economy.

Pursuing these objectives may involve additional costs for conducting our business, which could adversely affect our financial position and results of operations. There is also a risk that our ESG and sustainability objectives will not be successful. A failure to meet our ESG goals, or significant controversy regarding these goals and how we achieve them, could adversely affect public perception of our business or customer, stakeholder or community support, which could result in a decline in the market price for our Class A shares.

We also may face potential governmental enforcement actions or private litigation challenging our ESG and sustainability goals, or our disclosure of those goals and our metrics for measuring achievement of them. New or changing regulation or public opinion regarding our ESG and sustainability goals or our actions to achieve them may result in adverse effects on our financial performance, reputation or demand for our services and products, or may otherwise result in obligations and liabilities that cannot be predicted or estimated at this time. We may also face conflicting and contradictory requirements in the Netherlands, U.S. and other relevant jurisdictions, and therefore face challenges in meeting competing demands and expectations.

There is some indication that ESG and sustainability goals are becoming more controversial, as some governmental entities in the U.S. and certain investor constituencies question the appropriateness of, or object to, ESG and sustainability initiatives. Some investors may use ESG-related factors to guide their investment strategies and may choose not to invest in us, a factor that would tend to reduce demand for our shares and possibly affect our share price adversely.

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data partner for AI model training, evaluation, and development; and TripleTen, a leading edtech platform focused on re-skilling individuals for careers in technology.

Core business: Nebius’s full-stack AI cloud offering

Nebius offers a comprehensive and integrated suite of AI cloud solutions, designed to support the entire AI lifecycle – from building and deploying AI models to managing large-scale AI applications.

At its foundation is a highly efficient and sustainable infrastructure layer that delivers scalable compute, storage, and networking resources engineered for high-performance AI workloads. This design offers greater compute capacity per unit of energy when compared to conventional solutions, while ensuring reliability and operational resilience.

Built on top of this robust foundation, our AI cloud platform streamlines AI development and deployment. Completely rebuilt from the ground up and launched in October 2024, Nebius AI Cloud leverages the NVIDIA accelerated computing platform, featuring NVIDIA’s GPUs and networking, and offers key capabilities such as containerization, orchestration, and serverless computing. These features allow AI innovators to effectively scale AI workloads while seeking to maximize flexibility and performance.

At the top layer, our AI and machine learning services provide a comprehensive suite of tools for data preparation, model training and model deployment. In addition to our infrastructure and compute, we offer pre-built AI applications and development tools that simplify AI adoption – particularly for organizations without dedicated AI engineering teams.

In November 2024, we significantly extended the application layer of our stack with the launch of Nebius AI Studio, our inference-as-service platform. AI Studio gives AI app builders access to dozens of open-source AI models, enabling them to build and ship innovative products quickly and at an optimized cost.

Hardware layer

Data Centers

With decades of experience in developing hundreds of megawatts of greenfield capacity, our team has built large-scale, highly efficient data centers featuring supercomputing and efficiency innovation, including Finland’s first server-heat recovery system. We leverage our advanced data-center design to enhance unit economics by reducing energy overheads, optimizing IT workload allocation, and lowering server maintenance costs, and to ensure scalability of capacity at each site.

To support our rapid growth and geographical expansion, we operate three types of data centers:

Greenfield

We own the land and manage the power infrastructure, and our engineers design every aspect of the data center. This approach offers the greatest flexibility for optimizing energy efficiency and performance. Our Finland data center is a greenfield facility. It features what we believe to be one of the world’s leading power usage effectiveness (PUE) levels under high IT loads, employs an innovative free-cooling system that eliminates the use of water and refrigerants, and has been recovering 15,000-20,000 MWh of server heat annually to warm local homes.

Build-to-suit

We partner with a developer who owns the land and secures the power, while we provide custom specifications for the data-center buildout. This allows us to drive energy efficiency and infrastructure optimization within the facility. Our New Jersey facility follows a build-to-suit model.

Co-location

We lease capacity at existing data centers through third-party providers, enabling us to rapidly deploy compute resources. While these facilities are not owned by us, we apply rigorous selection criteria to ensure they meet our performance, reliability and scalability standards. Operational efficiencies are achieved through the deployment of our in-house-designed racks, optimizing power consumption. Our France, Iceland, and Kansas City deployments are all co-location sites.

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Hardware

Designing our servers and racks in-house gives us full control over server prototyping, production and deployment, which is a key factor in reducing operational cost, accelerating time-to-market and scaling AI infrastructure. Our servers are engineered to operate at temperatures up to up to 40°C (105°F), compared to the ASHRAE standard limit of 27°C (80°F). This makes air cooling sufficient to maintain optimal performance for the current generation of chips, even those with high thermal density. Beyond energy saving, our proprietary toolless rack design simplifies maintenance and repairs, so components can be replaced within minutes instead of hours, improving reliability and uptime. This also reduces staffing requirements, allowing one engineer to manage thousands of servers. Furthermore, our streamlined design enhances workplace safety, reducing risks associated with complex traditional server maintenance.

As of March 31, 2025, we have deployed approximately 30,000 GPUs across our global data center footprint, primarily NVIDIA H200s. We also currently plan to take delivery of over 22,000 NVIDIA Blackwell and Blackwell Ultra GPUs starting in 2025; our New Jersey data center will be dedicated to NVIDIA Blackwell and Blackwell Ultra-architecture GPUs.

Our hardware stack consists of the following core components:

Software layer

Cloud Platform and Value Added Services

Our proprietary AI cloud platform is configured to support AI workloads of any scale, from single-GPU virtual machines to large clusters of many thousands of GPUs. It orchestrates resource usage across compute, storage and workload allocation, enabling efficient scaling and management of infrastructure while minimizing performance bottlenecks. For example, our Kubernetes and SLURM orchestrators are built on industry-standard open-source solutions, delivering resilient and extensible infrastructure for managing containerized workloads and services at scale. Our Soperator solution, used by many of our customers, is a SLURM-based workload manager for machine learning and high performance compute clusters, enables robust job scheduling, fault-tolerant training, and a simplified user experience.

Every feature we develop is designed with an intuitive user interface, covered by comprehensive documentation, and allows for seamless access via API and/or Terraform for programmatic orchestration. We also prioritize observability and logging, ensuring that critical information is accessible both through the UI and via an API.

The following graphic shows our AI Platform and Applications and our AI Cloud layers, both further described below.

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On top of our AI cloud infrastructure, we have created a powerful AI Platform and Applications layer for our customers featuring popular third-party and open-source software, which is available as managed services or through our marketplace. This layer includes:

This includes:

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Other Offerings

AI Studio is our inference-as-a-service offering, designed to streamline application development for foundation model users and app builders. Unlike traditional GPU-per-hour pricing, AI Studio is monetized through a token-based model, offering customers greater flexibility and cost efficiency.

Launched in October 2024, AI Studio provides access to dozens of the latest open-source text and multimodal LLMs, including DeepSeek-R1 and the Llama family, with key benefits including low latency, verified model quality and expert support. Services available to date include real-time inference, batch inference, fine-tuning of models and image generation. Since its launch, AI Studio has attracted nearly 60,000 registered users.

We are also experimenting with other service offerings. For example, in the fourth quarter of 2024 we introduced in beta TractoAI, our serverless platform designed for scalable AI and Big Data workloads. It eliminates infrastructure management by automatically provisioning and scaling resources, combining serverless flexibility with hyperscaler-like performance. Built on our bare metal and compute cloud, TractoAI optimizes resource allocation dynamically handling everything from low-GPU tasks to large-scale AI training. It also offers high-throughput and exabyte-scale storage for structured, semi-structured and unstructured data. Clients benefit from flexible compute, enabling them to start small, scale up for tasks that demand more resources, and then scale down again as needed, avoiding overprovisioning and optimizing resource usage. Additionally, Tracto AI’s pay-as-you-go model ensures users are billed only for actual compute consumption, making it the ideal solution for workloads with unpredictable demands.

Data center footprint

We have a broad data-center footprint across Europe and the US. As of March 31, 2025, we had approximately 45MW of connected capacity across both geographies, and are rapidly expanding it further. Our goal is to open more built-to-suit and greenfield data centers; with additional capacity deployments through co-locations as appropriate.

Europe

United States

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We are also actively exploring additional sites in the US and other geographies to significantly expand our capacity.

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Customers and Go-To-Market Strategy

Our primary customers today are independent developers and AI-native technology companies. We are also focused on building out our offering to meet the needs of frontier AI labs and enterprise customers, which we see as potentially important drivers of future revenue growth. Below we provide more details on these three target customer segments.

Independent developers and AI Native Tech Companies

These are generally VC-backed AI-native technology companies that are building AI-specific solutions and need a full-stack AI cloud service that is flexible, scalable, and can meet their AI workload needs. The AI workloads that these customers run with Nebius include training, fine-tuning and inference using proprietary as well as open-source models. Typically, these customers make use of a range of the different products and services available on our platform, including managed services for workload management and orchestration as well as MLOps tools. This customer segment also includes independent developers and researchers who are able to access our AI cloud platform via our self-service offering, which provides instant access to GPUs on demand.

Frontier AI Labs

These companies are at the forefront of AI research and development and require massive, scalable compute infrastructure to support the training, fine-tuning and deployment of large-scale AI models, particularly large language models (LLMs) that utilize hundreds of billions or trillions of parameters. Their workloads are computationally intensive, demanding high-performance GPUs, low-latency networking and distributed storage solutions to process vast datasets efficiently.

Enterprise Customers

These include mid-market and larger enterprises that plan to use AI to drive efficiencies and optimized results within their organization. Use cases can range from in-house model development and fine-tuning to the deployment and inferencing of tools built on open-source AI models. We anticipate that the scale of deployments from enterprise customers and related compute requirements, in particular inference workloads, will grow substantially over time as AI models become more widely available and cost effective to deploy in production systems.

With respect to our go-to-market efforts, we have made and continue to make significant investment in our sales and marketing functions to expand our customer base and build our brand recognition. Our direct sales teams across the U.S. and Europe continue to scale, supported by growing pre-sales and post-sales teams that seek to ensure customer success from initial engagement through deployment. This includes dedicated system architects who lead proof-of-concepts and accelerate onboarding, as well as robust ongoing technical and engineering support. Furthermore,

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we are expanding our reach through a growing network of strategic channel partners. Independent software vendors (ISVs) focused on AI and ML, value-added resellers (VARs), system integrators (SIs), and other strategic partners are becoming an essential extension of our go-to-market engine. We believe these partners not only have the potential to broaden our distribution, but also enable us to penetrate new markets, deliver joint solutions, and scale more efficiently.

Other businesses and investments

Avride

Avride is a developer of autonomous driving technology for self-driving cars and delivery robots for use-cases across ride-hailing, logistics, e-commerce, food and grocery delivery. The company main operations are in Austin, Texas, with additional R&D hubs in Europe, Israel and South Korea.

In 2024, Avride signed a multiyear partnership with Uber to deploy its autonomous vehicles and delivery robots on Uber and Uber Eats in the US. As part of this collaboration, Uber Eats launched delivery services utilizing Avride’s sidewalk robots in Austin and Dallas, TX, in 2024, with further expansion to Jersey City, NJ, in February 2025. The partnership also encompasses mobility solutions, which are expected to launch for riders in Dallas in 2025.

Avride has also partnered with Grubhub, deploying its sidewalk robots for last-mile deliveries at the Ohio State University campus. Within the first week of deployment, the number of daily deliveries exceeded 1,000. In February 2025, following the receipt of certification for its delivery robots in Japan in December 2024, Avride entered into a commercial partnership with Rakuten, Japan’s largest e-commerce player, to deploy Avride’s autonomous robots for restaurant and grocery deliveries in central Tokyo.

In March 2025, Avride entered a strategic partnership with Hyundai for the joint development of an autonomous driving platform and the expansion of its fleet. As part of this collaboration, Avride will initially deploy 100 Hyundai Ioniq 5 SUVs retrofitted with autonomous driving technology in the near-term, with plans for further fleet expansion.

We are actively exploring third-party investment into Avride, including transactions in which we may cede control.

Toloka

Toloka is a leading data provider for LLM and generative AI developers, delivering scalable, high-quality data solutions for all stages of AI development, including training, fine-tuning, alignment, and evaluation. By leveraging AI and expert-human input, Toloka ensures the production of complex, high-quality data at scale.

With an R&D hub in Europe and offices in the US, Toloka serves a global client base, including AI research labs, foundational model developers, Fortune 500 companies, and GenAI startups. Its network of domain experts, annotators, and writers spans over 20 knowledge areas and 120 subdomains, providing broad industry coverage.

In 2024, Toloka transitioned to a new technology platform. The company has expanded its generative AI data offerings to include red-teaming for AI agents, evaluation of reasoning models, and scalable training data powered by coding and math experts.

We are in advanced negotiations regarding a potential third-party investment into Toloka, in which we may cede control.

Triple Ten

TripleTen is an edtech platform focused on reskilling individuals for careers in technology. As of December 31, 2024, the company offered six immersive B2C study tracks – software engineering, quality assurance, BI analytics, data science, cybersecurity, and UX/UI design – principally in the US and Latin America, as well as B2B AI-focused courses for both beginners and professionals.

TripleTen operates on a proprietary tech stack and automated platform that enables scalable course development, localization, and expansion at minimal incremental cost.

In 2024, Fortune Magazine recognized TripleTen as the best overall provider of software engineering bootcamps in the US. The company is among the top-rated US edtech providers based on employment outcomes and student feedback, with a 4.87/5 rating on major bootcamp review platforms SwitchUp and Course Report as of December 2024. More than 14,000 students enrolled in 2024, a 149% increase from 2023.

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Material investments

We hold a 28% ownership stake in ClickHouse, an open-source, column-oriented DBMS provider that was spun off from the group in September 2021.

Competition

The markets that we target are highly competitive and changing rapidly. Given the current pace of innovation and technological advancement, we anticipate continued high levels of competition in the industry.

Our primary competitors are specialist AI infrastructure providers, including developers of AI-centric cloud services, providers of bare-metal GPU clusters and GPU-centric data-center companies. This group of competitors includes CoreWeave, Crusoe and Lambda Labs.

In addition, as a full-stack AI cloud provider, we also face competition from general-purpose cloud computing providers that are developing AI-specific offerings such as Amazon (AWS), Google (Google Cloud Platform), Microsoft (Azure) and Oracle.

We believe that our core competitive advantages include:

The other businesses within the group also face their own competitors in the markets in which they compete. For example, Avride competes with other major developers of self-driving technologies, including Waymo, Zoox, and others. Toloka competes with other GenAI data providers, including Scale AI, Snorkel AI and Surge AI, while TripleTen primarily competes with number of US-based edtech bootcamp providers.

Employees and workforce culture

As of March 31, 2025, Nebius had 1,371 employees, of whom the majority are engineers.

Talent is the foundation of our business, and we have historically built our products around people. Our full-stack AI infrastructure offering is a direct result of the expertise in our team across domains including data-center construction and operations, hardware engineering and R&D, cloud solutions development, AI and ML engineering, backed by experienced business development and management professionals.

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Our HR approach is built on our principles of fairness, transparency and compliance with local labor regulations across all our global locations.

Nebius offers competitive compensation packages in line with industry standards. We aim to promote professional growth and high performance, and to support employee wellbeing. We offer flexible working arrangements, including remote working options, as well as mental health support services. Our benefits program is designed to support both short-term and long-term employee needs, including meal and transportation allowances, home-office support for remote employees, and healthcare plans.

We are committed to hiring local talent in the regions where we operate. By the end of the first quarter of 2025, our workforce included individuals from more than 50 nationalities. In 2024, women represented approximately one-third of our leadership team.

Commitment to sustainability

Sustainability is at the core of our business, enhancing efficiency, reliability and affordability while reducing environmental impact. We integrate responsible practices across our operations and technology stack to align growth with resource management.

Our sustainability efforts focus on three key areas: sustainable computing, empowerment through technology, and reliability and security.

Sustainable Computing

Given the energy-intensive nature of AI workloads, we focus on driving efficiency across the entire technology stack – from data centers and hardware to product features – to optimize resource use. This enhances infrastructure reliability, results in economic benefits for both our business and our customers, and reduces environmental impact.

Empowerment through technology

We leverage technology to support industries, academia and individuals with advanced tools, training, and research resources. Through Nebius Academy, we provide cloud grants to students and academic partners, as well as advanced online and in-person programs in data science, machine learning, and generative AI. Nebius’s portfolio includes an AI cloud platform and ML tools designed to support AI-powered solutions for critical fields such as healthcare, life sciences and biotech that are involved in personalized medicine, genomics and drug discovery.

Reliability and Security

We are committed to maintaining the highest standards of information security and operational resilience. Our services adhere to stringent security certifications, and we work to establish a comprehensive array of safety controls in our pioneering work with autonomous technologies.

More details on our sustainability initiatives can be found at nebius.com/sustainability.

History and Development of the Company; Organizational Structure

Nebius Group N.V. is a Dutch public company with limited liability, which became the parent company of our group in 2007. Its registered office is at Schiphol Boulevard 165, 1118 BG, Schiphol, The Netherlands (tel: +31 (0) 20 206 6970).

In July 2024, we completed the divestment of all our group’s businesses in Russia and related businesses in certain international markets. The divested businesses constituted more than 95% of the group’s consolidated revenues,

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assets and employees at the time. Following the divestment, the group continues to be headquartered in Amsterdam, with principal operations in Europe, the US and Israel.

Nebius Group N.V. is the holding company of the group. Our principal operating subsidiaries are Nebius B.V., Nebius Israel Ltd., Avride B.V., Toloka AI B.V., Toloka AI Inc., TripleTen Inc. and EdTech Plus B.V.

Our company’s Class A shares were listed on the Nasdaq Global Select Market in May 2011. Trading in our shares was suspended in February 2022 and resumed on October 21, 2024, following the completion of the divestment. The ticker symbol for the Class A shares is NBIS.

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

Operating Segments

Nebius is a technology company specializing in AI infrastructure and cloud services, providing comprehensive full-stack solutions to support the rapid growth of the global AI industry. We equip AI innovators and businesses with the compute resources and critical software they need to train, run, and deploy their models with confidence and speed.

Our primary business is AI infrastructure, delivering high-performance compute solutions that power AI development at scale. Our full-stack approach incorporates data centers, custom-designed hardware, and an intelligent software layer, enabling us to deliver high-performance GPU clusters, a proprietary cloud platform, and advanced tools for AI model training and inference. In addition to our core AI infrastructure business, we operate three distinct businesses under separate brands:

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While these factors impacted short-term costs and revenue timing, we believe they helped us to establish a foundation for long-term growth.

Net loss from continuing operations was $393.5 million in 2024, compared with net loss of $341.5 million in 2023 and net loss of $180.0 million in 2022. The increased losses are primarily due to an increase in operating expenses to support the expansion of our continuing businesses. The increase in operating expenses was partly offset by interest income of $63.6 million in 2024 compared to $3.3 million in 2023 and $1.0 million in 2022, reflecting our significant cash balances following the Divestment transaction.

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Eliminations represent the elimination of transactions between the reportable segments, including use of our Nebius cloud platform by other segments within the Group.
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Revenues by reportable segment:

Total revenues increased by $96.6 million, or 462%, from $20.9 million in 2023 to $117.5 million in 2024. This increase was predominantly driven by the revenues generated by our core AI infrastructure business, Nebius, as well as substantial growth in both Toloka and TripleTen. In 2023, total revenue increased by $7.4 million, or 55%, from $13.5 million in 2022. The primary drivers of the growth for the period were the launch of the core AI infrastructure business and rapid development of TripleTen.

Revenues for the Nebius business grew by $58.7 million, from $9.6 million in 2023 to $68.3 million in 2024. The growth of the Nebius business was largely due to the rise in number of new customers and increasing size of engagements per customer, facilitated by the expansion of our data center facility and growth in installed base of GPUs. In 2023, revenues for Nebius grew $9.1 million, from $0.5 million in 2022. The main driver was the initial commercial launch of AI infrastructure business and initial installation of GPUs in our data centers in late 2023.

Revenues from Toloka increased by $15.3 million, or 138%, from $11.1 million in 2023 to $26.4 million in 2024. The increase was largely due to the growth in demand for data services utilized in the training, evaluation and development of generative AI models. In 2023, revenues for Toloka grew $0.6 million, or 6%, from $10.5 million in 2022.

Revenues from TripleTen grew by $20.6 million, or 251%, from $8.2 million in 2023 to $28.8 million in 2024. In 2023, revenues for TripleTen grew $6.0 million, or 273%, from $2.2 million in 2022. The main driver for the growth in revenues in both periods was the growth in the number of new students on the back of the increasing penetration of the core US market as well as expansion to Latam.

The Avride business had only a limited contribution to the total revenue for the group.

Operating Costs and Expenses

We classify operating costs and expenses as follows: cost of revenues; product development; sales, general and administrative expenses; and depreciation and amortization.

Cost of revenues primarily consists of costs of operation and co-location of data center facilities, the electricity, utility and maintenance costs in data centers, direct costs of expert contractors and crowdsourcing costs, and other related expenses. The group’s owned Finland data center together with rented data center facilities are significant components of the group’s cost of revenues.

The following table presents the cost of revenues in absolute terms and as a percentage of revenues and total operating expenses for the periods presented:

Cost of revenues increased by $41.5 million, or 130%, from 31.9 million in 2023 to $73.4 million in 2024. The increase in 2024 was due to expansion of our core AI infrastructure business. Growth accelerated after the Divestment as we were then able to increase our data center capacities in the form of co-location agreements and hire of additional personnel. Increase in cost of sales related to the Toloka business was the second largest contributor to the growth in 2024, in line with the revenue growth in Toloka. Our Avride and TripleTen businesses had limited contribution to the overall increase in cost of revenues. Cost of revenues remained relatively stable in 2023 and 2022 showing an increase of $3.5 million, or 12%, from $28.4 million in 2022.

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Product development expenses consist primarily of personnel costs incurred for research and development activities. The following table presents product development expenses in absolute terms and as a percentage of total operating expenses for the periods presented:

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Product development expenses increased by $17.4 million, or 15%, from $112.3 million in 2023 to $129.7 million in 2024, and by $54.0 million, or 93%, from $58.3 million in 2022. These increases were primarily due to increases in headcount of personnel engaged in product development activities, as well as growth in salaries in 2023 compared to 2022 due to relocation of a significant personnel to higher-cost jurisdictions as a part of the Divestment process.

Sales, general and administrative expenses include: expenses for personnel engaged in sales and promotion of products to the market, or performing general or administrative functions, including share-based compensation expenses; rental of office space and related utilities in proportion to the number of employees performing these functions; training and hiring expenses; advertising and marketing expenses, including the costs of organizing promotions; legal and audit services; and other expenses related to the group’s wider operating activities.

The following table presents sales, general and administrative expenses in absolute terms and as a percentage of total operating expenses for the periods presented:

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Sales, general and administrative expenses increased by $102.9 million, or 59%, from $174.9 million in 2023 to $277.8 million in 2023. This increase is primarily due to an increase in consultancy, legal and professional fees which were incremental to our main operating activities, public launch of Nebius Group and related to the Divestment. Increase in share-based compensation expense allocated to personnel engaged in sales, general and administrative activities was the second largest contributor to the growth, followed by an increase in advertising and marketing expenses. Sales, general and administrative expenses increased by $117.6 million, or 205%, from $57.3 million in 2022. The increase was primarily due to increases in headcount of personnel engaged in sales, general and administrative activities, as well as growth in salaries in 2023 compared to 2022 due to relocation of a significant personnel to higher-cost jurisdictions as a part of the Divestment process.

Depreciation and amortization. Depreciation and amortization expense relates to the depreciation of property and equipment, mainly servers and networking equipment, data center equipment and office furniture, and the amortization of intangible assets.

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Depreciation and amortization expense increased by $48.0 million, or 164%, from $29.3 million in 2023 to $77.3 million in 2024. The growth was primarily due to the increase of depreciation expense related to server and network equipment and infrastructure systems, primarily as a result of expansion of data center and GPU capacity in our core AI infrastructure business, Nebius. In 2023 depreciation and amortization expense increased by $1.8 million, or 7%, from 27.5 million in 2022.

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Share-based compensation. In the consolidated statements of operations, share-based compensation expense is recorded in the same functional area as the expense for the recipient’s cash compensation. As a result, share-based compensation expense is allocated among the cost of revenues; product development expenses; and sales, general and administrative expenses.

The following table presents aggregate share-based compensation expense in absolute terms and as a percentage of operating expenses for the periods presented:

Share-based compensation expense increased by $25.2 million, or 80%, from $31.4 million in 2023 to $56.6 million in 2024. The growth was due to the awards of RSUs granted under the company’s equity incentive program in 2024, following a period of more than two years during which no grants had been made.

In 2023 share-based compensation expense increased by $21.8 million, or 227%, from $9.6 million in 2022 due to the growth in headcount.

See Note 14 — “Share-based compensation” of the consolidated financial statements included elsewhere in this Annual Report.

Adjusted EBITDA loss by reportable segments

Our management uses Adjusted EBITDA loss as a financial measure of performance of our businesses. 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. For a reconciliation between total Adjusted EBITDA loss and net loss before income tax expense see Note 15 — “Information about segments & geographic areas” of our consolidated financial statements included elsewhere in this Annual Report.

The table below presents information about the Adjusted EBITDA loss of the reportable segments:

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Adjusted EBITDA loss by reportable segments:

Total Adjusted EBITDA loss for the group improved by $16.4 million in 2024 compared to 2023 primarily due to the increase in revenue, partially offset by growth in sales, general and administrative expenses and cost of revenues. Total Adjusted EBITDA loss in 2023 increased by $158.3 million compared to 2022 due to increases in sales, general and administrative expenses and product development expenses.

Adjusted EBITDA loss for the Nebius business improved by $5.6 million in 2024 compared to 2023 due to the increase in revenue, partially offset by growth in sales, general and administrative expenses and cost of revenues. Adjusted EBITDA loss for Nebius in 2023 increased by $90.2 million compared to 2022 due primarily to increases in sales, general and administrative expenses and product development expenses.

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Adjusted EBITDA loss of Toloka improved by $2.0 million in 2024 compared to 2023 due to the increase in revenue partially offset by growth in cost of revenues and product development expenses. Adjusted EBITDA loss for Toloka in 2023 increased by $19.8 million compared to 2022 as a result of increases in sales, general and administrative expenses and product development expenses.

Adjusted EBITDA loss of TripleTen improved by $6.2 million in 2024 compared to 2023, due to the increase in revenue. Adjusted EBITDA loss for TripleTen in 2023 increased by $1.3 million compared to 2022 as a result of increases in sales, general and administrative expenses.

Adjusted EBITDA loss of Avride improved by $2.6 million in 2024 compared to 2023 due primarily to a reduction in sales, general and administrative expenses. Adjusted EBITDA loss for Avride in 2023 increased by $47.0 million compared to 2022 as a result of growth in sales, general and administrative expenses and product development expenses.

Interest Income

Interest income is mainly generated from short term bank deposits and cash account balances. Interest income increased from $3.3 million in 2023 to $63.6 million in 2024. After the completion of the Divestment, we placed a substantial portion of such proceeds into highly liquid financial instruments. Interest income remained relatively stable at $3.3 million in 2023, compared with $1.0 million in 2022.

Income/(loss) from equity method investments

Income from equity method investments in the amount of $0.4 million in 2024 represents income received in the form of cash distributions from our investment in venture capital funds. Loss from equity method investments in the amount of $10.9 million and $14.0 million in 2023 and 2022, respectively, reflected impairments in respect of investments in venture capital funds as well as attribution of net loss of our equity investment.

See Note 5 — “Investments in equity securities and equity investments” of our consolidated financial statements for more information.

Other Income/(Loss), net

The following table presents the components of other income/(loss), net in absolute terms and as a percentage of revenues, for the periods presented:

Other income/(loss), net includes foreign exchange losses in the amounts of $2.8 million and $17.5 million for the years ended December 31, 2023 and 2024, respectively, and a foreign exchange gain of $1.4 million for the year ended December 31, 2022.

Other income/(loss), net in 2022 includes the loss from impairment of our investment in a venture capital fund in the amount of $7.7 million.

Foreign exchange gain/(loss) dynamics reflect changes in the U.S. dollar value (the Group’s reporting currency) of monetary assets and liabilities that are denominated in other currencies (primarily the euro), 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.

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The group’s main cash outflows are as follows: acquisitions of server and infrastructure equipment, investments in construction of new capacities in our proprietary data center in Finland, lease payments for co-location agreements and other general corporate activities. Our businesses expect to fund their operations, to the extent required, through debt or equity financing, as well as achieving positive operating cash flow.

Cash flows used in operating activities.

Our continuing businesses were loss making in all periods presented. Cash is primarily used for payments to employees and the purchase of various services constituting our operating expenses, which include, but are not limited to, payments for rent and utilities, payments to suppliers for professional services and other general corporate expenditures.

Net cash used in operating activities increased by $42.6 million in 2024 and by $125.4 million in 2023, respectively, year over year. The increase in both periods mainly resulted from an increase in personnel-related payments and is in line with the increase in our headcount and growth in salaries due to relocation of significant personnel to higher-cost jurisdictions as a part of the Divestment process, as well as increases in corporate overheads. Changes in operating assets and liabilities resulted in an outflow of $71.2 million in 2024 and $4.4 million in 2023, primarily due to changes in interest receivable, accounts payable and other accrued liabilities and prepaid expenses.

Cash flows (used in)/provided by investing activities.

Net cash provided by investing activities in 2024 amounts to $671.8 million and consists primarily of the proceeds from the Divestment, partially offset by purchases of property, plant and equipment, as well as the effect of deconsolidation of the Group’s former subsidiaries.

Cash received for the Divestment consists of cash received in the first closing in May 2024 in the amount of $2,458.1 million and proceeds from the second closing in July 2024 in the amount of $184.2 million (see Note 3 — “Acquisitions, Disposals and Discontinued Operations” in the Notes to our consolidated financial statements included in this Annual Report). As a result of the Divestment, we deconsolidated $1,174.9 million in cash and cash equivalents related to discontinued operations as of the date of first closing.

The table below presents information about our capital expenditures:

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Capital expenditures relate primarily to our investments in GPUs and data center hardware. After the completion of the Divestment in July 2024 we substantially increased the pace of our investments in this area to support the growth of our core AI infrastructure business.

Net cash used in investing activities in 2023 and in 2022 amounted to $93.4 million and $12.6 million, respectively. The amounts consist primarily of the acquisition of property plant and equipment in both years, offset by proceeds from the sale of property and equipment in 2022 in the amount of $2.0 million.

Cash flows provided by financing activities.

Net cash provided by financing activities in 2024 was $656.8 million. This primarily consists of the sale of approximately 33.3 million Class A shares from treasury pool in a private placement completed in December 2024,

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which generated gross proceeds of $700 million. Those proceeds were partially offset by the following outflows: $32.5 million of private placement issuance costs, $10.0 million for repurchase of equity classified awards related to one of our business units, and $0.7 million cash payments for the repurchase of the company’s convertible notes restructured in 2022.

Off-Balance Sheet Items

The Nebius Group does not currently engage in material off balance sheet financing arrangements, and does not have any material interest or obligation, including any contingent obligation arising out of a variable interest in entities referred to as variable interest entities, which include special purpose entities and other structured finance entities.

¹ Includes lease obligations for corporate offices and data center facilities.

² Includes power and utilities of rented data center facilities (co-location agreements).

For agreements denominated in currencies other than the U.S. dollar, the amounts shown in the table above are based on the respective exchange rate prevailing on December 31, 2024. All amounts are shown excluding value added tax, where applicable.

See Note 8 — “Leases” of the consolidated financial statements included elsewhere in this Annual Report for more information on our lease contracts, including leases not yet commenced.

Critical Accounting Policies, Estimates and Assumptions

The accounting policies affecting our financial condition and results of operations are more fully described in our consolidated financial statements for the year ended December 2024 included elsewhere in this Annual Report. The preparation of these consolidated financial statements requires us to make judgments in selecting appropriate assumptions for calculating accounting estimates, which inherently contain some degree of uncertainty. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances, the results of which form the basis of making judgments about the carrying values of assets and liabilities and the reported amounts of revenues and expenses that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions. We believe our critical accounting policies that affect the more significant judgments and estimates used in the preparation of our consolidated financial statements are as follows:

Useful Lives of Property, Plant and Equipment

Property, plant and equipment are depreciated over their estimated useful life on a straight line basis. We monitor conditions related to these assets to determine whether events and circumstances warrant a revision to the remaining amortization or depreciation period. We test these assets for potential impairment whenever our management concludes that events or changes in circumstances indicate that the carrying amount may not be recoverable. The original estimate of an asset’s useful life and the impact of an event or circumstance on either an asset’s useful life or carrying value involve significant judgment regarding estimates of the future cash flows associated with each group of long-lived assets. Given the rapidly evolving nature of our young industry and our limited history operating under our current business model, there may be a greater risk that our estimates of useful lives may be subject to change over time. Our main assets, GPUs, are currently depreciated over four years.

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Recoverability of Deferred Tax Assets

Significant management judgment is required in determining whether deferred tax assets will be realized. A valuation allowance is recognized to reduce deferred tax assets to amounts that are more likely than not ultimately to be utilized based on our ability to generate sufficient future taxable income. Establishing or reducing a tax valuation allowance requires us to make assessments about the timing of future events, including the probability of expected future taxable income and available tax planning strategies. If actual events differ from management’s estimates, or to the extent that these estimates are adjusted in the future, any changes in the valuation allowance could materially impact our consolidated financial statements.

Leases

We determine if an arrangement meets the definition of a lease at the inception of the lease. Right-of-use (“ROU”) assets represent the group’s right to use an underlying asset for the lease term and lease liabilities represent the group’s obligation to make lease payments arising from the lease. ROU assets are measured based on the discounted present value of the remaining lease payments, initial direct costs incurred, and prepaid lease payments, excluding lease incentives received prior to lease commencement. To determine the present value of our lease payments, we utilize the interest rate implicit in the lease agreement. If the implicit interest rate is unknown, we use our incremental borrowing rate based on the information available at the lease commencement date in determining the present value of future lease payments. Certain future minimum lease payments due under the operating lease agreements contain rent-free periods or escalating rent payment provisions.

We make an accounting policy election regarding the distinction of lease and non-lease components for each group of underlying assets. For co-location spaces at data center facilities, we apply an accounting policy election to separate lease and non-lease components. Payments under our lease agreements are primarily fixed. Non-lease components primarily consist of power consumption and internet connection and can be both fixed and\or usage-based.

Provisions and Contingent Liabilities

We accrue a provision or contingent liability when our management determines that it is probable that an asset has been impaired or a liability has been incurred and the amount of loss can be reasonably estimated. In determining the appropriate accounting for loss contingencies, we consider the likelihood of loss or impairment of an asset or the incurrence of a liability, as well as our ability to reasonably estimate the amount of loss. We regularly evaluate current information available to us to determine whether an accrual should be established or adjusted. Estimating the probability that a loss will occur and estimating the amount of a loss or a range of loss involves significant judgment.

A significant portion of the consideration for the divested businesses was received in the form of our Class A shares. The acquisition of such shares by our company is treated as a repurchase of its own shares for Dutch tax purposes, which would be subject to withholding tax at a rate of 15%, unless the shares so acquired qualify as "temporary investments". Based on our use of a portion of these shares in 2024 for financing purposes and our equity incentive program, in the fourth quarter of 2024, we accrued a contingent tax liability in respect of approximately 117 million repurchased Class A shares in the amount of $180.9 million, which has been subsequently settled in February 2025.

Valuation of Investments in Equity Securities

Investments in the stock of entities in which we can exercise significant influence but do not own a majority equity interest or otherwise control are accounted for under the equity method. Following the loss of significant influence over equity method investments without readily determinable fair values, we account for these investments under the measurement alternative at its cost less impairment.

Equity investments without readily determinable fair values are written down to fair value if a qualitative assessment indicates that the investment is impaired and the fair value of the investment is less than carrying value. We perform a qualitative assessment on a periodic basis. We are required to estimate the fair value of the investment to determine the amount of the impairment loss. Once an investment is determined to be impaired, an impairment charge is recorded in other income / (expense), net.

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Recent Accounting Pronouncements

See Note 1 — “Description of Business and Summary of Significant Accounting Policies” of our consolidated financial statements included elsewhere in this Annual Report.

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several successful IT enterprises, including InfiNet Wireless and CompTek International. Having served as CEO of CompTek International, Mr. Volozh moved to become the CEO of the Company. Mr. Volozh has invested in and served on the board of Face.com, an Israeli face-tagging company (sold to Facebook in 2012), and was an early investor in Getir, a Turkish based company and pioneer in the ‘quick commerce’ market, being the first to introduce the 15-minute grocery delivery model. Mr. Volozh has also served as a board member for US-based Neurosteer, the company responsible for developing the world’s first wearable, medical-grade brain activity interpretation platform used across a wide range of medical and lifestyle applications. Mr. Volozh holds a degree in applied mathematics from Gubkin Institute of Oil and Gas.

Ophir Nave was appointed Chief Operating Officer of the Company in May 2024 and became an executive director in August 2024. Previously, Mr. Nave was a Lead Partner in the Corporate and M&A Practice at the Israeli law firm Arnon, Tadmor-Levy, where he also served on the firm’s executive committee. His legal career includes positions at the U.S. law firm Wachtell, Lipton, Rosen & Katz, clerking for Justice Theodor Or of the Israeli Supreme Court, and lecturing on corporate finance at Tel Aviv University. Mr. Nave holds a Doctor of Juridical Science from Harvard Law School, an LL.B. from Tel Aviv University, and a B.Sc. in Computer Engineering from the Technion.

John Boynton has been a non-executive director since 2000 and was appointed to serve as Chairman of our Board in 2016. He was a founding shareholder of the Company and has served our Board in a number of capacities including Chairman of the Nominating and Governance Committee, Chairman of the Compensation Committee, and Member of the Audit Committee. He is a member of the National Association of Corporate Directors. Mr. Boynton was also co-founder of CompTek and InfiNet Wireless and has served as a founder, investor and/or board member in a variety of growth companies in technology, healthcare services, and real estate. He graduated from Harvard in 1988.

Elena Bunina became a non-executive member of our Board of Directors in August 2024. Ms. Bunina is a university professor, Israel-based businesswoman and an accomplished mathematician with almost 70 research publications and with a particular focus on algebra and model theory. She currently serves as the Head of Science and Education for the Nebius Group. Ms. Bunina previously served as the Head of Academic and Educational Services across the Company’s group, as well as the General Director and director of Human Resources at Yandex LLC, stepping down in April 2022. Ms. Bunina holds a Doctor of Science degree, in addition to having a Ph.D in Mathematics, from the faculty of Mechanics and Mathematics at the Moscow State University, where she served as a professor for 12 years until 2022. She currently serves as a professor of Mathematics at Bar Ilan University, in Israel.

Esther Dyson was a non-executive director of Nebius Group N.V. from 2006 until her resignation in March 2022 and was re-appointed as non-executive director in August 2024. Ms. Dyson is the founder of Wellville, a US-based 10-year non-profit project to demonstrate the value of investing in health, ending December 2024. Ms. Dyson is an active investor in a variety of IT, health, logistics and space start-ups, and also sits on the boards of AvanleeCare, BAMF Health, SWVL (Nasdaq), and PressReader, a Vancouver, Canada-based IT company of Russian origin (among others). She also sits on the boards of non-profits including Charity Navigator and ExpandED Schools. Her primary public board experience in addition to Yandex was at WPP Group (1999-2014). She started her career as a fact-checker for Forbes Magazine, and then spent five years as a securities analyst on Wall Street. At New Court Securities, Ms. Dyson comprised the sell-side research department, and worked on the initial public offering of Federal Express, among others. At Oppenheimer & Co., she followed the nascent software and personal computer markets. From 1982 to 2004, as the owner of Edventure Holdings, she edited its newsletter Release 1.0 and ran its annual PC Forum conference. She was an early investor in Flickr and del.icio.us (sold to Yahoo!), Medstory and Powerset (sold to Microsoft), Meetup (sold to WeWork), Geometric Intelligence and Jump (sold to Uber), and Square/Block and Omada Health, among others. She is the author of “Release 2.0: A design for living in the digital age” (1997). She earned a BA in economics from Harvard University, and a certificate of completion from the Yuri Gagarin Cosmonaut Training Institute.

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Kira Radinsky became a non-executive member of our Board of Directors in August 2024. Ms. Radinsky is the chief executive officer and chairwoman of Diagnostic Robotics, a US-based technology business working in the field of AI to make healthcare better, cheaper and more widely available. As a result of Ms. Radinsky’s technology expertise, she founded Mana Bio, an AI-based drug delivery business, and cofounded San Francisco based SalesPredict in 2012, where she led the research and development aspects of data mining. When SalesPredict was sold to eBay in 2016, Ms. Radinsky became eBay’s director of data science and chief scientist. Ms. Radinsky has also served on the board of directors for Esh Digital Bank (Tel Aviv), Maccabi Health Care Data Science Institute (Tel Aviv) and HSBC Technology Board (London). Aside from her corporate roles, Ms. Radinsky focuses her research on how web dynamics and knowledge can help predict future global events. Ms. Radinsky has a B.Sc. and a Ph.D in Computer Science from

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Technion, the Israel Institute of Technology.

Rogier Rijnja has been a non-executive director of Nebius Group N.V. since 2013. Mr. Rijnja is an independent management consultant and entrepreneur. Previously he served as a Senior Vice President of Human Resources and a member of the executive committee at D.E Master Blenders, a Dutch public company listed on the Amsterdam stock exchange. Earlier, Mr. Rijnja served as head of the human resources departments at several international companies, including Maxeda (2008 to 2011), Numico N.V. (2004 to 2008) and Amazon.com (2002 to 2004). Prior to this, he was director of global management development at Reckitt Benckiser PLC from 1998 to 2002, and a human resources manager for Nike Europe from 1996 to 1998. Between 1989 and 1996, Mr. Rijnja held several positions at Apple in The Netherlands and the United States. Mr. Rijnja has a degree in law studies from Leiden University in The Netherlands.

Charles Ryan became a non-executive director of Nebius Group N.V. at the time of its initial public offering in 2011. A finance professional with 29 years of experience in both the Russian and international markets, Mr. Ryan co-founded United Financial Group (UFG) and became its Chairman and CEO in 1994. In 1998, Mr. Ryan initiated the New Technology Group within UFG Asset Management, which sponsored an early-stage technology investment in ru-Net Holdings whose investments include the Company. In 2006, Deutsche Bank acquired 100% of UFG's investment banking business, and Mr. Ryan was appointed chief country officer and CEO of Deutsche Bank Group in Russia and remained in that position until the end of 2008, when he became chairman of UFG Asset Management. From 2008 through the end of 2010, Mr. Ryan was a consultant for Deutsche Bank. Prior to founding UFG, Mr. Ryan worked as an associate and principal banker with the European Bank for Reconstruction and Development in London from 1991 to 1994 and as a financial analyst with CS First Boston from 1989 to 1991. Mr. Ryan is also a founder and the general partner of Almaz Capital Partners, an international VC firm, headquartered in Silicon Valley, which connects entrepreneurs and engineering talent in the USA and Eastern European /CIS countries and brings prominent startups to the global market. Mr. Ryan has a degree in government from Harvard University.

Elena Bunina, a Non-Executive Director and Head of Science and Education, and Roman Chernin, our Chief Business Officer, are involved in a personal relationship and share a primary residence. To our knowledge, there are no other family relationships among any of our directors, executive officers or senior managers as of the date of this annual report.

Compensation and Share Ownership of Executive Officers and Directors

The aggregate cash compensation paid or accrued in 2024 for members of our senior management (including our executive directors) (a total of 9 persons), as a group, was $14.9 million, including $7.8 million of cash compensation paid in lieu of equity awards that would otherwise have vested in 2024 and repurchases of certain business unit awards. Following the suspension of trading of our Class A shares on Nasdaq in February 2022 until the resumption of trading in October 2024, equity awards were settled in cash. In addition, in 2024, we granted an aggregate of 4,379,999 RSUs to the members of our senior management (including our executive directors). RSUs generally vest over four years with one-sixteenth vesting each quarter.

The aggregate cash compensation paid or accrued in 2024 for our non-executive directors (a total of 6 persons), as a group, was $17.9 million, including special bonuses paid to three non-executive directors in an aggregate amount of $15.0 million as approved by the Annual General Meeting of Shareholders in August 2024. In addition, in 2024, we granted an aggregate of 1,128,332 RSUs to our non-executive directors as a group. RSUs generally vest over four years with one-sixteenth vesting each quarter.

In addition, in 2024 we paid special bonuses to key employees (including a former senior executive) in the aggregate amount of $34.2 million in recognition of extraordinary services in connection with the divestment transaction completed in 2024.

Further, in 2025, our board approved the grant of “premium-priced” options to each of four senior executives, including our CEO, to purchase up to 2,000,000 Class A shares at an exercise price of $100 per share. Our CEO declined his award. These awards are intended to incentivize exceptional long-term performance and drive exceptional growth in shareholder value. The awards vest quarterly over four years from January 1, 2025, and once vested will remain exercisable for up to ten years, including in the case of termination other than for cause or good reason.

For information on share ownership and options held by our directors and senior management, please see “Major Shareholders and Related Party Transactions”.

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Corporate Governance

Our Class A ordinary shares are listed on the Nasdaq Global Select Market and our Board relies upon the listing requirements and rules of the Nasdaq Stock Market to assist it in its determinations of director independence. Because Mr. Volozh beneficially holds approximately 55% of the voting control as of March 31, 2025 and holds greater than 50% of the voting power for election of directors, Nebius is a “Controlled Company” as defined by Rule 5615 of the Nasdaq Stock Market rules. As such, we are not required to have a majority of independent directors on our Board, nor are we required to have an independent nominating and corporate governance committee or compensation committee. While our Board currently includes a majority of independent directors and our compensation committee and nominating and corporate governance committee consist solely of independent directors, that may not always be the case. Our audit committee consists solely of independent directors. For so long as we remain a Controlled Company, we may take advantage of some or all of the exemptions to the independence requirements available to Controlled Companies.

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The principal standing committees of our board of directors are the audit, compensation, and nominating and corporate governance committees. We have adopted a charter for each of these committees.

Audit Committee

Our audit committee consists of Messrs. Ryan (chairperson), Boynton and Rijnja. Each member satisfies the independence requirements of the Nasdaq listing standards, and Mr. Ryan qualifies as an “audit committee financial expert,” as defined in Item 16A of Form 20-F and as determined by our board of directors. The audit committee oversees our accounting and financial reporting processes and the audits of our consolidated financial statements. The audit committee is responsible for, among other things:

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Compensation Committee

Our compensation committee currently consists of Mr. Rijnja (chairperson), and Mses. Dyson and Radinsky. Each member satisfies the independence requirements of the Nasdaq listing standards. The compensation committee assists our board of directors in reviewing and approving or recommending our compensation structure, including all forms of compensation relating to our directors and senior management. Members of our management may not be present at any committee meeting while the compensation of our chief executive officer is deliberated. Subject to the terms of the remuneration policy approved by our general meeting of shareholders from time to time, as required by Dutch law, the compensation committee is responsible for, among other things:

Nominating and Corporate Governance Committee 

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The nominating and corporate governance committee consists of three members: Messrs. Boynton (chairperson) and Rijnja and Ms. Radinsky. Each member satisfies the independence requirements of the Nasdaq listing standards. The committee assists our Board in developing our corporate governance guidelines. The committee is also responsible for making recommendations to our Board regarding the composition of certain committees of our Board and for overseeing the Company’s policies and initiatives with respect to environmental, social and governance matters; and for overseeing the evaluation of our Board. The committee is also responsible for identifying and recommending directors to our Board.

The nominating and corporate governance committee is responsible for, among other things:

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Employment Agreements

Substantially all of our employees are employed by our operating subsidiaries. Our employment agreements generally contain the minimum statutory notice periods required under local law. The employment agreements generally contain non-competition and non-solicitation provisions.

Our employees are not represented by any collective bargaining agreements and we have never experienced a work stoppage. Pursuant to the requirements of Dutch law, our employees in the Netherlands have formed an employee works council. The works council has the right to be informed by and/or to advise management on specific matters in accordance with the Dutch Works Council Act. In addition, the Works Council Act provides that various decisions with respect to employment conditions of general application require the works council's consent. If withheld, such consent may be replaced with a judgment from the cantonal court. The works council has the right to render advice on any proposed decision to appoint or dismiss a director of the Board. We believe our employee relations are good.

Employee Plan

We grant equity awards in the form of stock options (“Options”), share appreciation rights (“SARs”), restricted shares, restricted share units (“RSUs”) and performance share units (“PSUs”) (together, the “Company Awards”) under our Nebius Group N.V. Amended and Restated Equity Incentive Plan (the “Plan”). The Plan was approved by the general meeting of shareholders on May 27, 2016, and was amended on June 27, 2019 and amended and restated on August 15, 2024. The Plan currently provides that the maximum number of shares available for issuance under the Plan (and predecessor plans) is 30,000,000.

Additionally, the Plan provides employees of certain business units in the group, including Avride and Toloka (the “Participating Subsidiaries”), the opportunity to receive equity awards (and synthetic awards) in respect of shares in the equity of those Participating Subsidiaries (the “Business Unit Equity Awards”). The maximum number of ordinary shares of any Participating Subsidiary which may be subject to awards over the term of the Plan (together with any shares that may be sold to business unit management outside the Plan) is determined by the Board but may not exceed 20% of the aggregate number of such Participating Subsidiary shares issued and outstanding from time to time. In the future, additional of our business units, or new business units, may be designated Participating Subsidiaries by our Board of Directors.

Plan administration. Our Board of Directors or its Compensation Committee administers our Plan. Although our Plan sets forth certain terms and conditions of our equity awards, our Board of Directors or its Compensation Committee determines the provisions and terms and conditions of each grant. These include, among other things, the vesting schedule, repurchase provisions, forfeiture provisions, any performance conditions and forms of payment upon exercise.

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Eligibility. We may grant Company Awards to employees, directors, advisors and consultants to our Company and its subsidiaries. We may also grant Business Unit Equity Awards to employees, officers, directors, advisors and consultants of a Participating Subsidiary. No participant has an automatic right of participation, and no participant will have a right to automatic top up or replenishment of awards when outstanding awards vest or are exercised.

Exercise price and term of equity awards. With respect to Company Awards, the exercise price of options or measurement price of share appreciation rights awards is the fair market value of an underlying Class A Share, which means (A) at any time when the Class A Shares are not publicly traded on an internationally recognized stock exchange, the price per share most recently determined by our Board of Directors, in its sole discretion, to be the fair market value thereof, which determination shall be made at least once every six calendar months; and (B) at any time when such shares are publicly traded on an internationally recognized stock exchange, (i) in the case of RSUs, the closing price per share on the date of such determination; and (ii) in the case of options and SARs, the average closing price per share on the 20 trading days immediately following the date of determination, subject to compliance with applicable law. RSU and PSU awards have no exercise or measurement price. Equity awards are generally exercisable up until the tenth anniversary of the grant date so long as the participant’s relationship with us has not terminated and any performance or other pre-determined conditions have been fulfilled. The Plan does not permit re-pricing of options without shareholder approval except in cases of major capital events, and similar, to arrive at an equitable position akin to that prior to the event.

Vesting schedule. The notice of grant specifies the vesting schedule. Company Awards generally vest quarterly over a four-year period, with 4/16ths vesting after one year and an additional 1/16 vesting each quarter thereafter unless otherwise determined by our Board of Directors or the Compensation Committee and set forth in a specific award agreement; awards granted to employees who have been with the Company for more than one year generally vesting quarterly over four years. When a participant’s employment or service is terminated, the participant may generally exercise his or her options that have vested as of the termination date within 90 days of termination or as determined by our Board of Directors or the Compensation Committee.

Amendment and Termination. Subject to any shareholder approval requirements under the rules of any stock exchange that are applicable to the Company at any time or applicable law, our Board of Directors may amend or suspend the Plan or any portion thereof at any time. Unless otherwise specified in the amendment, any amendment to the Plan will apply to, and be binding on the holders of, all Company Awards outstanding under the Plan at the time the amendment is adopted, provided our Board of Directors determines that such amendment does not materially and adversely affect the rights of participants under the Plan.

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