Nebius Group NV-A美股招股说明书(2025-09-12版)

We are offering 10,810,811 of our class A ordinary shares, nominal value €0.01 each (the “ClassA shares”).Our ClassA shares are listed on the Nasdaq Global Select Market (“Nasdaq”) under the symbol “NBIS.” OnSeptember10, 2025, the last reported sale price of our ClassA shares on Nasdaq was $93.39 per share. You areurged to obtain current market data and should not use the market price as of September10, 2025, as a predictionof the future market price of our ClassA shares.Per ShareTotal We have granted the underwriters an option for a period of 30days from the date of this prospectussupplement to purchase up to an additional 1,621,621 ClassA shares from us. If the underwriters exercise thisoption in full, the total underwriting discounts and commissions will be $22,999,999 and total proceeds, beforeexpenses, to us will be $1,126,449,961. Concurrently with this offering of ClassA shares, we are offering (i)1.00% Convertible Senior Notes due2030 (the “2030 Notes”) in an aggregate original principal amount of $1,375,000,000 (or $1,581,250,000 if theinitial purchasers of such offering exercise in full their option to purchase additional 2030 Notes) and (ii)2.75%Convertible Senior Notes due 2032 (the “2032 Notes” and, together with the 2030 Notes, the “ConcurrentlyOffered Notes”) in an aggregate original principal amount of $1,375,000,000 (or $1,581,250,000 if the initialpurchasers of such offering exercise in full their option to purchase additional 2032 Notes), each series toqualified institutional buyers (“QIBs”), in an offering exempt from registration under Rule144A under theSecurities Act of 1933, as amended (the “Securities Act”), pursuant to a separate offering memorandum (the“Concurrent Convertible Notes Offering”). Neither the completion of this offering nor the completion of theConcurrent Convertible Notes Offering is contingent on the other, so it is possible that this offering occurs and theConcurrent Convertible Notes Offering does not occur, and vice versa. We cannot assure you that the ConcurrentConvertible Notes Offering will be completed on the terms described herein, or at all. This prospectus supplementand the accompanying base prospectus do not constitute an offer to sell or a solicitation of an offer to buy anysecurities being offered in the Concurrent Convertible Notes Offering or the ClassA shares, if any, deliverableupon conversion of the Concurrently Offered Notes. See “Description of Concurrent Convertible Notes Offering”for a summary of the terms of the Concurrently Offered Notes and a further description of the ConcurrentConvertible Notes Offering. Investing in our securities involves significant risks. We strongly recommend that you read carefully the risks wedescribe in this prospectus supplement and in any other applicable prospectus supplement, as well as the risk factorsthat are incorporated by reference into this prospectus supplement from our filings made with the Securities andExchange Commission. See the section entitled “Risk Factors” on pageS-10of this prospectus supplement. NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIESCOMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THEADEQUACY OR ACCURACY OF THIS PROSPECTUS SUPPLEMENT. ANY REPRESENTATION TO THECONTRARY IS A CRIMINAL OFFENSE. The underwriters expect to deliver the ClassA shares on or about September 15, 2025, which will be thesecond business day following the initial trade date for the ClassA shares sold in this offering (this settlementcycle being referred to as “T+2”). Under Rule15c6-1 under the Securities Exchange Act of 1934, as amended,trades in the secondary market generally are required to settle in one business day, unless the parties to any suchtrade expressly agree otherwise. Accordingly, purchasers who wish to trade ClassA shares purchased in thisoffering prior to the business day preceding the settlement date will be required, by virtue of the fact that theClassA shares initially will settle T+2, to specify an alternate settlement cycle at the time of any such trade toprevent a failed settlement. Purchasers of the ClassA shares who wish to trade such ClassA shares prior to thebusiness day preceding the settlement date should consult their own advisors. Goldman Sachs & Co. LLC Morgan Stanley & Co. LLC Citigroup The date of this prospectus supplement is September 10, 2025 TABLE OF CONTENTS PageABOUT THIS PROSPECTUS SUPPLEMENTS-1FORWARD-LOOKING STATEMENTSS-3SUMMARYS-4THE OFFERINGS-8RISK FACTORSS-10USE OF PROCEEDSS-16DIVIDEND POLICYS-17CAPITALIZATIONS-18DILUTIONS-20DESCRIPTION OF SHARE CAPITALS-21DESCRIPTION OF CONCURRENT CONVERTIBLE NOTES OFFERINGS-25MATERIAL DUTCH AND U.S. FEDERAL INCOME TAX CONSEQUENCESS-27UNDERWRITINGS-38LEGAL MATTERSS-46EXPERTSS-46WHERE YOU CAN FIND MORE INFORMATIONS-46INFORMATION INCORPORATED BY REFERENCES-47PROSPECTUSABOUT THIS PROSPECTUS1SUMMARY2RISK FACTORS4FORWARD-LOOKING STATEMENTS5USE OF PROCEEDS6TAXATION7ENFORCEABILITY OF CE