Table of Contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 20-F

​

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)

General Counsel

Schiphol Boulevard 165

Schiphol 1118 BG, The Netherlands

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.

​

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.

Table of Contents

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:

​

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 69,023,973 Class A shares held in treasury.

​

​

​

​

Table of Contents

TABLE OF CONTENTS

​

​

​

In this Annual Report on Form 20-F (this “Annual Report”), references to “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.

Table of Contents

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 those described in the section headed “Risk Factors”, including 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.D. “Risk Factors” and elsewhere in this Annual Report.

All information in this Annual Report is as of April 30, 2026, 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.

​

​

​

Table of Contents

Item 1.  Identity of Directors, Senior Management and Advisors.

Not applicable.

Item 2.  Offer Statistics and Expected Timetable.

Not applicable.

PART I.

Item 3.  Key Information.

D. Risk Factors

Investing in our Class A shares involves a high degree of risk. The risks and uncertainties described below and elsewhere in this Annual Report, including in the section headed “Operating and Financial Review and Prospects”, could materially adversely affect our business. These are not the only risks that we face; additional risks and uncertainties of which we are unaware, or that we currently deem immaterial, may also become important factors that affect us. Any of these risks could adversely affect our business, financial condition and results of operations. In such case, the trading price of our Class A shares could decline.

Summary of Risk Factors

Risks Related to Our Business Model and Industry

Table of Contents

Risks Related to the Macroeconomic and Geopolitical Environment

Risks Related to Our Operations

Table of Contents

Risks Related to Legal and Regulatory Matters

Risks Related to Information Technology, Intellectual Property and Insurance

Table of Contents

Risks Related to Our Financial Results and Reporting

Risks Related to Our Class A Ordinary Shares

Risks Related to US Shareholders

Table of Contents

General Risks

Detailed Overview of Risk Factors

Although our Class A shares have been listed on Nasdaq since 2011, our current businesses are relatively young and operate in highly competitive and evolving markets characterized by rapid commercial and technological advancements. 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 investors 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.  

Although we have grown and continue to grow rapidly, our businesses are relatively immature, 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), and other future growth opportunities including potential acquisitions. Accordingly, we expect to raise additional equity or debt financing, either through the public or private markets or other third-party sources, potentially including local or state incentives, to support our growth. We will likely also pursue secured financing arrangements, including asset-backed or other collateralized structures, which could provide additional sources of liquidity and capital flexibility. The management of a more complex capital structure, including multiple layers of secured and unsecured indebtedness with differing covenants, maturities and priorities, could increase our financial and operational risks and restrict our strategic and financial flexibility, including our ability to incur additional indebtedness, make investments or acquisitions, pay dividends or repurchase shares, or otherwise deploy capital, and could heighten the risk of disputes among creditors or claims against pledged assets. We can provide no assurance that we will be able to obtain such financing on acceptable terms or at all, or successfully manage the additional risks arising from a more complex capital structure.

Table of Contents

Our ability to raise additional capital on acceptable terms could be affected by the broader macroeconomic environment. The trading prices of public companies and terms of debt facilities 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 expansion, 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, and debt financings could entail significant additional cost and operational complexity. Even if we are able to raise sufficient capital, we cannot guarantee that we will deploy it in a manner that allows us to achieve better operating results or grow our business.

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. Additionally, we may incur significant costs and may experience delays in developing new solutions and enhancements to our offerings in order to adapt to the changing AI landscape, and may not achieve our desired return on any investment. 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 providers including Amazon (AWS), Google (Google Cloud Platform), Microsoft (Azure), and Oracle. In addition, national governments have announced or 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:

Table of Contents

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

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:

In addition, while we have secured longer-term customer contracts with Meta and Microsoft, most of our customer engagements to date have been relatively short-term. As a result, we have limited experience in delivering large customer contracts. If our efforts to expand our relationships with existing and prospective customers, and to conclude and effectively deliver on our existing and future longer-term contracts, are not successful, this may have an adverse impact on our revenues, cash flow, financial condition and results of operations.

Although we have entered into, and expect to continue to pursue, longer-term customer arrangements such as those we have secured with Meta and Microsoft, including multi-year agreements that may involve significant capital expenditures, technical requirements, service level commitments and capacity reservations, we have limited experience in delivering, implementing and managing such contracts at scale. These arrangements will require substantial upfront capital expenditures, long-term infrastructure commitments and ongoing operational support, and may expose us to performance obligations, service credits, penalties, termination rights, pricing adjustments and other contractual liabilities. Longer-term contracts also require us to forecast customer demand, utilization levels, costs and technological developments over extended periods, and our assumptions may prove inaccurate.

If we are unable to effectively implement, operate and manage these longer-term customer arrangements, we may experience cost overruns, underutilized capacity, reduced margins, delays in revenue recognition, customer disputes or early terminations.

Table of Contents

In addition, such contracts may limit our operational flexibility and increase the complexity of our business. Any of the foregoing could have a material adverse effect 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 sustain high levels of demand and market acceptance. 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, devices, chip design 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, in order 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.

The pricing for our key offerings continues 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 also encounter pricing pressure in respect of capacity for older generations of GPUs as newer generations are introduced. 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 relatively 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.

Table of Contents

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 for 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 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 Avride, including transactions in which we may cede control, as we did in May 2025 in the case of our former Toloka business unit. We may be unsuccessful in securing such investments, which could limit the growth prospects of the Avride business.

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 October 2025, Uber participated alongside us in an investment of up to $375 million into Avride. Any such future financing 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. In the event that we are unable to secure further 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.

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 anticipated financing alternatives and expected cash flows and operating results, 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.

Table of Contents

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:  

Table of Contents

Should we be required to change our current suppliers, including where our customers have contractually specified our use of certain suppliers for specified components, 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 continue to purchase, build-to-suit or enter lease agreements with respect to additional data center capacity. In particular, we are developing several facilities in the U.S., a market in which we have limited experience operating, and in 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:

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, or to obtain required permits and regulatory approvals for such sites. Specific projects may also face opposition from local communities, environmental groups or other parties, including public or private entities.

Table of Contents

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.

Additionally, the global energy market is currently experiencing significant volatility and inflationary pressures, driven by a combination of geopolitical events, military conflicts, shifts in energy supply and demand, regulatory changes, and broader macroeconomic factors. We expect the cost of power to remain volatile, unpredictable, and subject to inflationary pressures. Changes in energy prices, availability, or supply stability could materially affect our capital and operating costs, including the cost of powering our data centers. Prolonged increases in energy costs or interruptions in supply could impair our ability to operate efficiently, negatively impact our financial forecasting and results, and materially affect our business, operating results, financial condition, and prospects.

In addition, national and regional governments have announced or are exploring proposals that, if adopted, would require data center operators to bear a greater share of the electricity generation, transmission, grid expansion, or related infrastructure costs associated with their operations. Such measures may include requirements to procure or construct dedicated or on-site power generation facilities, fund grid upgrades, make advance capital contributions to utility providers, enter into long-term capacity payment arrangements (including for unused capacity), or otherwise pay for certain costs and expenses with respect to energy consumption.

In some jurisdictions, regulatory frameworks may also require or encourage data center operators to pair electricity demand with local generation or storage capacity, accept curtailment or operational restrictions during periods of grid stress or implement measures that could delay, curtail or otherwise limit access to power. In addition, certain governments may restrict, condition, delay or temporarily suspend new data center development in order to assess grid capacity. These trends may be reinforced by increasing public and community scrutiny of data center development, including concerns regarding energy consumption, environmental impact, land use and strain on local infrastructure, which may result in political pressure, permitting delays, voter-driven initiatives or referenda, more stringent regulatory requirements, litigation, or opposition to new or expanded projects which could restrict, condition, delay or temporarily suspend new or existing data center development.

The implementation of such requirements, as well as adverse public sentiment or opposition, or uncertainty regarding the scope, timing or applicability of such requirements, could significantly increase our capital expenditures and operating costs, delay or prevent development timelines, reduce the economic attractiveness of certain markets, or limit our ability to secure power, permits, incentives or other governmental approvals on commercially reasonable terms or at all.

As part of our growth strategy, we are evaluating and may pursue the development or acquisition of data center capacity as part of expanding our data center footprint in new geographic markets where we have limited or no prior operating experience. Entering new territories involves risks and uncertainties that may be greater than those associated with expansion in markets where we have established operations or prior experience.

These risks include, among others, unfamiliar or evolving regulatory frameworks; political and economic instability; sanctions or trade restrictions; challenges in obtaining land rights, permits, licenses and governmental approvals; difficulties in enforcing contractual and property rights; limitations in local infrastructure, including reliable power, water and telecommunications capacity; construction and supply chain constraints; currency volatility and restrictions on capital movement; heightened security risks; corruption concerns; and limited availability of experienced personnel. In certain markets, we may also face increased risks relating to governmental intervention, abrupt regulatory changes, or changes in tax regimes. Because we have limited or no operating history in some regions in which we may seek to expand, such as Asia and Central Asia, we may underestimate the costs, timelines and operational challenges associated with entering and operating in such markets.

Table of Contents

If we are unable to successfully identify, develop and operate data center facilities in new territories on commercially reasonable terms, or at all, or if geopolitical, regulatory or infrastructure-related risks materialize, our expansion plans could be delayed or curtailed, our costs could increase, and our business, results of operations and financial condition could be adversely affected.

Our data centers and associated infrastructure may be subject to physical or 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:

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.

Table of Contents

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 of 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. Our inability to secure sufficient power or any power outages, shortages, supply chain issues, capacity constraints, or significant increases in the cost of securing power may lead to significant delays, increased costs or lack of availability of the level of power required to operate our current business and implement our future growth plans.

The rapid expansion of AI and large-scale data center development has significantly increased electricity demand in certain markets, such that U.S. policymakers, utility providers, and regulators are increasingly scrutinizing the impact of data centers on ratepayers and grid reliability. As a result, we may face increased scrutiny, additional regulatory conditions, cost allocation requirements, or limitations on access to grid capacity. Competition for fuel sources, generation equipment, transmission capacity, and grid interconnection may increase costs, extend development timelines, or limit our ability to secure reliable and economically viable power on acceptable terms or at all. If regulators impose additional obligations on data center operators to mitigate consumer energy cost impacts, our financial condition and results of operations could be adversely affected.

The recent rapid growth in demand for AI products and services and AI-related infrastructure may reflect accelerated industry expansion and heightened market expectations rather than sustainable long-term adoption of AI applications. A significant portion of our recent growth has been driven by customers investing in AI initiatives and expanding AI-related workloads. If customer spending on AI solutions slows, is deferred, reprioritized, or fails to scale as anticipated, our financial condition could be materially adversely affected.

In addition, industry participants have significantly increased capital expenditures related to AI infrastructure in response to anticipated future demand. If expected AI workloads do not materialize, customers reduce AI-related budgets, or monetization of AI applications proves more limited than projected, excess industry capacity could develop, leading to volatility in the public markets and significant corrections. Such conditions may result in pricing pressure, reduced utilization rates, longer sales cycles, contract renegotiations, or impairment charges. Any slowdown or correction in AI-related spending or investment could materially and adversely affect our revenue growth, results of operations, financial condition and share price.

Expanding or integrating a broader software stack into the services we offer may involve a number of risks, including challenges with interoperability between systems, scalability limitations, data migration issues, cybersecurity vulnerabilities, and unforeseen technical or operational complexities. Our AI cloud offerings rely on sophisticated software, hardware, and network infrastructure, and any failure, delay, or degradation in these systems could adversely affect the functionality, reliability, or availability of our services.

The introduction of new products and services may also expose us to cybersecurity vulnerabilities, software bugs, or other security incidents that could compromise the confidentiality, integrity, or availability of data. In addition, the implementation of new capabilities may require significant employee training, changes to operational processes, or coordination across multiple teams or third-party partners, any of which could lead to delays, increased costs, or service disruptions.

Table of Contents

Moreover, the rapid pace of technological change in AI and cloud computing may result in our solutions becoming less competitive or requiring frequent updates to remain relevant. Regulatory, compliance, or industry standards may also evolve, and new products or features may need to meet additional legal or contractual requirements, including data privacy, export control, or ethical AI standards. Failure to anticipate, address, or respond effectively to these challenges could materially and adversely affect our business, financial condition, and results of operations.

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 existing 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 materially, 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, and if we were required to increase the size of our equity awards to remain competitive in the employment market, this could result in greater than expected dilution for our shareholders.

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 natural gas for power generation and 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.

As part of our growth strategy, we have in the past and expect to continue to make investments in and/or acquire complementary companies, services, products, technologies, or talent with the goal of developing our current businesses by adding capabilities and clients or by expanding into new markets and verticals. For example, in February 2026 we completed the acquisition of Tavily, an agentic search business.

Table of Contents

Acquisitions may present operational challenges, particularly with respect to companies that have significant or complex operations or that provide services where we do not have significant prior experience. We also may not have success in identifying, executing and integrating acquisitions in the future or negotiating acceptable terms, or at all.  The occurrence of any of these risks could have an impact on our business, financial condition or results of operations.

Furthermore, we may assume, or become subject to, liabilities, risks, or obligations arising from a target company’s past actions, omissions, or non-compliance, including undisclosed, contingent, or unknown liabilities. Such legacy risks may include, among others, regulatory or legal violations, contractual breaches, employment or tax matters, environmental liabilities, health and safety risks, data protection or cybersecurity incidents, litigation exposure, or other compliance deficiencies including regulatory investigations. Although we seek to conduct appropriate due diligence and negotiate contractual protections including appropriate representations, warranties and indemnities, such measures may not identify all risks or may prove insufficient to fully protect us against liabilities arising from a target’s historical operations.

In addition, if we are unsuccessful at integrating existing and future acquisitions, or the technologies and personnel associated with such acquisitions, the business, operating results, financing condition, and prospects of the combined company could be adversely affected. Additionally, integrations could take longer than expected, or if we move too quickly in trying to integrate an acquisition, it may demand significant attention from our management team, and we may fail to achieve the financial and strategic goals that were contemplated at the time of the transaction, which may materially adversely affect our business, operating results, financial condition, and prospects.

We are exposed to risks arising from geopolitical instability and armed conflicts, including the ongoing hostilities involving the United States, Israel, and Iran. A portion of our operations, personnel, assets and business relationships are located in or connected to Israel. As a result, our facilities, infrastructure, employees and supply chain partners in the region are subject to the risk of disruption, damage or destruction due to military actions, terrorist activities, cyberattacks or other conflict-related events. Such events could result in business interruptions, delays in production or delivery, loss of critical data, increased security costs or harm to our personnel, any of which could materially and adversely affect our business, financial condition and results of operations.

In addition, the expansion or escalation of regional conflicts, or the outbreak of new conflicts elsewhere, could adversely affect the global economy, including through increased financial market volatility, disruptions to international trade routes, sanctions or export controls, and reduced investor and consumer confidence. Geopolitical tensions involving major energy-producing regions may also lead to significant fluctuations in energy prices, which could increase our operating costs, including the cost of powering data centers.

Furthermore, global conflicts could disrupt the supply, availability and pricing of raw materials and components critical to the semiconductor industry and advanced chip manufacturing, including specialty gases. These disruptions may result in shortages, increased costs or delays in procurement, which could impair our ability to deliver our services in a timely and cost-effective manner or at all. Adverse effects on our suppliers arising from such conditions could further exacerbate these risks.

The extent and duration of these geopolitical and economic impacts are uncertain and difficult to predict. Any of the foregoing factors, individually or in the aggregate, could materially and adversely affect our business, financial condition and results of operations.

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. For example, in March 2026, we announced that we entered into a strategic partnership with Nvidia to expand our relationship to develop and deploy the next generation of hyperscale cloud for the AI market.

Table of Contents

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.

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. and other markets in which we operate, we must comply with 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. 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 for 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.

Table of Contents

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 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 we 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 physical or 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 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.

Table of Contents

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.

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.

Table of Contents

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:

Table of Contents

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 two 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 significant growth in our business in 2025 and the substantial changes in our organization following the complex divestment transaction we completed in 2024. Although we made significant progress in 2025 and to date in 2026 in implementing a robust controls infrastructure for our large and growing business, we were unable during 2025 to complete the implementation of all necessary controls or to remediate all material weaknesses that were identified as of December 31, 2024. In particular, we identified material weaknesses in our internal control over fixed assets, and over revenue recognition in respect of our TripleTen business unit. 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:

​

​

Table of Contents

​

During the year ended December 31, 2025, and to date in 2026, our management undertook the following remedial actions to address these material weaknesses:

​

​

​

​

In 2025 and to date in 2026, management implemented a number of measures to improve the effectiveness of our internal control over financial reporting and successfully remediated two of the three material weaknesses and several other control deficiencies that had been identified as of December 31, 2024. These efforts included measures to improve the overall control environment related to fixed assets management, and revenue recognition in respect of our Triple Ten business. Although we made significant progress in this regard in 2025 and to date in 2026, the remediation efforts in respect of the material weaknesses identified as of December 31, 2025 are ongoing. We expect our remediation efforts to be completed by the end of 2026.

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 significant improvements to our control environment and business processes to support and scale with our large and growing operations and we believe we will make further significant progress in our remediation plan by the end of 2026. We can provide no assurance that we will be able to fully remediate the material weaknesses by such time. We may also continue to 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 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.

​

Table of Contents

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.

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.

Moreover, in connection with any potential future financing efforts, arrangements, acquisitions, or other strategic transactions, we may decide to restructure our corporate group or operations. Restructuring or reorganizing our operations may introduce additional operational and organizational complexity, and could give rise to further tax implications, including changes in the tax treatment of our activities, recognition of deferred tax liabilities, or other unintended tax consequences. Any of these factors could adversely affect our business, financial condition, results of operations, or prospects.

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 data center 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.

Table of Contents

The market price of our Class A shares has been and may continue to be volatile, particularly in light of the relatively early stage of the development of our businesses and immaturity of the industry in which we operate. 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.

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. These effects have been particularly pronounced among companies active in the AI infrastructure sector, amidst substantial capital expenditures and intense public attention in this space. 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. In addition, although our articles of association do not currently authorize the issuance of preference shares, we may in the future seek shareholder approval for such shares in order to provide for flexibility in our future financing efforts. Any such preference shares may have rights senior to those our of Class A shares.

We issued convertible notes in June and September 2025 and March 2026, which are convertible into up to an aggregate of approximately 66 million Class A shares. If and when such notes are convertible, and if the holders elect to convert them and to sell, it could create downward pressure on our share price.

We currently intend to retain all available funds and any future earnings for use in the operation and growth of our business and do not anticipate paying any dividends on our Class A shares in the foreseeable future. Additionally, our ability to pay dividends or make distributions may in the future be limited by certain restrictions in debt instruments we may decide to pursue. Accordingly, investors must rely on sales of their Class A shares after price appreciation, which may never occur, as the only way to realize any future gains on their investments.

Our Class B shares carry ten votes per share and our Class A shares carry one vote per share. As of March 31, 2026, our CEO, directors, employees and other pre-IPO shareholders together held Class A and Class B shares carrying approximately 59% of the voting power of our ordinary shares; and a family trust established by our CEO held Class B shares carrying approximately 52% of the voting power of our ordinary shares (representing an approximately 11% economic interest in our company).

Table of Contents

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.

Our Class A 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 52% of the voting control as of March 31, 2026 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 a Controlled Company, we may elect not to comply with certain corporate governance requirements of the Nasdaq Stock Market, including:

While our Board currently includes a majority of independent directors and our audit and compensation committees consist solely of independent directors, Mr. Volozh is a member of our nominating and corporate governance committee. 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. Nasdaq Stock Market’s independence standards are intended to ensure that directors who meet the criteria are free from conflicts of interest that could influence their decision-making. As a result, shareholders may not have the same protections afforded to shareholders of companies that fully comply with all Nasdaq corporate governance requirements.

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.

Table of Contents

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 2025 tax year, and do not expect to be a PFIC in the foreseeable future. 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 prescribing the furnishing and content of proxy statements. 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.

Table of Contents

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 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, investors 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.

Table of Contents

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.

Table of Contents

Item 4. Information on the Company.

Overview

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

Headquartered in Amsterdam and listed on Nasdaq, Nebius Group offers one of the few global, at scale, multi-tenant clouds purpose built for AI, with a significant presence in Europe, the U.S., and other geographies around the world.

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

Nebius Group also owns significant equity stakes in ClickHouse and Toloka, both of which have been spun out of the group.

Nebius: Full-stack AI cloud platform

Nebius provides a full-stack AI cloud - from silicon to software - encompassing data centers, in-house-designed infrastructure, and an integrated software layer with advanced tools to support any use case across the AI lifecycle, from data preparation and model training to inferencing and production deployments at scale.

Our platform is architected to serve the different types of workloads at any stage of scale or maturity of the underlying business. Nebius offers solutions for:

The foundation of our cloud is a highly efficient and sustainable hardware infrastructure layer that delivers scalable compute, storage, and networking resources engineered for high-performance AI workloads. We build our infrastructure from the ground up, designing servers and racks in-house, embedding innovation in the design of our data centers and developing software for workload orchestration and optimization. We believe this results in greater maximization of compute performance and lower customer Total Cost of Ownership (TCO). The performance of our hardware is supported by our long-standing partnerships and collaboration with leading chipmakers and OEMs, such as NVIDIA, and a consistent track record of being one of the first-to-deploy the latest generation of NVIDIA GPU chips. Our designs optimize power and cooling efficiency, lower latency, and create seamless integration with our cloud platform. This improves our performance and reliability while also strengthening our value proposition by combining the reliability and user experience of a hyperscaler with the flexibility and efficiency of purpose-built AI infrastructure.

Built on top of this robust foundation is our proprietary, purpose-built AI cloud platform, which streamlines and accelerates AI development and deployment. We operate one of the few global, multi-tenant AI-specialized clouds on the market. We can quickly and efficiently provision compute resources on demand from a single node to thousands of nodes with high-performance storage GPU-to-GPU networking, and managed services, including advanced AI and ML tools. This global, multi-tenant architecture provides flexibility and ensures that customers can handle everything from small-scale experiments to large-scale enterprise-grade AI workloads – such as model pre-training, training and data pipelines, post-training/fine-tuning, and inference at enterprise-scale, without over-provisioning, adjusting resources dynamically to meet their evolving needs. Our cloud is designed to serve the needs of organizations of all sizes with built-in enterprise-grade observability, security and compliance.

Table of Contents

As AI is rapidly becoming a general-purpose technology, we are well positioned to service customers from large enterprises, established software vendors, scaled AI companies and startups to research labs and individual developers building the next generation of AI models, applications and services. We believe they choose our platform for its flexibility, reliability, and comprehensive support for diverse AI workloads of all sizes. Our customers are building transformative applications across a diverse range of industries, such as physical AI, healthcare and life sciences and media and entertainment.

The following sections highlight the key layers of the Nebius full-stack platform.

Data Centers

Our team has decades of experience in developing capacity at scale. For this reason, we build our infrastructure from the ground up, designing servers and racks in-house and embedding innovation in the design of our data centers resulting in optimization of compute performance. The performance of our hardware is supported by our long-standing partnerships and collaboration with leading chipmakers and OEMs, such as NVIDIA, and a consistent track record of being one of the first-to-deploy the latest generation of NVIDIA GPU chips. We leverage our advanced data center design to enhance unit economics by reducing energy overheads, optimizing IT workload allocation, and lowering server maintenance costs. This design also improves utilization and helps to ensure seamless scalability at each site. We select data center sites based on access to power, existing industrial zoning, and alignment with local governments on delivering economic benefits to the region.

In 2025, we owned and operated a data center in Finland, signed a build-to-suit location in New Jersey and signed several co-location agreements in Kansas City, the UK, Israel, France and Iceland. In February 2026, we announced the expansion of our data center footprint to include nine additional sites across seven locations in the US (Missouri, Alabama, Oklahoma, and Minnesota) and Europe (France, UK) and the Middle East (Israel), bringing our total contracted power to more than 2 GW. The majority of this capacity will be deployed from data centers that we own and design internally.

Table of Contents

We operate four 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 Missouri and Finland data centers are greenfield facilities. Finland features what we believe to be one of the world’s leading power usage effectiveness (PUE) levels, employs an air-based free-cooling for high-density workloads that does not rely on external water intake. The site also integrates heat recovery, which has historically supplied up to two-thirds of local heating demand. In 2025 this system reused almost 20 GWh of server heat, contributing to an estimated 10% reduction in household heating costs. Similar cooling system designs will be implemented across new greenfield sites, such as Missouri and Alabama (announced in early 2026).

Brownfield

To accelerate speed to market, we also consider land that has existing assets already in place, including buildings, power facilities, and other structures. These sites provide additional opportunities to utilize our unique designs and generate optimal data center efficiency with faster time to market.

Build-to-suit

We may also partner with a developer who owns the land and has secured the power. Under such agreements Nebius would still 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 we do not own these facilities, 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. Locations of some of our current co-location sites include France, Iceland, UK, Israel, and Kansas City in the US.

Data center footprint

We have a broad data center footprint across Europe and the US. We primarily define our data center capacity in three ways:

Our preferred method of acquired capacity is through greenfield data centers, though we remain opportunistic with co-locations as this offers faster time-to-market capacity. We are actively exploring additional sites to significantly expand our capacity.

​

Table of Contents

We operate or are in-contract across more than 16 data center locations, including:

​

Europe and Middle East

United States

Table of Contents

Racks and Servers

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 costs, accelerating time-to-market and scaling AI infrastructure. Our servers are engineered to operate at temperatures 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 savings, our proprietary server firmware and toolless rack design simplify maintenance and repairs, so components can be replaced within minutes instead of hours, improving reliability and uptime and offering significant TCO gains for our customers. 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.

Our hardware stack consists of the following core components:

Infrastructure-as-a-Service (IaaS)

Built on top of this robust foundation are our proprietary, purpose-built IaaS solutions for AI-native workloads. We operate one of the few global, multi-tenant AI clouds on the market. We can quickly and efficiently provision compute resources on demand from a single node to thousands. Embedded orchestration across resource usage enables efficient scaling and fewer performance bottlenecks supported by a unified control plane, enabling efficient scaling of distributed training and inference workloads. Our cloud is designed to serve the needs of large organizations by embedding enterprise-grade security and governance functionality. Teams across DevOps, IT Operations and Platform Engineering operate in this layer. Key capabilities include:

This global, multi-tenant, virtual architecture provides flexibility and ensures that customers can have quick and easy access to AI-optimized compute resources and handle everything from small-scale experiments to enterprise-grade AI workloads – such as data preparation, model pre-training, fine-tuning, and inference at enterprise-scale, without over-provisioning, adjusting resources dynamically to meet their evolving needs.

Table of Contents

This AI-optimized IaaS layer provides the foundation for higher-level software capabilities, enabling customers to move from infrastructure provisioning to model development and deployment without managing the underlying hardware.

Machine-learning operations (MLOps) layer

On top of this virtual infrastructure, the MLOps functionality streamlines the entire machine-learning lifecycle, from data preparation, pre-training and post-training/fine-tuning, as well as serving models, offering complete choice for users, depending on the requirements of their use case and infrastructure control. By integrating model optimization and deployment workflows, the MLOps layer reduces time-to-production and enables efficient transition from experimentation to live environments. Data Scientists, ML Researchers and ML Engineers can schedule jobs and deploy applications to align with their own workflows and tooling, at various levels of infrastructure expertise. It includes:  

Artificial intelligence operations (AIOps) layer

We also natively integrate a set of features that address the needs of AI Engineers and Product Managers that require less infrastructure complexity to easily serve and fine-tune models in production, at scale. This enables easy access to existing open source and commercial models. Our AIOps layer supports the deployment and operation of AI systems in production, abstracting infrastructure complexity while providing performance, reliability, and governance. These layers are natively integrated into our platform to enable customers to move from infrastructure provisioning to model development and into production deployment within a single platform. Such solutions include: 

Table of Contents

Enterprise Platform

Our cloud is designed to serve the needs of any type of organization by embedding enterprise-grade security and governance functionality. Our multi-tenant cloud platform provides a unified control layer that enables customers to securely access, consume, manage, and operate AI workloads at scale. It integrates self-service interfaces, enterprise-grade security and compliance, cost visibility and resource controls, and robust operational capabilities to ensure reliability and performance across the full AI lifecycle. Our enterprise platform includes: 

Customers and Go-to-Market Strategy

Our primary customers today range from large enterprises, established software vendors, scaled AI companies and startups to research labs and individual developers building the next generation of AI models, applications and services. We believe they choose our platform for its flexibility, reliability, and comprehensive support for diverse AI workloads of all sizes. Our customers are building transformative applications across a diverse range of customer segments and industries.

With respect to our go-to-market efforts, we have made and continue to make significant investments in our sales and marketing functions to expand our customer base and build our brand recognition. Our direct sales and channel teams 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 proofs-of-concept and accelerate onboarding, as well as robust ongoing technical and engineering support.

We plan to strategically focus our sales and go-to-market organization build out targeting a number of key enterprise verticals that represent end markets that are already seeing early traction in AI adoption and have the potential for long-term value creation. We see attractive opportunities in growing our footprint in physical AI, healthcare and life sciences and media and entertainment, as well as retail and e-commerce and financial services.

Below we provide more details on our key target customer segments:

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 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.

Table of Contents

Software Vendors

These companies include technology firms that are adopting AI to enhance an existing suite of software services, or to develop new products and applications that harness the power of our AI cloud platform to generate new sources of revenue and heightened efficiency. Our business with software vendors has already started to scale rapidly, for both training and inference workloads, as these customers have already started taking the next step from model building to application deployments at enterprise-scale.

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 able to meet their AI workload needs. The AI workloads that these customers run with Nebius include training, fine-tuning and inferencing using both proprietary and open-source models. Typically, these customers make use of a range of different products and services that are 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.

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.

Hyperscaler Contracts

AI hyperscalers represent important large scale customers for AI compute capacity. The purchasing behavior of these industry-leading technology companies (some of which may offer competing solutions to our AI cloud) differs from our primary customer base and may not include our primary AI cloud services. We may engage in such customer contracts when the supply conditions and economic terms are in the best interests of the company. In 2025 and early 2026, we secured significant long-term committed contracts with two large hyperscalers, Microsoft and Meta. These multi-year, multi-billion dollar agreements offered attractive economics and financing terms, which enabled us to invest in and grow our core AI cloud business.

Other businesses and equity stakes

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’s 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 for 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 autonomous vehicle solutions, which launched commercially on the Uber ride-hailing platform in Dallas in December 2025.

Avride has also partnered with Grubhub, deploying its sidewalk robots for last-mile deliveries at the Ohio State University campus. Within the first month of deployment, the number of daily deliveries reached approximately 1,200. In September 2025, Avride also launched campus service at The University of Arizona in Tucson.

Avride continues to expand its presence beyond campuses and food delivery to include use cases in supermarkets at H-E-B and, in Japan, the company is providing autonomous retail logistics deliveries for Mitsui Fudosan at the country’s largest outlet mall.

Core to Avride’s growth and distribution strategy is expanding the partner network. During 2025, Avride onboarded Shake Shack, Wendy’s, and White Castle, and signed commercial agreements with Uber Eats and Grubhub to utilize those distribution platforms.

Table of Contents

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.

In October 2025, Avride announced a strategic partnership with Uber. Under the agreement, both Uber and Nebius will make strategic investments and other commitments of up to $375 million in Avride. This investment accelerates Avride’s capacity to advance its autonomous technology, continue building its fleet of vehicles, and expand its coverage map.

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

TripleTen

TripleTen is an edtech platform focused on reskilling individuals for careers in technology and driving broader AI education. As of December 31, 2025, the company offered seven immersive program tracks – AI / Machine Learning, AI Automation, Data Analytics, Cybersecurity, Quality Assurance, AI Software Engineering, and UX/UI design – principally in the US and Latin America. In September 2025, the company expanded the offerings of Nebius Academy as a B2B solution that helps companies and large organizations educate their workforces.

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

Material Equity Stakes

In addition to our core AI cloud and other businesses, we own equity stakes in both ClickHouse and Toloka, two businesses that were both created and developed by our in-house engineering teams and spun out from the group.

We hold a significant minority stake in ClickHouse, an open-source, column-oriented, database management system provider that was spun off from the group in September 2021.

We also hold a significant equity stake in Toloka, a leading data provider for LLM and GenAI developers, which was spun off from the group in May 2025.

Competition

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

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

Given the breadth of our services, we also face different competitors across the AI cloud stack. For example, on the compute layer, we see other AI-centric providers offering bare-metal GPU clusters and GPU-centric data center operations. This group of competitors includes CoreWeave, Crusoe, and Lambda Labs, among others. Solutions such as Token Factory may face competition from AI-native inference-as-a-service solutions such as Fireworks AI and Together AI.

We believe that our core competitive advantages include:

Table of Contents

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. TripleTen primarily competes with a number of US-based education technology bootcamp providers.

Employees and workforce culture

As of December 31, 2025, Nebius had approximately 1,500 employees, the majority of whom are engineers.

Talent is the foundation of our business, and we have historically built our products around people. Our full-stack AI cloud 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.

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.

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 with long-term community benefit. Alongside building AI cloud that delivers maximum performance per watt, we prioritize supporting the communities where we operate through a growing set of initiatives across education partnerships, training programs and access to compute resources for academia and research.

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

Table of Contents

Sustainable Computing

As AI workloads scale and demand for compute grows, we focus on driving efficiency across the entire technology stack – from hardware and data center systems to software tools for workload orchestration and optimization – 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 our full-stack AI infrastructure and expertise to support innovators, researchers and organizations developing next-generation technologies, while helping individuals build the skills required in an AI-driven economy. Our cloud platform enables advanced AI workloads across high-impact domains such as healthcare, life sciences and robotics, supporting applications in areas including genomics, drug discovery, precision diagnostics and autonomous systems. For example, our infrastructure has been used by companies such as Prima Mente, which trained Pleiades, a large-scale epigenetic foundation model, enabling analysis of DNA methylation patterns for early detection of neurodegenerative diseases such as Alzheimer’s.

We also support early-stage innovation through targeted programs. In 2025, we launched the AI Discovery Award, providing GPU credits to startups working on areas such as cancer prediction, protein targeting, transcriptomic mapping and precision diagnostics, with the aim of accelerating high-impact research and fostering collaboration between startups and investors.

Through Nebius Academy, our AI education platform for researchers and engineers, we provide training, certifications and academic partnerships designed to equip participants with practical skills in data science, machine learning and generative AI. These programs are complemented by initiatives we are developing to expand access to AI resources, including cloud grants and compute access for academic and research institutions.

Our approach also extends to the communities where we operate. Throughout 2025, we have been engaging with local stakeholders to understand community priorities, with the objective of delivering sustained, long-term local benefits alongside infrastructure development. Our community engagement plan includes building local partnerships with educational institutions and training providers, offering AI literacy and workforce development programs, and prioritizing local hiring and skills development where possible.

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.

Table of Contents

History and Development of the Company; Organizational Structure

Nebius Group N.V. is a Dutch public company with limited liability. The registered office is at Schiphol Boulevard 165, 1118 BG, Schiphol, The Netherlands. Nebius’s Class A ordinary shares are listed on the Nasdaq Global Select Market under the ticker symbol NBIS.

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, assets and employees at that time. Following the divestment, the group continues to be headquartered in Amsterdam, with principal operations in Europe, the US and Israel. Trading in our shares resumed on October 21, 2024, following the completion of the divestment.

Nebius Group N.V. is the holding company of the group. Our principal operating subsidiaries are Nebius B.V., Nebius Inc. and EdTech Plus B.V.

Item 4A. Unresolved Staff Comments.

None.

Item 5. Operating and Financial Review and Prospects.

You should read the following discussion and analysis of our financial condition and results of operations in conjunction with our consolidated financial statements and related notes appearing elsewhere in this Annual Report. In addition to historical information, this discussion contains forward-looking statements based on our current expectations that involve risks, uncertainties and assumptions. Our actual results may differ materially from those anticipated in these forward-looking statements as a result of various factors, including those set forth in the “Risk Factors” and “Forward Looking Statements” sections and elsewhere in this Annual Report. The historical results described below relate to the results of our continuing operations.

Overview

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

Headquartered in Amsterdam and listed on Nasdaq, Nebius Group offers one of the few global, at scale, multi-tenant clouds purpose built for AI, with a significant presence in Europe, the U.S., and other geographies around the world.

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

Nebius Group also owns significant equity stakes in ClickHouse and Toloka, both of which have been spun out of the group.

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

Table of Contents

Table of Contents

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

Operating Segments

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

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

Starting the second quarter of 2025, the Company introduced the following changes to the segments under which it previously reported financial results:

Toloka, an AI development platform, previously constituted an operating segment within the Group. In May 2025, following the completion of a third-party investment in Toloka, Nebius ceased to hold majority voting power in Toloka and no longer includes Toloka’s results in Nebius’s consolidated financial statements; we now report our stake as an equity method investment. Comparative financial information appearing elsewhere in this Annual Report has been recast to reflect the results of Toloka within discontinued operations.

Key Trends Impacting Our Results of Operations

The key factors affecting our results of operations include the current geopolitical and macroeconomic environment (including geopolitical conflicts and the potential impact of tariffs and other trade restrictions), the current demand-supply imbalance of GPUs, supply chain constraints in semiconductor and data center components, high competition for power as well as engineering talent and data center personnel, access to investment capital, inflationary pressures, and regulatory shifts impacting the technology and AI infrastructure sectors. These factors can influence our cost base, capacity expansion plans, capital expenditures and overall market demand. During the year ended December 31, 2025, these factors outlined above did not have a meaningful impact on our financial results.  

We anticipate that our results of operations will continue to be significantly affected by the level of expenditures we incur to expand our compute capacity, the cost of capital available to us to finance this growth, and the pricing and supply/demand dynamics in our competitive and rapidly evolving industry. 

Additionally, in 2025 and early 2026, we signed strategic, long-term contracts to provide capacity to Microsoft and Meta. Our ability to provide capacity to these customers will be critical to our operating and financial performance as we fulfill our obligations to these customers over the life of contracts (five years).  

Components of Results of Operations

Revenue

Our core AI cloud business generates revenue by providing our customers with a comprehensive and integrated AI cloud platform, underpinned by high-performance GPU compute capacity, storage, and networking resources, as well as value-add software solutions. The core AI cloud business is designed to support the entire AI lifecycle - from building and deploying AI models, to managing large-scale AI applications and producing inference tokens. Revenue from the cloud platform is recognized as services are provided in accordance with customer contract due dates and the applicable contract model. We offer both on-demand “pay-as-you-go” pricing and fixed “reserved capacity” contracts.

Table of Contents

TripleTen generates revenue from educational services to individual customers (students) through boot camps and project-based learning opportunities by providing online educational products.

Avride has made only a limited contribution to the total revenue to date.

Operating costs and expenses

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

Cost of Revenues

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, personnel costs, payment processing and students’ tuition fees and other related expenses. The group’s owned Finland data center together with rented data center facilities and co-location agreements are significant components of the group’s cost of revenues.

Product development

Product development expenses consist primarily of personnel costs incurred for the development of, enhancement to and maintenance of the group’s technology platforms, from infrastructure to software. Product development expenses also include rent and utilities attributable to office spaces occupied by development staff.

Sales, general and administrative

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.

Depreciation and amortization

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

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.

Interest income

Interest income is mainly generated from short-term bank deposits and cash account balances.

Interest expense

Interest expense primarily consists of contractual interest and the amortization of debt discounts and issuance costs associated with our outstanding debt obligations. It also includes interest accretion related to significant financing components arising from differences between the timing of the transfer of goods or services to customers and the timing of customer payments. Interest expense is reflected net of capitalized interest.

Table of Contents

Gain from revaluation of investments in equity securities

Gain from revaluation of investments in equity securities includes primarily the remeasurement of our investment in ClickHouse, following a third-party investment in that company.

Income / (loss) from equity method investments

Income / (loss) from equity method investments includes the results of Toloka, which was deconsolidated in the second quarter of 2025 and subsequently accounted for under the equity method, and minor stakes in venture capital funds.

Other income / (loss), net

Other income / (loss), net consists of gains from investments in money market funds and foreign exchange gains and losses. Dynamics of foreign exchange gains and losses 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.

Results of Operations

The following table presents our historical consolidated results of continuing operations for the periods indicated:

​

​

Table of Contents

Comparison of the Fiscal Years Ended December 31, 2023, 2024 and 2025

Revenues

The table below presents information about the revenues of the reportable segments:

Eliminations represent the elimination of transactions between the reportable segments, such as use of our Nebius cloud platform by other segments within the group.

Revenues by reportable segment:

Total revenues for the year ended December 31, 2025 increased by $438.3 million, or 479%, from $91.5 million in 2024 to $529.8 million in 2025. This increase was predominantly driven by the revenues generated by our core AI cloud business, Nebius, and to a lesser extent, growth in TripleTen.

Total revenues for the year ended December 31, 2024 increased by $81.7 million, or 834%, from $9.8 million in 2023 to $91.5 million in 2024.

Avride made only a limited contribution to the total revenue for the group during both periods.

Operating Costs and Expenses

Cost of Revenues

Table of Contents

Cost of revenues for the year ended December 31, 2025 increased by $122.5 million, or 280%, from $43.7 million in 2024 to $166.2 million in 2025. The increase was primarily driven by the expansion of our Nebius AI cloud business, including a $87.4 million increase of expenses related to co-location arrangements and operating lease agreements as we scaled our infrastructure capacity, a $21.7 million increase in outsource services and data center utilities, and a $7.2 million increase in personnel-related expenses due to additional hiring to support the growth of data center operations.

Cost of revenues for the year ended December 31, 2024 increased by $24.1 million, or 123%, from $19.6 million in 2023 to $43.7 million in 2024. The increase was due to the expansion of our Nebius AI cloud business. Growth accelerated in the second half of 2024, after we completed the material divestment transaction in 2024, as we were then able to increase our data center capacities in the form of co-location agreements and hiring of additional personnel.

Avride and TripleTen businesses made limited contribution to the overall increase in cost of revenues in both periods.

Product Development Expenses

Product development expenses for the year ended December 31, 2025 increased by $62.5 million, or 54%, from $114.8 million in 2024 to $177.3 million in 2025. The increase was primarily due to an increase in headcount of personnel engaged in product development activities from 653 to 813.

Product development expenses for the year ended December 31, 2024 increased by $27.7 million, or 32%, from $87.1 million in 2023 to $114.8 million in 2024. The increase was primarily due to an increase in headcount of personnel engaged in product development activities.

Sales, General and Administrative Expenses

​

Sales, general and administrative expenses for the year ended December 31, 2025 increased by $124.6 million, or 49%, from $255.5 million in 2024 to $380.1 million in 2025. This increase was primarily due to a $28.3 million increase in personnel-related expenses, primarily reflecting higher salary expense and business travel costs associated with increased headcount, a $27.8 million increase in advertising and marketing expenses and a $21.4 million increase in share-based compensation expenses allocated to personnel engaged in sales, general and administrative activities. The increase also included a one-time, non-recurring expense of $43.6 million related to equipment loss during transportation. These increases were partially offset by a $20.5 million decrease in consulting, legal and other professional fees.

Sales, general and administrative expenses for the year ended December 31, 2024 increased by $96.0 million, or 60%, from $159.5 million in 2023 to $255.5 million in 2024. This increase is primarily due to an increase of $61.7 million in consultancy, legal and professional fees which were incremental to our main operating activities, and related to the public launch of Nebius Group and the divestment transaction. The increase of $37.0 million 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 a $7.4 million increase in advertising and marketing expenses, partially offset by a $10.4 million decrease in office and recruitment expenses.

​

Table of Contents

Depreciation and Amortization Expenses

Depreciation and amortization expenses for the year ended December 31, 2025 increased by $340.8 million, or 442%, from $77.1 million in 2024 to $417.9 million in 2025. Depreciation and amortization expenses for the year ended December 31, 2024 increased by $47.8 million, or 163%, from $29.3 million in 2023 to $77.1 million in 2024. The increases in both periods were primarily attributable to higher depreciation expenses related to server and network equipment and infrastructure systems, reflecting the expansion of our data center footprint and GPU capacity in our AI cloud business, Nebius.

Share-based Compensation

Share-based compensation expense for the year ended December 31, 2025 increased by $28.7 million, or 53%, from $54.5 million in 2024 to $83.2 million in 2025. The increase was primarily attributable to growth in total headcount, the impact of restricted share units (“RSUs”) granted under the company’s equity incentive program in the second half of 2024, and grants of share options in 2025 to the Group’s senior management, including one executive director.

Share-based compensation expense for the year ended December 31, 2024 increased by $25.7 million, or 89%, from $28.8 million in 2023 to $54.5 million in 2024. The increase 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.

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

Interest Income

​

Interest income for the year ended December 31, 2025 decreased from $63.6 million in 2024 to $31.8 million in 2025. The decrease was primarily attributable to the reallocation of excess cash into money market funds as part of our cash management strategy, resulting in reduced amounts invested in traditional interest-bearing financial instruments.

Interest income for the year ended December 31, 2024 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 the proceeds in highly liquid, interest-bearing financial instruments.

Interest Expense

Interest expense for the year ended December 31, 2025 was $61.5 million. The amount was primarily attributable to contractual interest and the amortization of debt discount associated with the convertible notes issued in June and September 2025, net of interest capitalized in a total amount of $52.6 million for the year. Interest expense also included $4.5 million of interest accretion related to the significant financing component associated with prepayments received under strategic customer contracts.

Table of Contents

No interest expense was recognized for the years ended December 31, 2023 and 2024.

Gain from Revaluation of Investments in Equity Securities

Gain from revaluation of investments in equity securities for the year ended December 31, 2025 was $598.9 million. The gain was attributable to the remeasurement of our investments in ClickHouse Inc. and other smaller investments, resulting in gains of $597.4 million and $1.5 million, respectively. The revaluation was based on observable price changes resulting from third-party investments in these entities during the period.

In January 2026, ClickHouse completed a Series D convertible preferred stock financing (the “Series D Financing”) raising $400 million at a valuation of approximately $15 billion. The Series D Financing represents an observable price change in an orderly transaction involving equity securities of the same issuer that are similar to our investment. Accordingly, pursuant to ASC 321, we will remeasure the fair value of our investment in ClickHouse as of the transaction date and will present the results of such remeasurement in the unaudited condensed consolidated statement of operations for the quarter ending March 31, 2026.

No revaluation gains or losses were recognized for the years ended December 31, 2023 and 2024.

Income/(Loss) from Equity Method Investments

​

Loss from equity method investments was $24.3 million for the year ended December 31, 2025. The loss primarily reflects our share of losses related to our remaining interest in Toloka, which was deconsolidated in the second quarter of 2025 and subsequently accounted for under the equity method. The loss was partially offset by income recognized from cash distributions received from our minority interests in venture capital funds.

Income from equity method investments was $0.4 million for the year ended December 31, 2024. The income primarily represents cash distributions received from our investments in venture capital funds.

Loss from equity method investments was $10.9 million for the year ended December 31, 2023. The loss primarily reflects impairment charges related to our investments in venture capital funds, as well as our share of net losses from equity method investees.

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

Other Income / (Loss), net