Nebius Group announces exercise of the underwriters' option to purchase additional Class A shares

Nebius Group N.V. (“Nebius Group” or the “Company”; NASDAQ: NBIS), a leading AI infrastructure company, today announced that, in connection with its previously announced underwritten public offering of Class A ordinary shares, the underwriters have exercised in full their option to purchase an additional 1,621,621 Class A shares at the offering price of $92.50, less underwriting discounts and commissions, bringing Nebius’s aggregate gross proceeds from the Class A offering to approximately $1.15 billion. The initial closing of the Class A offering occurred on September 15, at which time the Company also closed its offering of convertible notes due 2030 and 2032 to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended. The aggregate proceeds of both offerings, including the proceeds of the additional Class A shares acquired upon exercise of the underwriters’ option, is approximately $4.3 billion.

Goldman Sachs & Co. LLC acted as lead book-running manager for the offering. Morgan Stanley, BofA Securities and Citigroup acted as additional book-running managers.

The Class A shares have been offered by the Company pursuant to its automatically effective shelf registration statement on Form F-3ASR filed with the U.S. Securities Exchange Commission (the “SEC”) on May 2, 2025, by means of a final prospectus supplement and an accompanying prospectus. A copy of the final prospectus supplement and the accompanying prospectus relating to the public offering has been filed with the SEC and may be obtained for free on the SEC’s website at http://www.sec.gov or by contacting the offices of Goldman Sachs & Co. LLC, Attention: Prospectus Department, 200 West Street, New York, NY 10282, by telephone at 1-866-471-2526 or email at [e-mail]; the offices of Morgan Stanley & Co. LLC, Attention: Prospectus Department, 180 Varick Street, 2nd Floor, New York, NY 10014, by email at [e-mail]; the offices of BofA Securities, NC1-022-02-25, 201 North Tryon Street, Charlotte, NC 28255-0001, Attention: Prospectus Department, by email at [e-mail]; or the offices of Citigroup, c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717, at [e-mail].