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 ● Our businesses are at a relatively early stage of development and operate in immature and rapidly changing markets. We may not be successful in building these businesses to the scale we hope, if at all, which would adversely affect our financial condition, results of operations and future prospects. ● Our core business is capital-intensive and currently not profitable, and our ability to continue to operate and to grow will depend in large part on our ability to raise additional equity or debt financing, either through the public or private markets or other third-party sources. If we are not successful in raising such capital on acceptable terms or at all, we would be unable to meet our growth targets, which would have a material adverse effect on our revenues, cash flow, financial condition and results of operations. ● Our businesses face significant and evolving competition, and any inability to adapt to new and changing technologies and customer requirements or specifications could negatively affect our financial condition, results of operations and future prospects. ● If we do not successfully attract new customers, retain and expand our business with existing customers, our revenues, cash flow, financial condition and results of operations will suffer. ● We have limited experience in delivering, implementing and managing longer-term customer contracts, which could expose us to increased operational, financial and contractual risks which could have a material adverse effect on our revenues, cash flow, financial condition and results of operations. ● Technological developments in generative AI and inference, such as the development of AI models that require less computation power than earlier models, may result in decreased or differing demand for our offerings. ● We are actively building out our sales team, and our sales cycles can be unpredictable. If we are unable to successfully continue to build out our team, manage our sales processes and realize expected revenues on time, our ability to grow our business, and our operating results and financial condition, may be adversely affected. ● We may face pricing pressures as our industry evolves, and any significant or sustained reductions in pricing may reduce our margins and adversely affect our business, operating results, financial condition and future prospects. 5 Table of Contents ● Our estimates of market opportunity and forecasts of market growth may prove to be inaccurate, which could result in our business failing to meet its growth targets, which could negatively affect our financial condition, results of operations and future prospects. ● Our smaller business units also generally operate in new and evolving industries, are at early stages of development and face significant competition in their markets. ● Our autonomous vehicles business unit, Avride, is a capital-intensive and early-stage business operating in a highly regulated sector. If it is unable to secure significant third-party financing and/or commercial partnerships, its ability to meet its business objectives may be limited. Risks Related to the Macroeconomic and Geopolitical Environment ● Geopolitical and macroeconomic developments, including increases in protectionist measures, restrictions on foreign companies, and business practices favoring local competition, could negatively affect our businesses and financial condition. ● Any changes in the markets in which we operate, including consolidations, liquidations, changes to incumbents or the emergence of new entrants, the composition of our customer base or changes in the competitive environment could have a material adverse effect on our revenue, cash flow, financial condition and results of operations. Risks Related to Our Operations ● We are currently dependent on a limited number of suppliers and our business may be adversely affected if we are unable to source and acquire sophisticated hardware on acceptable terms and on time. Any supply chain disruptions, delays in delivery or increased costs could adversely affect our growth plans, financial condition and results of operations. ● Our future growth relies on significant continuing expansion of our data center footprint. Any difficulties in identifying appropriate sites, entering into greenfield or build-to-suit arrangements or co-location agreements, or obtaining reliable power with sufficient capacity and on acceptable terms, will limit the growth of our revenues and anticipated profitability. ● Expansion into new and unfamiliar geographic markets exposes us to additional risks that could adversely affect our business, results of operations and financial condition. ● Our data centers are subject to numerous operational risks, including related to cybersecurity, physical security and third-party dependencies. ● If there is insufficient customer demand to utilize the compute capacity we build, we would not realize the expected returns on our expansion efforts and our businesses, future operating results and financial condition would be adversely affected. ● We depend on third-party suppliers for power, network connectivity and other key services, and may face service interruptions, limitations in capacity, additional regulatory requirements, or increased costs. ● A slowdown, deferral or reprioritization of AI-related customer spending, or the development of excess industry capacity, could materially adversely affect our revenue growth, results of operations, financial condition and share price. ● We are continually expanding the capabilities that we offer in our AI cloud, and we may encounter unforeseen difficulties or challenges with new products and services. ● We are continuing to build out our senior management team, and our success will depend on both hiring and retaining current and future key management and the ability of our team to work collaboratively to achieve our 6 Table of Contents goals. ● There is substantial competition for highly skilled development and technical personnel in the technology and AI industries. We may be unable to hire and retain a sufficient number of qualified technical employees, which could materially adversely impact our businesses, results of operations and financial condition. ● If we are unable to maintain our best practices relating to environmental standards when expanding our data center capacity, we may be exposed to reputational and legal risks, material liabilities and costs relating to compliance with environmental laws and regulations. ● Completed and future acquisitions present risks, divert management attention and may fail to produce our financial and strategic goals, which may adversely affect our business, operating results, financial condition, and prospects. ● Ongoing and potential escalation of geopolitical conflicts, including hostilities involving the United States, Israel, and Iran, could disrupt our operations and supply chains and adversely affect our business, financial condition and results of operations. ● We may seek to enter into strategic partnerships or relationships, and any such arrangements may fail to realize the benefits we anticipate on the desired timeframe or at all. Risks Related to Legal and Regulatory Matters ● The development and use of AI tools and data centers is subject to intense political scrutiny and evolving, complex and potentially divergent regulatory frameworks across multiple jurisdictions, and the impact of such regulatory developments on our businesses remains uncertain. If we are unable to comply with such laws and regulations and related export controls and other regulations, or if such requirements limit our ability to implement our business model, we may be subject to litigation, investigation or penalties, and our businesses and results of operations could be negatively impacted. ● Our business is subject to stringent and complex laws and regulations related to data privacy, data protection and information security across the different markets in which we operate, and such laws and regulations are constantly evolving. Any failure or alleged failure to comply with such laws could adversely affect our competitive position, reputation, financial condition and results of operations. Risks Related to Information Technology, Intellectual Property and Insurance ● We rely on sophisticated physical and IT security measures to protect our and our customers’ businesses and data. The occurrence of a physical or cybersecurity incident or a failure to implement effective physical, information and cybersecurity policies and procedures may disrupt our operations, cause material harm to our financial condition or reputational damage, compromise confidential information or damage our business relationships. ● We may not be able to protect our intellectual property rights and prevent third parties from the unauthorized use of our intellectual property, which may adversely affect our competitive position, businesses, financial condition and results of operations. ● We may become involved in intellectual property infringement claims, which may adversely affect our competitive position, businesses, financial condition and results of operations. ● We incorporate and may continue to incorporate “open-source” software in some of our technology solutions and offerings, and any failure to comply with the terms of the underlying open-source software licenses could adversely affect our competitive position, business, reputation, results of operations, financial condition, and future prospects. ● The level of insurance coverage that we purchase, including for fire, flood, cyber risks or business disruption, may prove to be inadequate, which could materially and adversely impact our business, financial condition and 7 Table of Contents results of operations. Risks Related to Our Financial Results and Reporting ● Our results of operations may fluctuate on a quarterly and annual basis, and such fluctuations may be particularly pronounced in the near and medium terms given the early stage of the development of our businesses and of the markets in which we operate. ● We have identified two material weaknesses in our internal control over financial reporting. If we are unable to remediate these material weaknesses, or if we identify additional material weaknesses in the future or otherwise fail to establish and maintain an effective system of internal controls, we may not be able to accurately or timely report our financial condition or results of operations, which may adversely affect our business. ● Changes in the tax laws, regulations and systems in the countries in which we operate, or unpredictable or unforeseen application of existing rules, may materially adversely affect our reported financial results. ● Our results of operations may be adversely affected if we are not able to accurately estimate the value and useful lives of our long-term infrastructure assets or to amortize them over the periods we anticipate. ● We are exposed to fluctuations in currency exchange rates, which could negatively affect our results of operations. Risks Related to Our Class A Ordinary Shares ● The market price of our Class A shares has been and may continue to be volatile, including as a result of general market and industry developments that are outside our control. These risks may be exacerbated by volatility in the emerging industry in which we operate and the relative lack of comparable publicly traded peers. ● We expect to issue additional equity or equity-linked securities from time to time, which may dilute the interest of our existing shareholders in our company. ● Future sales of Class A shares by existing shareholders could put pressure on our share price. ● We do not intend to pay dividends in the foreseeable future. As a result, the ability of our shareholders to achieve a return on their investment will depend on appreciation in the price of our Class A shares. ● The concentration of voting power with our founding shareholder limits the ability of our minority shareholders to influence corporate matters, including the election of directors. ● We are a “Controlled Company” within the meaning of the Nasdaq Stock Market rules and, as a result, will qualify for, and may rely on, exemptions from certain corporate governance requirements. Risks Related to US Shareholders ● We rely on the Nasdaq Stock Market rules that permit us to comply with applicable Dutch corporate governance practices, rather than the corresponding domestic U.S. corporate governance practices, and therefore the rights of our shareholders differ from the rights of a shareholder of a domestic U.S. issuer. ● The rights and responsibilities of our shareholders are governed by Dutch law and differ in some important respects from the rights and responsibilities of shareholders under U.S. law. ● We can provide no assurance that we will not be classified as a passive foreign investment company for any taxable year, which may result in adverse U.S. federal income tax consequence to U.S. holders. ● If we cease to qualify as a foreign private issuer, we would be required to comply with the U.S. securities laws and reporting requirements applicable to U.S. domestic issuers, and we would incur significant additional legal, accounting and other expenses that we would not incur as a foreign private issuer. 8 Table of Contents General Risks ● Our legacy could create challenges for our operations. ● Anti-takeover provisions in our articles of association may prevent or delay change-of-control transactions. ● We do not comply with all of the provisions of the Dutch Corporate Governance Code, which may affect the rights of our shareholders. ● Any U.S. or other foreign judgments our shareholders may obtain against us may be difficult to enforce in the Netherlands. ● We may fail to achieve our environmental, social and governance and sustainability goals, or may encounter objections to them, either of which may adversely affect public perception of our business, impose additional costs, or affect our relationship with our customers, shareholders or other stakeholders. Detailed Overview of Risk Factors 1. RISKS RELATED TO OUR BUSINESS MODEL AND INDUSTRY a. Our businesses are at a relatively early stage of development and operate in immature and rapidly changing markets. We may not be successful in building these businesses to the scale we hope, if at all, which would adversely affect our financial condition, results of operations and future prospects. 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. b. Our core business is capital-intensive and currently not profitable, and our ability to continue to operate and to grow will depend in large part on our ability to raise additional equity or debt financing, either through the public or private markets or other third-party sources. If we are not successful in raising such capital on acceptable terms or at all, we would be unable to meet our growth targets, which would have a material adverse effect on our revenues, cash flow, financial condition and results of operations. 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. 9 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. c. Our businesses face significant and evolving competition, and any inability to adapt to new and changing technologies and customer requirements or specifications could negatively affect our financial condition, results of operations and future prospects. 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: • the potential ability of larger competitors to develop technologies more efficiently or faster than we can, and any resulting need for us to increase our expenditure on research, development and marketing to remain competitive; • deferral of orders from customers in anticipation of new or enhanced solutions and services announced by us or our competitors or suppliers; • the adoption of aggressive pricing policies by our competitors and resulting pricing pressures on our offerings; • declines or changes in AI spending or demand for specialized AI cloud infrastructure or the growth rate of the AI cloud infrastructure sector generally; • our ability to innovate, adapt our products and services to changing industry demands and client requirements to maintain high-quality customer service and attractive value proposition; • our ability to successfully and continuously expand our businesses domestically and internationally, including our data center footprint; • our ability to identify, complete, or integrate any acquisitions that we may undertake; 10 Table of Contents • our access to capital; and • material security breaches, or technical difficulties with or interruptions to the use of our offerings, power shortages, inability to timely secure power, and capacity constraints. 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. d. If we do not successfully attract new customers, retain and expand our business with existing customers, our revenues, cash flow, financial condition and results of operations will suffer. 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: • the range and quality of our products and services, as well as our ability to innovate and develop new attractive offerings and differentiate our offerings from those of our competition; • the operating reliability, performance and security of our data centers and offerings, as well as our ability to secure sufficient capacity to meet the demand of current and prospective customers; • our ability to effectively market our offerings via our sales team; • increasing competitive pressure from other market players, including on price, as well as potential customers’ commitments to or greater familiarity with other existing solutions or services offered by our competitors; • our ability to secure sufficient power for our platform and solutions; • decreased spending on AI cloud infrastructure or AI or machine learning development generally; • general economic and geopolitical challenges, which could reduce customer spending or delay decision-making on our offerings; and • future governmental regulation, which could adversely impact growth of the AI sector. 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. e. We have limited experience in delivering, implementing and managing longer-term customer contracts, which could expose us to increased operational, financial and contractual risks which could have a material adverse effect 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 11 Table of Contents early terminations. 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. f. Technological developments in generative AI and inference, such as the development of AI models that require less computation power than earlier models, may result in decreased or differing demand for our offerings. 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. g. We are actively building out our sales team, and our sales cycles can be unpredictable. If we are unable to successfully continue to build out our team, manage our sales processes and realize expected revenues on time, our ability to grow our business, and our operating results and financial condition, may be adversely affected. 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. h. We may face pricing pressures as our industry evolves, and any significant or sustained reductions in pricing may reduce our margins and adversely affect our business, operating results, financial condition and future prospects. 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. 12 Table of Contents i. Our estimates of market opportunity and forecasts of market growth may prove to be inaccurate, which could result in our business failing to meet its growth targets, which could negatively affect our financial condition, results of operations and future prospects. Market estimates are subject to significant uncertainty, particularly in a new and rapidly evolving market with newly emerging use cases, and are based on assumptions that may not prove to be accurate and variables that change over time. Accordingly, our forecasts 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. j. Our smaller business units also generally operate in new and evolving industries, are at early stages of development and face significant competition in their markets. 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. k. Our autonomous vehicles business unit, Avride, is a capital-intensive and early-stage business operating in a highly regulated sector. If it is unable to secure significant third-party financing and/or commercial partnerships, its ability to meet its business objectives may be limited. 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. 2. RISKS RELATED TO THE MACROECONOMIC AND GEOPOLITICAL ENVIRONMENT a. Geopolitical and macroeconomic developments, including increases in protectionist measures, restrictions on foreign companies, and business practices favoring local competition, could negatively affect our businesses and financial condition. 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 13 Table of Contents in ensuring the availability, resilience, security and stability of important services, including in relation to national security, healthcare and financial and banking services. As a result, foreign ownership of data centers may come under heightened scrutiny in certain jurisdictions. Our overall performance also depends in part on worldwide economic conditions and the economic health of our current and prospective customers. Weak global and regional economic conditions affect the rate of information technology spending, including in the area of generative AI, and could adversely affect our customers’ ability or willingness to purchase our offerings. b. Any changes in the markets in which we operate, including consolidations, liquidations, changes to incumbents or the emergence of new entrants, the composition of our customer base or changes in the competitive environment could have a material adverse effect on our revenue, cash flow, financial condition and results of operations. 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. 3. RISKS RELATED TO OUR OPERATIONS a. We are currently dependent on a limited number of suppliers and our business may be adversely affected if we are unable to source and acquire sophisticated hardware on acceptable terms and on time. Any supply chain disruptions, delays in delivery or increased costs could adversely affect our growth plans, 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: • the potentially limited availability of and access to the latest components including sophisticated GPU chips, which can be affected by suppliers’ capacity and commitments to other customers; • lack of control over production costs, delivery, availability, terms, and pricing of components; • the potential for binding price or purchase commitments with our suppliers at higher than market rates; • changes in market-leading technologies away from those currently offered by our existing suppliers, which could impact our ability to offer our customers the services that they are seeking; • reliance on our current suppliers to keep up to date with technological advancements at the same rate that our customers and the market demands, including delivering next-generation components that perform significantly better than their previous versions; • limited ability to control aspects of the quality, performance, quantity, and cost of our infrastructure or of its components; • the prioritization by our suppliers of other customers; • breaches of contract by our suppliers; • impacts on our supply chain from geopolitical disputes, natural disasters or adverse public health 14 Table of Contents developments, including outbreaks of contagious diseases or pandemics; and • business, legal compliance, litigation, and financial concerns affecting our suppliers or their ability to manufacture and ship components in the quantities, quality, and manner we require. 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. b. Our future growth relies on significant continuing expansion of our data center footprint. Any difficulties in identifying appropriate sites, entering into greenfield or build-to-suit arrangements or co-location agreements, or obtaining reliable power with sufficient capacity and on acceptable terms, will limit the growth of our revenues and anticipated profitability. 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: • project delays; • unexpected budget changes; • increased prices for, availability of, and delays in obtaining building supplies, raw materials and data center equipment; • labor availability, labor disputes and work stoppages with contractors, subcontractors and other third parties; • environmental issues and geological problems; • increasing public opposition to data center projects in certain localities; • political and regulatory scrutiny; and • delays in connection with approvals and any necessary permitting from public agencies, utility companies, or other organizations. 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 15 Table of Contents or private entities. 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. c. Expansion into new and unfamiliar geographic markets exposes us to additional risks that could adversely affect our business, results of operations and financial condition. 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 16 Table of Contents associated with entering and operating in such markets. 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. d. Our data centers are subject to numerous operational risks, including related to cybersecurity, physical security and third-party dependencies. 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: • the development, maintenance, and functioning of the underlying infrastructure of the internet as a whole; • power and power grid constraints; • lack of availability and delays for data center equipment, including items such as server racks, generators and switchgear; • the performance and availability of third-party telecommunications services with the necessary speed, data capacity, and security for providing reliable and efficient internet access and services; • the success or failure of our redundancy systems; • the success or failure of our disaster recovery and business continuity plans; • decisions by global telecommunications service provider partners who provide us with network bandwidth to modify or terminate our contracts, shut down their operations, increase our prices, modify the level of service they provide, breach their contract, or prioritize other parties over us; • our ability to enter into data center agreements, purchase or build-to-suit agreements and leases according to our business needs and on terms and with counterparties that are acceptable to us; and • in locations where we do not fully control the operation of our leased data centers, potential service disruptions arising because of these third-party dependencies for reasons that are outside of our control. e. If there is insufficient customer demand to utilize the compute capacity we build, we would not realize the expected returns on our expansion efforts and our businesses, future operating results and financial condition would be adversely affected. 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. 17 Table of Contents f. We depend on third-party suppliers for power, network connectivity and other key services, and may face service interruptions, limitations in capacity, additional regulatory requirements, or increased costs. 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. g. A slowdown, deferral or reprioritization of AI-related customer spending, or the development of excess industry capacity, could materially adversely affect our revenue growth, results of operations, financial condition and share price. 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. h. We are continually expanding the capabilities that we offer in our AI cloud, and we may encounter unforeseen difficulties or challenges with new products and services. 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. 18 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. i. We are continuing to build out our senior management team, and our success will depend on both hiring and retaining current and future key management and the ability of our team to work collaboratively to achieve our goals. 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. j. There is substantial competition for highly skilled development and technical personnel in the technology and AI industries. We may be unable to hire and retain a sufficient number of qualified technical employees, which could materially adversely impact our businesses, results of operations and financial condition. 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. k. If we are unable to maintain our best practices relating to environmental standards when expanding our data center capacity, we may be exposed to reputational and legal risks, material liabilities and costs relating to compliance with environmental laws and regulations. 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. l. Completed and future acquisitions present risks, divert management attention and may fail to produce our financial and strategic goals, which may adversely affect our business, operating results, financial condition, and prospects. 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. 19 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. m. Ongoing and potential escalation of geopolitical conflicts, including hostilities involving the United States, Israel, and Iran, could disrupt our operations and supply chains and adversely affect our business, financial condition and results of operations. 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. n. We may seek to enter into strategic partnerships or relationships, and any such arrangements may fail to realize the benefits we anticipate on the desired timeframe or at all. 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 20 Table of Contents generation of hyperscale cloud for the AI market. 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. 4. RISKS RELATED TO LEGAL AND REGULATORY MATTERS a. The development and use of AI tools and data centers is subject to intense political scrutiny and evolving, complex and potentially divergent regulatory frameworks across multiple jurisdictions, and the impact of such regulatory developments on our businesses remains uncertain. If we are unable to comply with such laws and regulations and related export controls and other regulations, or if such requirements limit our ability to implement our business model, we may be subject to litigation, investigation or penalties, and our businesses and results of operations could be negatively impacted. 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. 21 Table of Contents b. Our business is subject to stringent and complex laws and regulations related to data privacy, data protection and information security across the different markets in which we operate, and such laws and regulations are constantly evolving. Any failure or alleged failure to comply with such laws could adversely affect our competitive position, reputation, financial condition and results of operations. 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. 5. RISKS RELATED TO INFORMATION TECHNOLOGY, INTELLECTUAL PROPERTY AND INSURANCE a. We rely on sophisticated physical and IT security measures to protect our and our customers’ businesses and data. The occurrence of a physical or cybersecurity incident or a failure to implement effective physical, information and cybersecurity policies and procedures may disrupt our operations, cause material harm to our financial condition or reputational damage, compromise confidential information or damage our business relationships. 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. b. We may not be able to protect our intellectual property rights and prevent third parties from the unauthorized use of our intellectual property, which may adversely affect our competitive position, businesses, financial condition and results of operations. 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 22 Table of Contents proprietary information or provide us with any competitive advantages. For example, there is no guarantee that any confidentiality or license arrangements that we enter into with, among others, our employees, customers and partners are enforceable. Legal standards relating to the validity, enforceability and scope of protection of intellectual property rights can be uncertain and any inadequate protection in some jurisdictions may hinder our international expansion efforts. 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. c. We may become involved in intellectual property infringement claims, which may adversely affect our competitive position, businesses, financial condition and results of operations. 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. d. We incorporate and may continue to incorporate “open-source” software in some of our technology solutions and offerings, and any failure to comply with the terms of the underlying open-source software licenses could adversely affect our competitive position, business, reputation, results of operations, financial condition, and future prospects. 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 23 Table of Contents 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. 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. e. The level of insurance coverage that we purchase, including for fire, flood, cyber risks or business disruption, may prove to be inadequate, which could materially and adversely impact our business, financial condition and results of operations. 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. 6. RISKS RELATED TO OUR FINANCIAL RESULTS AND REPORTING a. Our results of operations may fluctuate on a quarterly and annual basis, and such fluctuations may be particularly pronounced in the near and medium terms given the early stage of the development of our businesses and of the markets in which we operate. 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: • the amount and timing of operating costs and capital expenditures related to the expansion of our business, including the timing and magnitude of depreciation and interest expense or other expenses related to the acquisition, purchase or construction of additional data centers or the upgrade of existing data centers; • our ability to successfully expand our business and integrate new infrastructure, including new chip generations; • our ability to attract new and retain existing customers, increase sales of our offerings, or sell additional offerings to existing customers; • changes in customer requirements or market needs; 24 Table of Contents • changes in the growth rates of the markets in which we operate; • changes in our legal or regulatory environment, including developments in regulations relating to data privacy, intellectual property, sustainability and AI and machine learning; • the timing and length of our sales cycles; • changes in our pricing practices or those of our competitors; • lack of available capacity in our existing data centers to generate new revenue or delays in opening new or acquired data centers that delay our ability to generate new revenue in markets which have otherwise reached capacity; • technical difficulties with, or interruptions to, the use of our offerings; and • our ability to reduce our cost of capital over time. 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. b. We have identified two material weaknesses in our internal control over financial reporting. If we are unable to remediate these material weaknesses, or if we identify additional material weaknesses in the future or otherwise fail to maintain an effective system of internal controls, we may not be able to accurately or timely report our financial condition or results of operations, which may adversely affect our business. ​ 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: ​ ● Our controls related to fixed assets were not adequately designed and were not operating effectively. Specifically, we did not fully implement and ensure the effectiveness of the relevant controls and procedures over depreciation start dates, and timely reconciliation around the asset count process. As a result of this deficiency, we were not able to rely on certain data and reports used in the accounting for fixed assets, including server and network equipment, to ensure the completeness and accuracy of such information; and ​ 25 Table of Contents ● We did not adequately and timely implement and maintain effective information technology general controls and have not consistently documented the execution of business process controls supporting revenue recognition in respect of our TripleTen business unit (representing approximately 10% of total revenues) commensurate with our financial reporting requirements. This deficiency undermined the assurance of our data accuracy and increased the risk of errors or misstatements. ​ During the year ended December 31, 2025, and to date in 2026, our management undertook the following remedial actions to address these material weaknesses: ​ ● We performed compensating control procedures over accuracy of our depreciation start dates for assets acquired in 2025, ensuring the accurate valuation of our fixed assets as of December 31, 2025; ​ ● We performed compensating control procedures to reconcile the 2025 revenue of our TripleTen business unit, with a view to ensuring the accuracy of the revenue recognized during the year; and ​ ● We continued to implement a companywide remediation project, with the support of external consultants, to enhance the control framework and address our material weaknesses in internal controls. This project is designed to ensure a more robust, effective, and sustainable control environment and information technology systems supporting our key financial reporting processes commensurate with our financial reporting requirements. Specifically, we expect that this project will improve our information technology systems relating to our fixed assets and revenue recognition reconciliation processes and ensure the effectiveness of the operating system controls in connection with each of these processes. ​ 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. ​ If we are unable to successfully remediate our existing or any future material weaknesses, or identify any 26 Table of Contents 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. c. Changes in the tax laws, regulations and systems in the countries in which we operate, or unpredictable or unforeseen application of existing rules, may materially adversely affect our reported financial results. 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. d. Our results of operations may be adversely affected if we are not able to accurately estimate the value and useful lives of our long-term infrastructure assets or to amortize them over the periods we anticipate. 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. e. We are exposed to fluctuations in currency exchange rates, which could negatively affect our results of operations. 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. 27 Table of Contents 7. RISKS RELATED TO OUR CLASS A ORDINARY SHARES a. The market price of our Class A shares has been and may continue to be volatile, including as a result of general market and industry developments that are outside our control. These risks may be exacerbated by volatility in the emerging industry in which we operate and the relative lack of comparable publicly traded peers. 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. b. We expect to issue additional equity or equity-linked securities from time to time, which may dilute the interest of our existing shareholders in our company. 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. c. Future sales of Class A shares by existing shareholders could put pressure on our share price. 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. d. We do not intend to pay dividends in the foreseeable future. As a result, the ability of our shareholders to achieve a return on their investment will depend on appreciation in the price of our Class A shares. 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. e. The concentration of voting power with our founding shareholder limits the ability of our minority shareholders to influence corporate matters, including the election of directors. 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 28 Table of Contents 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). 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. f. We are a “Controlled Company” within the meaning of the Nasdaq Stock Market rules and, as a result, will qualify for, and may rely on, exemptions from certain corporate governance requirements. 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: • The requirement that a majority of our board of directors consists of independent directors; • The requirement that we have a nominating and corporate governance committee composed entirely of independent directors with a written charter addressing the committee’s purpose and responsibilities; • The requirement that we have a compensation committee composed entirely of independent directors with a written charter addressing the committee’s purpose and responsibilities; and • The requirement for an annual performance evaluation of the nominating and corporate governance committee and the compensation committee. 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. 8. RISKS RELATED TO US SHAREHOLDERS a. We rely on the Nasdaq Stock Market rules that permit us to comply with applicable Dutch corporate governance practices, rather than the corresponding domestic U.S. corporate governance practices, and therefore the rights of our shareholders differ from the rights of a shareholder of a domestic U.S. issuer. 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. 29 Table of Contents b. The rights and responsibilities of our shareholders are governed by Dutch law and differ in some important respects from the rights and responsibilities of shareholders under U.S. law. 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. c. We can provide no assurance that we will not be classified as a passive foreign investment company for any taxable year, which may result in adverse U.S. federal income tax consequence to U.S. holders. 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. d. If we cease to qualify as a foreign private issuer, we would be required to comply with the U.S. securities laws and reporting requirements applicable to U.S. domestic issuers, and we would incur significant additional legal, accounting and other expenses that we would not incur as a foreign private issuer. 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. 9. GENERAL RISKS a. Our legacy could create challenges for our 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. 30 Table of Contents b. Anti-takeover provisions in our articles of association may prevent or delay change-of-control transactions. 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: • a provision that our directors may only be removed by a two-thirds majority of votes cast representing at least 50% of our outstanding share capital; • requirements that certain matters, including an amendment of our articles of association, may only be brought to our shareholders for a vote upon a proposal by our Board of Directors; • minimum shareholding thresholds, based on par value, for shareholders to call general meetings of our shareholders or to add items to the agenda for those meetings, which will be very difficult for Class A shareholders to meet given our multiple class share structure; and • supermajority requirements for shareholder approval of certain significant corporate actions, including the legal merger or demerger of our company and the amendment of our articles of association. 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. c. We do not comply with all of the provisions of the Dutch Corporate Governance Code, which may affect the rights of our shareholders. 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. d. Any U.S. or other foreign judgments our shareholders may obtain against us may be difficult to enforce in the Netherlands. 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. 31 Table of Contents e. We may fail to achieve our environmental, social and governance and sustainability goals, or may encounter objections to them, either of which may adversely affect public perception of our business, impose additional costs, or affect our relationship with our customers, shareholders or other stakeholders. 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. 32 Table of Contents