You should read the following discussion and analysis of our financial condition and results of operations in conjunction with our consolidated financial statements and related notes appearing elsewhere in this Annual Report. In addition to historical information, this discussion contains forward-looking statements based on our current expectations that involve risks, uncertainties and assumptions. Our actual results may differ materially from those anticipated in these forward-looking statements as a result of various factors, including those set forth in the “Risk Factors” and “Forward Looking Statements” sections and elsewhere in this Annual Report. The historical results described below relate to the results of our continuing operations. Overview Nebius, a global AI cloud platform, delivers a unified full-stack AI cloud that spans the complete AI journey – from compute capacity to software and services – that enable fast and efficient training and inference at scale. Founded around deep in-house technological expertise, Nebius offers a comprehensive and integrated suite of AI and ML cloud solutions, including both hardware and software built in-house. This combination of AI-optimized hardware and software enables us to deliver high-performance GPU compute clusters, storage, managed services, and advanced tools for AI model training and inference at enterprise-scale. Headquartered in Amsterdam and listed on Nasdaq, Nebius Group offers one of the few global, at scale, multi-tenant clouds purpose built for AI, with a significant presence in Europe, the U.S., and other geographies around the world. Nebius Group includes Nebius as well as two distinct businesses that operate under separate brands: Avride, a leading developer of autonomous vehicles and delivery robots; and TripleTen, a leading edtech platform focused on reskilling people for careers in tech. Nebius Group also owns significant equity stakes in ClickHouse and Toloka, both of which have been spun out of the group. We believe the most significant factors that affect our businesses are the following: ● Competing effectively in a rapidly evolving market. We operate in a highly competitive industry characterized by continuous technological advancements and evolving customer needs. To strengthen our market position, we are investing in the continuing development of a flexible, full-stack AI cloud solution that extends beyond bare-metal compute, and includes comprehensive software and value-added services for our clients. This approach positions us well to address a broader customer base - ranging from start-ups to independent software vendors and enterprises - and drive long-term growth. 44 Table of Contents ● Expanding our customer base. AI is rapidly moving from research into large-scale production systems and is reshaping cloud infrastructure requirements. As this occurs, we are well positioned to service customers from large enterprises, established software vendors, scaled AI companies and startups, research labs and individual developers building the next generation of AI models, applications and services. We work to support diverse AI workloads of all sizes and have a broad base of services. This enables us serve hundreds of customers, reduce concentration risk and become the platform of choice for next-gen businesses. Our customers are building transformative applications across a diverse range of industries including physical AI, healthcare and life sciences, and media and entertainment. ● Scaling with our customers. As we see enterprise adoption of AI accelerate, this creates demand for secure, reliable infrastructure and purpose-built cloud solutions. To address this, we launched Nebius AI Cloud 3.0 “Aether” and also version 3.1, our enhanced software platform. We are natively embedding this enterprise-grade security and functionality into our platform to better serve enterprise clients and those who are scaling rapidly. ● Building scalable and resilient data center capacity. The rapid growth of AI workloads, particularly for large-scale foundation models and generative AI applications, is driving increasing demand for high-performance computing (HPC). To maintain competitiveness, we are expanding our global data center footprint, building highly optimized and scalable infrastructure, including GPU clusters, high-speed networking and an efficient AI cloud software stack. ● Leveraging our global footprint to capture new opportunities. While the majority of our customer base is currently concentrated in the US, AI adoption is accelerating worldwide. With data centers in Finland, France, Iceland, the UK, and Israel, in addition to our US-based GPU clusters, and a domicile in Amsterdam, we are positioned to capture customer demands and capture demand globally. ● Securing power, components and talent needed for our data centers, against a dynamic regulatory backdrop. The process of successfully building a high-performant data center is dependent on our ability to secure land and power, procure the right components, design and construct the facility and maintain the site. This process can be long and complex. Our ability to navigate the evolving regulatory framework (to secure access to land and power), dynamic supply chain (to obtain critical hardware components in a timely and cost-effective manner), and constrained talent pool (to maintain and operate our facilities), is key to our success. Our team’s expertise in building highly performant data centers is complemented by working closely with both local municipalities and our supply chain partners to minimize disruptions. ● Access to capital to support our growth ambitions. Our capacity and platform expansion plans require raising capital to support R&D, hiring talent and the acquisition of land, power, data center building materials, as well as the racks, servers, and GPUs that power our ability to deliver our AI cloud services. Our ability to secure this financing is instrumental to our growth plans. In 2025, we raised over $5 billion, primarily through equity and convertible debt at interest rates between 1.0% and 3.0%. In the first quarter of 2026, we raised more than $6 billion in additional equity and convertible debt financing, and we will continue to evaluate other opportunities, including new sources of capital, such as asset-backed financing. ● Expanding our talent base. Our success depends on a highly skilled workforce across key domains such as infrastructure engineering, cloud computing, software development, AI/ML engineering, and business development. Since our formation, we have benefited from having a strong technical team in place, which has built the foundation of our business. As we scale, we are expanding our sales, marketing, and customer success teams with hires from leading technology companies, including hyperscalers and neocloud providers. We will continue assessing talent needs and focusing on competitive HR practices to be an employer of choice. ● Integration of newly acquired businesses and assets. In February 2026, we acquired Tavily, a leading provider of AI agentic search. We plan to continue to strategically acquire or invest in businesses that can expand or enhance our AI cloud platform through talent and/or technology. 45 Table of Contents ● Our other businesses also operate in high-growth sectors. Outside of our core AI Cloud business, the other businesses we hold, Avride and TripleTen, have exposure to the dynamic and fast-growing autonomous vehicles and edtech sectors. Refer to “Risk Factors” (Part I, Item 3 of this Annual Report) for a discussion of these factors and other risks. Operating Segments Our primary business, Nebius, delivers a unified full-stack AI cloud platform that spans the complete AI journey – from compute capacity to software and services that enable fast and efficient AI application deployment and inference at scale. Founded around deep in-house technological expertise, our platform offers a comprehensive and integrated suite of AI cloud solutions, including both hardware and software built in-house, designed to support the entire AI lifecycle - from silicon to software. This combination of AI-optimized hardware and software enables us to deliver high-performance GPU compute clusters, storage, managed services, and advanced tools for AI model training, application building and deployment, and inference at enterprise-scale. In addition to our core Nebius cloud business, Nebius Group also holds two distinct businesses that operate under separate brands: ● Avride – a developer of autonomous driving technology for self-driving vehicles and delivery robotics. ● TripleTen – a leading edtech platform focused on re-skilling individuals for careers in technology. Starting the second quarter of 2025, the Company introduced the following changes to the segments under which it previously reported financial results: Toloka, an AI development platform, previously constituted an operating segment within the Group. In May 2025, following the completion of a third-party investment in Toloka, Nebius ceased to hold majority voting power in Toloka and no longer includes Toloka’s results in Nebius’s consolidated financial statements; we now report our stake as an equity method investment. Comparative financial information appearing elsewhere in this Annual Report has been recast to reflect the results of Toloka within discontinued operations. Key Trends Impacting Our Results of Operations The key factors affecting our results of operations include the current geopolitical and macroeconomic environment (including geopolitical conflicts and the potential impact of tariffs and other trade restrictions), the current demand-supply imbalance of GPUs, supply chain constraints in semiconductor and data center components, high competition for power as well as engineering talent and data center personnel, access to investment capital, inflationary pressures, and regulatory shifts impacting the technology and AI infrastructure sectors. These factors can influence our cost base, capacity expansion plans, capital expenditures and overall market demand. During the year ended December 31, 2025, these factors outlined above did not have a meaningful impact on our financial results. We anticipate that our results of operations will continue to be significantly affected by the level of expenditures we incur to expand our compute capacity, the cost of capital available to us to finance this growth, and the pricing and supply/demand dynamics in our competitive and rapidly evolving industry. Additionally, in 2025 and early 2026, we signed strategic, long-term contracts to provide capacity to Microsoft and Meta. Our ability to provide capacity to these customers will be critical to our operating and financial performance as we fulfill our obligations to these customers over the life of contracts (five years). Components of Results of Operations Revenue Our core AI cloud business generates revenue by providing our customers with a comprehensive and integrated AI cloud platform, underpinned by high-performance GPU compute capacity, storage, and networking resources, as well as value-add software solutions. The core AI cloud business is designed to support the entire AI lifecycle - from building and deploying AI models, to managing large-scale AI applications and producing inference tokens. Revenue from the cloud platform is recognized as services are provided in accordance with customer contract due dates and the applicable contract model. We offer both on-demand “pay-as-you-go” pricing and fixed “reserved capacity” contracts. 46 Table of Contents TripleTen generates revenue from educational services to individual customers (students) through boot camps and project-based learning opportunities by providing online educational products. Avride has made only a limited contribution to the total revenue to date. Operating costs and expenses We classify operating costs and expenses as follows: cost of revenues; product development; sales, general and administrative; and depreciation and amortization. Cost of Revenues Cost of revenues primarily consists of costs of operation and co-location of data center facilities, the electricity, utility and maintenance costs in data centers, personnel costs, payment processing and students’ tuition fees and other related expenses. The group’s owned Finland data center together with rented data center facilities and co-location agreements are significant components of the group’s cost of revenues. Product development Product development expenses consist primarily of personnel costs incurred for the development of, enhancement to and maintenance of the group’s technology platforms, from infrastructure to software. Product development expenses also include rent and utilities attributable to office spaces occupied by development staff. Sales, general and administrative Sales, general and administrative expenses include expenses for personnel engaged in sales and promotion of products to the market, or performing general or administrative functions, including share-based compensation expenses; rental of office space and related utilities in proportion to the number of employees performing these functions; training and hiring expenses; advertising and marketing expenses, including the costs of organizing promotions; legal and audit services; and other expenses related to the group’s wider operating activities. Depreciation and amortization Depreciation and amortization expenses relates to the depreciation of property and equipment, mainly servers and networking equipment, data center related infrastructure equipment and office furniture, and the amortization of intangible assets. Share-based compensation In the consolidated statements of operations, share-based compensation expense is recorded in the same functional area as the expense for the recipient’s cash compensation. As a result, share-based compensation expense is allocated among the cost of revenues; product development expenses; and sales, general and administrative expenses. Interest income Interest income is mainly generated from short-term bank deposits and cash account balances. Interest expense Interest expense primarily consists of contractual interest and the amortization of debt discounts and issuance costs associated with our outstanding debt obligations. It also includes interest accretion related to significant financing components arising from differences between the timing of the transfer of goods or services to customers and the timing of customer payments. Interest expense is reflected net of capitalized interest. 47 Table of Contents Gain from revaluation of investments in equity securities Gain from revaluation of investments in equity securities includes primarily the remeasurement of our investment in ClickHouse, following a third-party investment in that company. Income / (loss) from equity method investments Income / (loss) from equity method investments includes the results of Toloka, which was deconsolidated in the second quarter of 2025 and subsequently accounted for under the equity method, and minor stakes in venture capital funds. Other income / (loss), net Other income / (loss), net consists of gains from investments in money market funds and foreign exchange gains and losses. Dynamics of foreign exchange gains and losses reflect changes in the U.S. dollar value (the group’s reporting currency) of monetary assets and liabilities that are denominated in other currencies (primarily the euro), as well as changes in the functional currencies of foreign subsidiaries' monetary assets and liabilities that are denominated in currencies different from their respective local currencies. Results of Operations The following table presents our historical consolidated results of continuing operations for the periods indicated: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year ended December 31, ​ ​ ​ ​ ​ ​ ​ ​ ​ 2023 ​ 2024 ​ 2025 ​ ​ ​ ​ ​ ​ ​ (in millions of U.S. dollars) ​ Revenues ​ ​ ​ ​ ​ 9.8 ​ 91.5 ​ 529.8 ​ Operating costs and expenses: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Cost of revenues ​ ​ ​ ​ ​ 19.6 ​ 43.7 ​ 166.2 ​ Product development ​ ​ ​ ​ ​ 87.1 ​ 114.8 ​ 177.3 ​ Sales, general and administrative ​ ​ ​ ​ ​ 159.5 ​ 255.5 ​ 380.1 ​ Depreciation and amortization ​ ​ ​ ​ ​ 29.3 ​ 77.1 ​ 417.9 ​ Total operating costs and expenses ​ ​ ​ ​ ​ 295.5 ​ 491.1 ​ 1,141.5 ​ Loss from operations ​ ​ ​ ​ ​ (285.7) ​ (399.6) ​ (611.7) ​ Interest income ​ ​ ​ ​ ​ 3.3 ​ 63.6 ​ 31.8 ​ Interest expense ​ ​ ​ ​ ​ — ​ — ​ (61.5) ​ Gain from revaluation of investments in equity securities ​ ​ ​ ​ ​ — ​ — ​ 598.9 ​ Income / (loss) from equity method investments ​ ​ ​ ​ ​ (10.9) ​ 0.4 ​ (24.3) ​ Other income / (loss), net ​ ​ ​ ​ ​ (3.7) ​ (17.4) ​ 80.6 ​ Net income / (loss) before income taxes ​ ​ ​ ​ ​ (297.0) ​ (353.0) ​ 13.8 ​ Income tax expense / (benefit) ​ ​ ​ ​ ​ 2.0 ​ (1.0) ​ 4.0 ​ Net income / (loss) from continuing operations ​ ​ ​ ​ ​ (299.0) ​ (352.0) ​ 9.8 ​ ​ ​ 48 Table of Contents Comparison of the Fiscal Years Ended December 31, 2023, 2024 and 2025 Revenues The table below presents information about the revenues of the reportable segments: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year ended December 31, ​ Year on year growth ​ ​ ​ ​ ​ 2023 ​ ​ ​ 2024 ​ ​ ​ 2025 ​ 2023 to 2024 ​ ​ ​ 2024 to 2025 ​ ​ ​ (in millions of U.S. dollars) ​ (as a percentage, %) ​ Nebius ​ 9.6 ​ 68.3 ​ 480.3 ​ 611 % 603 % Avride ​ — ​ 0.3 ​ 1.3 ​ n/m ​ 333 % TripleTen 8.2 ​ 28.8 ​ 54.1 ​ 251 % 88 % Total segment revenues ​ 17.8 ​ 97.4 ​ 535.7 ​ 447 % 450 % Eliminations ​ (8.0) ​ (5.9) ​ (5.9) ​ (26) % — ​ Total revenues ​ 9.8 ​ 91.5 ​ 529.8 ​ 834 % 479 % Eliminations represent the elimination of transactions between the reportable segments, such as use of our Nebius cloud platform by other segments within the group. Revenues by reportable segment: Total revenues for the year ended December 31, 2025 increased by $438.3 million, or 479%, from $91.5 million in 2024 to $529.8 million in 2025. This increase was predominantly driven by the revenues generated by our core AI cloud business, Nebius, and to a lesser extent, growth in TripleTen. ● Revenues for the Nebius AI cloud business increased by $412.0 million, or 603%, from $68.3 million in 2024 to $480.3 million in 2025. The increase was primarily driven by our ability to scale our global infrastructure footprint and deploy next-generation GPUs to service growing customer demand for AI infrastructure services. The deployment of five new locations during 2025 increased available capacity and supported new customer onboarding and workload expansion. This resulted in the diversification of our customer base, with the addition of several AI natives, large startups, enterprise customers, and (later in the year) new long-term agreements with AI hyperscalers. ● Revenues from TripleTen increased by $25.3 million, or 88%, from $28.8 million in 2024 to $54.1 million in 2025. The increase was primarily driven by growth in student enrollment and an increase in average revenue per student. Total revenues for the year ended December 31, 2024 increased by $81.7 million, or 834%, from $9.8 million in 2023 to $91.5 million in 2024. ● Revenues for the Nebius business increased by $58.7 million, or 611%, from $9.6 million in 2023 to $68.3 million in 2024. The growth of the Nebius business was largely due to new customer contracts and increasing size of engagements per customer, facilitated by the expansion of our data center facilities and significant growth in the number of deployed GPUs. ● Revenues from TripleTen increased by $20.6 million, or 251%, from $8.2 million in 2023 to $28.8 million in 2024. The main driver for the growth in revenues was the growth in the number of new students on the back of the increasing penetration of the core US market as well as expansion to Latam. Avride made only a limited contribution to the total revenue for the group during both periods. Operating Costs and Expenses Cost of Revenues ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year ended December 31, ​ Changes ​ ​ ​ ​ 2023 ​ ​ ​ 2024 ​ ​ ​ 2025 ​ 2023 to 2024 ​ ​ ​ 2024 to 2025 ​ ​ (in millions of U.S. dollars) ​ (as a percentage, %) Cost of revenues ​ 19.6 43.7 166.2 ​ 123 % 280 % as a percentage of revenues ​ 200 % 48 % 31 % ​ ​ ​ ​ as a percentage of operating costs and expenses ​ 7 % 9 % 15 % ​ ​ ​ ​ 49 Table of Contents Cost of revenues for the year ended December 31, 2025 increased by $122.5 million, or 280%, from $43.7 million in 2024 to $166.2 million in 2025. The increase was primarily driven by the expansion of our Nebius AI cloud business, including a $87.4 million increase of expenses related to co-location arrangements and operating lease agreements as we scaled our infrastructure capacity, a $21.7 million increase in outsource services and data center utilities, and a $7.2 million increase in personnel-related expenses due to additional hiring to support the growth of data center operations. Cost of revenues for the year ended December 31, 2024 increased by $24.1 million, or 123%, from $19.6 million in 2023 to $43.7 million in 2024. The increase was due to the expansion of our Nebius AI cloud business. Growth accelerated in the second half of 2024, after we completed the material divestment transaction in 2024, as we were then able to increase our data center capacities in the form of co-location agreements and hiring of additional personnel. Avride and TripleTen businesses made limited contribution to the overall increase in cost of revenues in both periods. Product Development Expenses ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year ended December 31, ​ Changes ​ ​ ​ ​ 2023 ​ ​ ​ 2024 ​ ​ ​ 2025 ​ 2023 to 2024 ​ ​ ​ 2024 to 2025 ​ ​ (in millions of U.S. dollars) ​ (as a percentage, %) Product development expenses 87.1 114.8 177.3 ​ 32 % 54 % as a percentage of operating costs and expenses 29 % 23 % 16 % ​ ​ ​ ​ Product development expenses for the year ended December 31, 2025 increased by $62.5 million, or 54%, from $114.8 million in 2024 to $177.3 million in 2025. The increase was primarily due to an increase in headcount of personnel engaged in product development activities from 653 to 813. Product development expenses for the year ended December 31, 2024 increased by $27.7 million, or 32%, from $87.1 million in 2023 to $114.8 million in 2024. The increase was primarily due to an increase in headcount of personnel engaged in product development activities. Sales, General and Administrative Expenses ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year ended December 31, ​ Changes ​ ​ ​ ​ 2023 ​ ​ ​ 2024 ​ ​ ​ 2025 ​ 2023 to 2024 ​ ​ ​ 2024 to 2025 ​ ​ (in millions of U.S. dollars) ​ (as a percentage, %) Sales, general and administrative expenses 159.5 255.5 380.1 ​ 60 % 49 % as a percentage of operating costs and expenses 54 % 52 % 33 % ​ ​ ​ ​ ​ Sales, general and administrative expenses for the year ended December 31, 2025 increased by $124.6 million, or 49%, from $255.5 million in 2024 to $380.1 million in 2025. This increase was primarily due to a $28.3 million increase in personnel-related expenses, primarily reflecting higher salary expense and business travel costs associated with increased headcount, a $27.8 million increase in advertising and marketing expenses and a $21.4 million increase in share-based compensation expenses allocated to personnel engaged in sales, general and administrative activities. The increase also included a one-time, non-recurring expense of $43.6 million related to equipment loss during transportation. These increases were partially offset by a $20.5 million decrease in consulting, legal and other professional fees. Sales, general and administrative expenses for the year ended December 31, 2024 increased by $96.0 million, or 60%, from $159.5 million in 2023 to $255.5 million in 2024. This increase is primarily due to an increase of $61.7 million in consultancy, legal and professional fees which were incremental to our main operating activities, and related to the public launch of Nebius Group and the divestment transaction. The increase of $37.0 million in share-based compensation expense allocated to personnel engaged in sales, general and administrative activities was the second largest contributor to the growth, followed by a $7.4 million increase in advertising and marketing expenses, partially offset by a $10.4 million decrease in office and recruitment expenses. ​ 50 Table of Contents Depreciation and Amortization Expenses ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year ended December 31, Changes ​ ​ ​ ​ ​ 2023 ​ ​ ​ 2024 ​ ​ ​ 2025 ​ 2023 to 2024 ​ ​ ​ 2024 to 2025 ​ ​ (in millions of U.S. dollars) ​ (as a percentage, %) Depreciation and amortization expenses 29.3 77.1 417.9 ​ 163 % 442 % as a percentage of operating costs and expenses 10 % 16 % 37 % ​ ​ ​ ​ Depreciation and amortization expenses for the year ended December 31, 2025 increased by $340.8 million, or 442%, from $77.1 million in 2024 to $417.9 million in 2025. Depreciation and amortization expenses for the year ended December 31, 2024 increased by $47.8 million, or 163%, from $29.3 million in 2023 to $77.1 million in 2024. The increases in both periods were primarily attributable to higher depreciation expenses related to server and network equipment and infrastructure systems, reflecting the expansion of our data center footprint and GPU capacity in our AI cloud business, Nebius. Share-based Compensation ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year ended December 31, ​ Changes ​ ​ ​ ​ 2023 ​ ​ ​ 2024 ​ ​ ​ 2025 ​ 2023 to 2024 ​ ​ ​ 2024 to 2025 ​ ​ (in millions of U.S. dollars) ​ (as a percentage, %) Share‑based compensation expense included within: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Cost of revenues ​ 0.2 ​ 0.2 ​ 0.5 ​ — % 150 % Product development ​ 20.9 ​ 9.6 ​ 16.6 ​ (54) % 73 % Sales, general and administrative expenses ​ 7.7 ​ 44.7 ​ 66.1 ​ 481 % 48 % Total share‑based compensation expense 28.8 54.5 83.2 ​ 89 % 53 % as a percentage of operating costs and expenses 10 % 11 % 7 % ​ ​ ​ ​ Share-based compensation expense for the year ended December 31, 2025 increased by $28.7 million, or 53%, from $54.5 million in 2024 to $83.2 million in 2025. The increase was primarily attributable to growth in total headcount, the impact of restricted share units (“RSUs”) granted under the company’s equity incentive program in the second half of 2024, and grants of share options in 2025 to the Group’s senior management, including one executive director. Share-based compensation expense for the year ended December 31, 2024 increased by $25.7 million, or 89%, from $28.8 million in 2023 to $54.5 million in 2024. The increase was due to the awards of RSUs granted under the company’s equity incentive program in 2024, following a period of more than two years during which no grants had been made. See Note 14 — “Share-based compensation” of the consolidated financial statements included elsewhere in this Annual Report. Interest Income ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year ended December 31, ​ Changes ​ ​ ​ ​ 2023 ​ ​ ​ 2024 ​ ​ ​ 2025 ​ 2023 to 2024 ​ ​ ​ 2024 to 2025 ​ ​ (in millions of U.S. dollars) ​ (as a percentage, %) Interest income 3.3 63.6 31.8 ​ n/m ​ (50) % ​ Interest income for the year ended December 31, 2025 decreased from $63.6 million in 2024 to $31.8 million in 2025. The decrease was primarily attributable to the reallocation of excess cash into money market funds as part of our cash management strategy, resulting in reduced amounts invested in traditional interest-bearing financial instruments. Interest income for the year ended December 31, 2024 increased from $3.3 million in 2023 to $63.6 million in 2024. After the completion of the divestment, we placed a substantial portion of the proceeds in highly liquid, interest-bearing financial instruments. Interest Expense Interest expense for the year ended December 31, 2025 was $61.5 million. The amount was primarily attributable to contractual interest and the amortization of debt discount associated with the convertible notes issued in June and September 2025, net of interest capitalized in a total amount of $52.6 million for the year. Interest expense also included $4.5 million of interest accretion related to the significant financing component associated with prepayments received under strategic customer contracts. 51 Table of Contents No interest expense was recognized for the years ended December 31, 2023 and 2024. Gain from Revaluation of Investments in Equity Securities Gain from revaluation of investments in equity securities for the year ended December 31, 2025 was $598.9 million. The gain was attributable to the remeasurement of our investments in ClickHouse Inc. and other smaller investments, resulting in gains of $597.4 million and $1.5 million, respectively. The revaluation was based on observable price changes resulting from third-party investments in these entities during the period. In January 2026, ClickHouse completed a Series D convertible preferred stock financing (the “Series D Financing”) raising $400 million at a valuation of approximately $15 billion. The Series D Financing represents an observable price change in an orderly transaction involving equity securities of the same issuer that are similar to our investment. Accordingly, pursuant to ASC 321, we will remeasure the fair value of our investment in ClickHouse as of the transaction date and will present the results of such remeasurement in the unaudited condensed consolidated statement of operations for the quarter ending March 31, 2026. No revaluation gains or losses were recognized for the years ended December 31, 2023 and 2024. Income/(Loss) from Equity Method Investments ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year ended December 31, ​ Changes ​ ​ ​ ​ 2023 ​ ​ ​ 2024 ​ ​ ​ 2025 ​ 2023 to 2024 ​ ​ ​ 2024 to 2025 ​ ​ (in millions of U.S. dollars) ​ (as a percentage, %) Income/(loss) from equity method investments (10.9) 0.4 (24.3) ​ n/m ​ n/m ​ Loss from equity method investments was $24.3 million for the year ended December 31, 2025. The loss primarily reflects our share of losses related to our remaining interest in Toloka, which was deconsolidated in the second quarter of 2025 and subsequently accounted for under the equity method. The loss was partially offset by income recognized from cash distributions received from our minority interests in venture capital funds. Income from equity method investments was $0.4 million for the year ended December 31, 2024. The income primarily represents cash distributions received from our investments in venture capital funds. Loss from equity method investments was $10.9 million for the year ended December 31, 2023. The loss primarily reflects impairment charges related to our investments in venture capital funds, as well as our share of net losses from equity method investees. See Note 5 — “Investments in equity securities and equity investments” of the consolidated financial statements for more information. Other Income / (Loss), net ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year ended December 31, ​ Changes ​ ​ ​ ​ 2023 ​ ​ ​ 2024 ​ ​ ​ 2025 ​ 2023 to 2024 ​ ​ ​ 2024 to 2025 ​ ​ (in millions of U.S. dollars) ​ (as a percentage, %) Foreign currency exchange gain / (loss), net ​ (2.4) ​ (17.8) ​ 27.2 ​ 642% ​ n/m Gain from investments in money market funds ​ — ​ 0.8 ​ 55.2 ​ n/m ​ n/m Other income / (loss), net (1.3) ​ (0.4) ​ (1.8) ​ (69)% ​ 350% Total other income / (loss), net ​ (3.7) ​ (17.4) ​ 80.6 ​ 370% ​ n/m Other income, net was $80.6 million for the year ended December 31, 2025. The amount primarily consisted of gains from investments in money market funds of $55.2 million, reflecting returns generated on excess cash that we began investing in such funds during 2025 as part of our cash management strategy. The amount also included foreign exchange gains of $27.2 million, primarily attributable to favorable movements in currency exchange rates during 2025. Total other loss, net was $17.4 million and $3.7 million for the years ended December 31, 2024 and 2023. The amounts primarily consisted of foreign exchange losses. Foreign exchange gain/(loss) dynamics reflect changes in the U.S. dollar value (the Group’s reporting currency) of monetary assets and liabilities that are denominated in other currencies, as well as changes in the functional currencies of foreign subsidiaries' monetary assets and liabilities that are denominated in currencies different from their respective local currencies. 52 Table of Contents Adjusted EBITDA / (loss) by reportable segments Our management uses Adjusted EBITDA / (loss) as a financial measure of performance of our businesses. Adjusted EBITDA (loss) means U.S. GAAP net income/(loss) from continuing operations before (1) depreciation and amortization, (2) certain SBC expense1, (3) one-off restructuring and other expenses2, (4) interest income, (5) interest expense, (6) income/(loss) from equity method investments, (7) gain from revaluation of investments in equity securities, (8) other income/(loss), net, (9) income tax expense/(benefit). For a reconciliation between total Adjusted EBITDA / (loss) and net income / (loss) before income taxes see Note 15 — “Information about segments & geographic areas” of the consolidated financial statements included elsewhere in this Annual Report. 1 We settled certain RSU equity awards granted to employees prior to 2022 in cash during 2023 and 2024. As a result, a portion of stock-based compensation expense for 2023 and 2024 was included in Adjusted EBITDA/(loss). There were no cash settlements in 2025, as such, we excluded the entire amount of stock-based compensation expense from Adjusted EBITDA/(loss). 2 One-off restructuring and other expenses primarily include costs related to the divestment transaction in 2023 and 2024 and equipment loss during transportation in 2025. The table below presents information about the Adjusted EBITDA / (loss) of the reportable segments: ​ ​ ​ ​ ​ ​ ​ ​ ​ Year ended December 31, ​ ​ ​ ​ 2023 ​ 2024 ​ 2025 ​ ​ (in millions of U.S. dollars) Nebius ​ (134.1) ​ (128.5) 59.0 Avride (69.6) ​ (67.0) ​ (82.7) TripleTen (37.0) ​ (30.8) ​ (41.2) Total segment adjusted EBITDA loss ​ (240.7) ​ (226.3) (64.9) Adjusted EBITDA loss by reportable segments: Total segment Adjusted EBITDA / (loss) for the group for the years ended December 31, 2023, 2024 and 2025 was $240.7 million, $226.3 million and $64.9 million, respectively. Adjusted EBITDA for the Nebius business was $59.0 million in 2025 compared to an Adjusted EBITDA loss of $128.5 million in 2024. The significant improvement was primarily driven by revenue growth of more than 600%, partially offset by corresponding increases in cost of revenues and sales, general and administrative expenses. Adjusted EBITDA loss for the Nebius business improved by $5.6 million in 2024 compared to 2023 due to revenue growth, partially offset by increase in cost of revenue and sales, general and administrative expenses. Adjusted EBITDA / (loss) of Avride increased by $15.7 million in 2025 compared to 2024 primarily due to higher operating expenses associated with business expansion and development initiatives. Adjusted EBITDA loss of Avride improved by $2.6 million in 2024 compared to 2023 primarily due to a reduction in sales, general and administrative expenses. Adjusted EBITDA / (loss) of TripleTen increased by $10.4 million in 2025 compared to 2024 primarily due to targeted investments in the expansion of its customer base during the first half of 2025. Adjusted EBITDA loss of TripleTen improved by $6.2 million in 2024 compared to 2023, primarily driven by revenue growth. Liquidity and Capital Resources The group’s principal sources of liquidity to date are a combination of equity and debt financing, including convertible notes issued in June 2025 and September 2025, a public equity offering completed in September 2025 and advances received from strategic customer contracts. In November 2025, we established an at-the-market equity program covering up to 25 million Class A shares, enabling us to access equity funding on an ongoing basis. We have not used the program to date. Before 2025, the Group’s principal source of liquidity was the cash consideration received in connection with the divestment completed in 2024. As of December 31, 2025, $3,678.1 million was recorded in cash and cash equivalents. Cash equivalents mainly consist of bank deposits with original maturities of three months or fewer and investments in money market funds. The group’s main cash outflows are as follows: acquisitions of server and infrastructure equipment, investments in construction of new capacities at our proprietary data center in Finland, in build-to-suit facilities and in new greenfield sites (including land acquisition), lease payments for co-location agreements and other general corporate activities. Our 53 Table of Contents businesses expect to fund their operations, to the extent required, through debt or equity financing, as well as achieve positive operating cash flow. Contractual Obligations We have various contractual obligations and commitments, such as long-term leases, purchase commitments and long-term debt, that are disclosed in the footnotes to the consolidated financial statements. See Note 8 — “Leases” and Note 11 — “Commitments and Contingencies” of the consolidated financial statements included elsewhere in this Annual Report for more information on our lease contracts, including leases not yet commenced, and purchase commitments and other non-cancellable purchase obligations. Cash Flows Set out below is a summary of cash flows from continuing operations for the years ended December 31, 2023, 2024 and 2025. ​ ​ ​ ​ ​ ​ ​ ​ ​ Year ended December 31, ​ ​ ​ ​ 2023 ​ ​ ​ 2024 ​ ​ ​ 2025 ​ ​ (in millions of U.S. dollars) Net cash (used in)/provided by operating activities (222.0) (269.9) 401.9 Net cash (used in)/provided by investing activities (92.9) 672.0 (4,229.2) Net cash provided by financing activities — 656.8 5,125.5 Cash flows (used in)/provided by operating activities. Our primary source of cash from operating activities is cash collections from sales to our customers. Cash used in operating activities primarily consists of payments to employees and payments for operating expenses, including rent and utilities, payments to suppliers for professional and other services, and other general corporate expenditures. For the year ended December 31, 2025, net cash provided by operating activities was $401.9 million. The increase mainly resulted from advances received from customers under strategic customer agreements in amount of $982.5 million and changes in working capital reflecting improved operating margins in our Nebius AI cloud business. This was offset by changes in operating assets and liabilities primarily driven by increases in accounts receivable, VAT receivable, and other assets. For the year ended December 31, 2024, net cash used in operating activities was $269.9 million. Changes in operating assets and liabilities resulted in a net cash outflow of $72.4 million, primarily due to changes in interest receivable, accounts payable, other accrued liabilities, and prepaid expenses. Cash flows (used in)/provided by investing activities. For the year ended December 31, 2025, net cash used in investing activities was $4,229.2 million. The amount was primarily related to purchases of property and equipment of $4,066.0 million, investments in term deposits of $75.0 million, and cash paid for equity securities of ClickHouse and Toloka of $50.0 million and $42.7 million, respectively, partially offset by $4.5 million of net cash provided by other investing activities. For the year ended December 31, 2024, net cash provided by investing activities was $672.0 million. The amount primarily consisted of the net proceeds from the divestment in the aggregate amount of $1,467.4 million, including the effect of the deconsolidation of the Group’s former subsidiaries, partially offset by purchases of property and equipment in amount of $807.5 million. 54 Table of Contents Cash received for the divestment consisted of $2,458.1 million received at the first closing in May 2024 and $184.2 million received at the second closing in July 2024 (see Note 3 — “Acquisitions, Disposals and Discontinued Operations” of the consolidated financial statements included in this Annual Report). As a result of the divestment, we deconsolidated $1,174.9 million in cash and cash equivalents related to discontinued operations as of the date of the first closing. For the year ended December 31, 2023, net cash used in investing activities was $92.9 million. The amount primarily consisted of purchases of property and equipment and intangible assets of $82.9 million and investments in debt securities of $10.0 million. The table below presents information about our purchases of property and equipment and intangible assets: ​ ​ ​ ​ ​ ​ ​ ​ ​ Year ended December 31, ​ ​ ​ ​ 2023 ​ ​ ​ 2024 ​ ​ ​ 2025 ​ ​ (in millions of U.S. dollars) Purchases of property and equipment and intangible assets 82.9 807.5 4,066.0 ​ Purchases of property and equipment and intangible assets are our capital expenditures relating primarily to our investments in GPUs and data center hardware. After the completion of the divestment in July 2024 we substantially increased the pace of our investments in this area to support the growth of our core AI cloud business. Cash flows provided by financing activities. For the year ended December 31, 2025, net cash provided by financing activities was $5,125.5 million. The amount was primarily related to gross proceeds from issuance of convertible notes of $4,162.5 million, gross proceeds from sale of equity securities of $1,150.0 million, proceeds from issuance by Avride of SAFE instruments of $100.0 million and proceeds from exercise of share options of $8.4 million. In June 2025, we issued convertible notes in an aggregate principal amount of $1,000.0 million, in two equal tranches due 2029 and 2031. In September 2025, we issued additional convertible notes in an aggregate principal amount of $3,162.5 million, in two equal tranches due 2030 and 2032. The convertible notes represent senior unsecured obligations of the company. Concurrently with the September 2025 convertible notes offering, we issued 12.4 million Class A shares in a public offering for aggregate gross proceeds of $1,150.0 million. Proceeds from financing activities were partially offset by $89.3 million of issuance costs related to the convertible notes issued in June and September 2025, $23.8 million of issuance costs related to the equity offering, $181.5 million of Dutch dividend withholding tax paid in connection with the portion of the consideration for the divested businesses received in the form of the company’s Class A shares, and $0.8 million of debt repayments. For the year ended December 31, 2024, net cash provided by financing activities was $656.8 million. The amount primarily consisted of the sale of approximately 33.3 million Class A shares from treasury in a private placement completed in December 2024, which generated gross proceeds of $700.0 million. Those proceeds were partially offset by $32.5 million of issuance costs related to the private placement, $10.0 million paid to repurchase equity-classified awards associated with one of our business units, and $0.7 million of cash payments related to the repurchase of convertible notes restructured in 2022. Off-Balance Sheet Items Nebius Group does not currently engage in material off balance sheet financing arrangements, and does not have any material interest or obligation, including any contingent obligation arising out of a variable interest in entities referred to as variable interest entities, which include special purpose entities and other structured finance entities. Critical Accounting Estimates Our consolidated financial statements are prepared in accordance with U.S. GAAP. The preparation of these consolidated financial statements requires us to make judgments in selecting appropriate assumptions for calculating accounting estimates, which inherently contain some degree of uncertainty. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances, the results of which form the basis of making judgments about the carrying values of assets and liabilities and the reported amounts of revenues and expenses that are not readily apparent from other sources. Actual results may differ from these estimates 55 Table of Contents under different assumptions or conditions. The significant accounting policies affecting our financial condition and results of operations are more fully described in Note 1 — “Description of Business and Summary of Significant Accounting Policies” of the consolidated financial statements included elsewhere in this Annual Report. We believe the following estimates are most critical to aid in understanding and evaluating our reported financial results: Useful Lives of Property and Equipment Property and equipment are depreciated over their estimated useful lives on a straight-line basis. We monitor conditions related to these assets to determine whether events and circumstances warrant a revision to the remaining amortization or depreciation period. We test these assets for potential impairment whenever management concludes that events or changes in circumstances indicate that the carrying amount may not be recoverable. In estimating useful lives, we consider factors such as technological obsolescence, expected hardware refresh cycles, utilization levels, historical retirement patterns, and the period over which the assets are expected to provide economic benefit. Changes in estimated useful lives can materially affect depreciation expenses and our results of operations. Given the rapidly evolving nature of our young industry and our limited history operating under our current business model, there may be a greater risk that our estimates of useful lives may be subject to change over time. Our main assets, GPUs, are currently depreciated over four years. In January 2026, the Company completed an assessment of the useful lives of servers and network equipment based on updated information and usage patterns obtained subsequent to year-end and concluded that the estimated useful lives of such assets should be extended from four to five years. Management is considering the application of this change in accounting estimate prospectively beginning January 1, 2026. Based on the servers and network equipment placed in service as of December 31, 2025, we expect this change in accounting estimate will reduce the depreciation expenses for fiscal year 2026 by approximately $167.6 million. The actual impact in future periods will depend on the timing and level of future capital expenditures and asset retirements. We will continue to evaluate the appropriateness of our estimated useful lives and may revise them in future periods if warranted. Any such revisions will be accounted for prospectively. Recoverability of Deferred Tax Assets We recognize deferred tax assets for deductible temporary differences and net operating loss carryforwards. The recoverability of these deferred tax assets requires significant management judgment because realization depends on our ability to generate sufficient future taxable income within the applicable carryforward periods. In assessing recoverability, we evaluate both positive and negative evidence, including historical operating results, forecasts of future taxable income, the timing of reversal of existing temporary differences, and available tax planning strategies. A valuation allowance is recorded when, based on the weight of available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized. If actual results differ from management’s estimates, or if we revise our estimates of future taxable income, we may be required to increase or decrease the valuation allowance in future periods, which could materially impact income tax expense and our results of operations. Accounting for Leases We determine if an arrangement meets the definition of a lease at the inception of the lease. The accounting for leases requires significant management judgment, particularly in determining the lease term and the discount rate used to measure our right-of-use (“ROU”) assets and lease liabilities. Because our lease liabilities are measured at the present value of future lease payments, changes in these assumptions can materially affect the amount of ROU assets and lease liabilities recognized on our consolidated balance sheets, as well as lease expense over the lease term. In determining the lease term, we evaluate renewal and termination options and include such options when we are reasonably certain to exercise them. This assessment requires judgment and is influenced by factors such as the strategic importance of the facility, the availability of alternative capacity, and the level of investment in leasehold improvements. To determine the present value of our lease payments, we utilize the interest rate implicit in the lease agreement. If the implicit interest rate is unknown, we use our incremental borrowing rate based on the information available at the lease commencement date in determining the present value of future lease payments. Estimating the incremental borrowing rate requires judgment and consideration of market conditions, our credit profile, and the lease 56 Table of Contents term. Changes in the discount rate assumption could materially affect the measurement of our lease liabilities and ROU assets. We make an accounting policy election regarding the distinction of lease and non-lease components for each group of underlying assets. For co-location spaces at data center facilities, we apply an accounting policy election to separate lease and non-lease components. The allocation between lease and non-lease components affects the amount recognized as lease liabilities and operating expense. We continue to evaluate the assumptions used in measuring our lease obligations. Revisions to the lease term or discount rate assumptions, or changes in our lease portfolio, could materially affect our consolidated financial position and results of operations. Valuation of Investments in Equity Securities We hold investments in equity securities, including investments accounted for under the equity method and investments without readily determinable fair values accounted for under the measurement alternative. The valuation of these investments requires significant management judgment, particularly when assessing whether an impairment has occurred and estimating the fair value of an investment when observable market prices are not available. For equity method investments, we evaluate whether events or changes in circumstances indicate that the carrying value may not be recoverable. For investments accounted for under the measurement alternative, we perform periodic qualitative assessments to determine whether the investment is impaired. Indicators of impairment may include deterioration in the investee’s financial performance, adverse changes in market or industry conditions, reductions in recent financing valuations, or other entity-specific developments. When impairment indicators are present, we estimate the fair value of the investment, which may require the use of valuation techniques such as discounted cash flow analyses or market-based approaches using comparable company data. These valuation techniques involve significant assumptions, including projected financial results, discount rates, and market multiples, all of which are inherently uncertain. Changes in these assumptions could result in materially different fair value estimates. If we determine that an investment’s fair value is below its carrying amount and the decline is not temporary, we record an impairment charge in other income / (loss), net. Because these estimates are based on information that may be limited or not publicly available, actual results could differ from our estimates, and future impairments could materially affect our results of operations. Provisions and Contingent Liabilities We accrue a provision or contingent liability when our management determines that it is probable that an asset has been impaired or a liability has been incurred and the amount of loss can be reasonably estimated. In determining the appropriate accounting for loss contingencies, we consider the likelihood of loss or impairment of an asset or the incurrence of a liability, as well as our ability to reasonably estimate the amount of loss. Estimating provisions for contingent liabilities requires us to evaluate available information, including legal interpretations, historical experience, and discussions with external advisors. These assessments are inherently uncertain and may change as additional information becomes available or as matters are resolved. We regularly evaluate current information available to us to determine whether an accrual should be established or adjusted. Estimating the probability that a loss will occur and estimating the amount of a loss or a range of loss involves significant judgment. A significant portion of the consideration for the businesses we divested in 2024 was received in the form of our Class A shares. The acquisition of such shares by our company is treated as a repurchase of its own shares for Dutch tax purposes, which would be subject to withholding tax at a rate of 15%, unless the shares so acquired qualify as "temporary investments". Based on our use of a portion of these shares in 2024 for financing purposes and our equity incentive program, in the fourth quarter of 2024, we accrued a contingent tax liability in respect of approximately 117 million repurchased Class A shares in the amount of $180.9 million, which was subsequently settled in February 2025. The determination of this accrual required significant judgment regarding the interpretation of applicable tax regulations and the characterization of the shares for tax purposes. Different interpretations or changes in the relevant facts could have resulted in a materially different outcome. Recent Accounting Pronouncements See Note 1 — “Description of Business and Summary of Significant Accounting Policies” of our consolidated financial statements included elsewhere in this Annual Report. 57 Table of Contents Quantitative and Qualitative Disclosures About Market Risk Foreign Currency Exchange Risk Our exposure to foreign currency exchange risk significantly decreased in 2024, following the divestment transaction. We monitor our foreign currency exposures to maximize the economic effectiveness of our foreign currency positions. Our principal currency exposures include the Euro and, to a lesser extent, the Israeli shekel and Icelandic krona. For example, if the Euro had been stronger/weaker by 10% relative to the value of the U.S. dollar as of December 31, 2025 we would have recognized additional foreign exchange gains/losses before tax of $8.0 million. The functional currency of our parent company, Nebius Group N.V., is the U.S. dollar. The functional currency of the group’s other businesses that are incorporated outside the U.S. is generally the respective local currency. The U.S. dollar is our reporting currency. The financial statements of our foreign entities are translated into U.S. dollars using the current rate method, where balance sheet items are translated into U.S. dollars at the period-end exchange rates and revenue and expenses are translated using weighted average exchange rates for the relevant period. The resulting translation effects are recorded as part of accumulated other comprehensive losses in the consolidated balance sheets and amounted to a loss of $22.1 million and of $0.1 million, as of December 31, 2024 and 2025, respectively. For the years ended December 31, 2024 and 2025, we reclassified other comprehensive loss in amount of $2,428.6 million and other comprehensive income in amount of $0.8 million, respectively, from equity to earnings upon deconsolidation of the divested businesses, which consisted solely of currency translation adjustments. Interest Rate Risk As of December 31, 2025, we had cash and cash equivalents, including money market funds and short-term bank deposits, in the amount of $3,678.1 million. Our cash and cash equivalents are held for further expansion of our infrastructure facilities and for working capital purposes. We do not enter into investments for trading or speculative purposes. In June 2025 and September 2025, we issued convertible notes with an aggregate principal amount of $4,162.5 million. We carry the convertible notes on our balance sheet at face value, net of unamortized discount and issuance costs, and present their fair value for disclosure purposes only. Although the convertible notes bear interest at a fixed rate, changes in interest rates may affect their fair value. Generally, the fair value of the convertible notes increases as interest rates decline and decreases as interest rates rise. In addition, the fair value of the convertible notes may fluctuate with changes in the market price of our Class A shares. For further information refer to Note 12 — “Convertible Debt” of our consolidated financial statements included elsewhere in this Annual Report.