6-KFiling Date: Aug 26, 2026
Nebius (NBIS)
K - Nebius Group N.V.
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ACC: 0001104659-26-101076
Event Type
Foreign Report
descriptionEvent Description
Foreign Report expand_more
Event Description
Foreign ReportOn August 26, 2026, Nebius Group N.V. (NASDAQ: NBIS) furnished a Form 6-K to the SEC, including a press release announcing that all 16 resolutions proposed at its Annual General Meeting held on August 25, 2026 were adopted. Voting at the AGM comprised 238,402,543 Class A shares (238,402,543 voting rights) and 33,455,053 Class B shares (334,550,530 voting rights), voting together as a single class. Resolutions included the adoption of the 2025 accounts, discharge of the Board, re-appointment of Executive Directors Arkady Volozh and Ophir Nave, re-appointment of six Non-Executive Directors, appointment of auditors, 18-month buyback authorization, and cancellation of 2,243,621 Class C treasury shares. The Form 6-K is incorporated by reference into the Company's Form F-3ASR (File No. 333-286932) and Form S-8 (File No. 333-286934) registration statements.
Original SEC Filing Text expand_more
6-K
1
tm2624077d1_6k.htm
FORM 6-K
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
Report of Foreign Private Issuer
Pursuant to Rule 13a-16 or 15d-16 of
the Securities Exchange Act of 1934
August 26, 2026
Nebius Group N.V.
Schiphol Boulevard 165
1118 BG, Schiphol, the Netherlands.
Tel: +31 202 066 970
(Address, Including ZIP Code, and Telephone
Number,
Including Area Code, of Registrant’s Principal
Executive Offices)
Indicate by check mark whether the registrant files or will file annual
reports under cover of Form 20-F or Form 40-F.
Form 20-F
Form 40-F
Indicate
by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):
Indicate
by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):
INCORPORATION BY REFERENCE
This Report on Form 6-K is hereby incorporated by reference into
the Company’s Registration Statements on Form F-3ASR (File No. 333-286932) and Form S-8 (File No. 333-286934),
including any prospectuses forming a part of such Registration Statements, to the extent not superseded by documents or reports subsequently
filed or furnished.
Furnished as Exhibit 99.1 to this Report on Form 6-K is a
press release dated August 26, 2026, announcing the results of the matters proposed at the Nebius Group N.V. (the “Company”)
Annual General Meeting of Shareholders.
INDEX TO EXHIBITS
99.1
Press release dated August 26, 2026, announcing the results of the matters proposed at the Company’s Annual General Meeting of Shareholders.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
NEBIUS GROUP N.V.
Date: August 26, 2026
By:
/s/ Nathalie Van Wiggen
Nathalie van Wiggen
Company Secretary
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EX-99.1
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EXHIBIT 99.1
EXHIBIT 99.1
Nebius Group
N.V. announces results of its Annual General Meeting
Amsterdam, the
Netherlands — August 26, 2026 — Nebius Group N.V. (the “Company”; NASDAQ: NBIS), the AI cloud company,
today announced that all resolutions proposed at the Annual General Meeting of the Company (the “AGM”), held on August 25,
2026, have been adopted.
The total
number of Class A shares eligible to vote at the AGM was 238,402,543, with a total of 238,402,543 voting rights; the total
number of Class B shares eligible to vote at the AGM was 33,455,053, with a total of 334,550,530 voting rights. Each
Class A share carries one vote; each Class B share carries ten votes. The Class A shares and Class B shares
voted together as a single class on all matters at the AGM.
Results of the
AGM
Below are the results
of each proposal presented to the AGM:
Item 1: Extension
of term to prepare 2025 Accounts
Number of Votes For
Number of Votes Against
Number of Votes Abstained
399,009,899
119,540
3,950,754
Item 2: Adoption
of the 2025 Accounts
Number of Votes For
Number of Votes Against
Number of Votes Abstained
399,035,668
93,281
3,951,244
Item 3: Discharge
of the Board for liabilities to the Company
Number of Votes For
Number of Votes Against
Number of Votes Abstained
397,925,569
1,028,935
4,125,689
Item 4: Re-appointment
of Arkady Volozh as an Executive Director
Number of Votes For
Number of Votes Against
Number of Votes Abstained
377,275,928
21,732,302
4,071,963
Item 5: Re-appointment
of Ophir Nave as an Executive Director
Number of Votes For
Number of Votes Against
Number of Votes Abstained
381,408,394
16,914,465
4,757,334
Item 6: Re-appointment
of John Boynton as a Non-Executive Director
Number of Votes For
Number of Votes Against
Number of Votes Abstained
371,282,505
27,776,619
4,021,069
Item 7: Re-appointment
of Elena Bunina as a Non-Executive Director
Number of Votes For
Number of Votes Against
Number of Votes Abstained
380,548,008
18,493,024
4,039,161
Item 8: Re-appointment
of Arne Grimme as a Non-Executive Director
Number of Votes For
Number of Votes Against
Number of Votes Abstained
397,291,738
1,090,960
4,697,495
Item 9: Re-appointment
of Kira Radinsky as a Non-Executive Director
Number of Votes For
Number of Votes Against
Number of Votes Abstained
388,247,361
10,099,710
4,733,122
Item 10: Re-appointment
of Charles Ryan as a Non-Executive Director
Number of Votes For
Number of Votes Against
Number of Votes Abstained
378,168,056
20,169,090
4,743,047
Item 11: Re-appointment
of Matthew Weigand as a Non-Executive Director
Number of Votes For
Number of Votes Against
Number of Votes Abstained
397,288,530
1,093,825
4,697,838
Item 12: Appointment
of Auditors
Number of Votes For
Number of Votes Against
Number of Votes Abstained
402,937,752
59,723
82,718
Item 13: Designation
of the Board of Directors as the competent body to issue Class A Shares up to an additional 20% of the issued share capital (excluding
Class C Shares) of the Company from time to time for a period of five years from the AGM Date
Number of Votes For
Number of Votes Against
Number of Votes Abstained
375,374,419
23,704,865
4,000,909
2
Item 14: Designation
of the Board of Directors as the competent body to exclude pre-emptive rights of the existing shareholders in respect of the issue of
Class A Shares for a period of five years from the AGM Date
Number of Votes For
Number of Votes Against
Number of Votes Abstained
369,944,562
29,062,939
4,072,692
Item 15: Authorization
of the Board of Directors for a period of 18 months to repurchase shares in the capital of the Company up to 20% of the issued share
capital from time to time, in the case of Class A shares, against a purchase price equal to the market price on the Nasdaq Global
Select Market of the Class A shares at the time of repurchase
Number of Votes For
Number of Votes Against
Number of Votes Abstained
376,763,782
22,287,322
4,029,089
Item 16: Cancellation
of 2,243,621 Class C shares of the Company held in treasury
Number of Votes For
Number of Votes Against
Number of Votes Abstained
398,989,648
138,881
3,951,664
For further information, please visit
https://nebius.com/shareholder-meetings.
About Nebius
Nebius, the AI
cloud company, is building the full-stack platform for developers and companies to take charge of their AI future — from data and
model training to production deployment. Founded on deep in-house technological expertise and operating at scale with a rapidly expanding
global footprint, Nebius serves startups and enterprises building AI products, agents and services worldwide.
Nebius is listed
on Nasdaq (Nasdaq: NBIS) and headquartered in Amsterdam.
For more information
please visit www.nebius.com.
Media kit nebius.com/media-kit.
Contacts
Media relations:
[email protected]
Investor relations:
[email protected]
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auto_awesomeDeep Analysis
Deep Analysis
Nebius Group N.V. (NASDAQ: NBIS) reported that all 16 proposals at its August 25, 2026 Annual General Meeting were adopted — a routine governance filing with no operational or financial impact.
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