Nebius Group N.V.

Schiphol Boulevard 165 1118 BG, Schiphol, the Netherlands.

Schiphol Boulevard 165 1118 BG, Schiphol, the Netherlands. Tel: +31 202 066 970

NEBIUS GROUP N.V.

Schiphol Boulevard 165 1118 BG, Schiphol, the Netherlands.

YANDEX N.V. Schiphol Boulevard 165 1118 BG, Schiphol, the Netherlands. Tel: +31 202 066 970

Amounts borrowed under the Facility Agreement are subject to an interest rate per annum equal to Term SOFR (with a floor of 0.00%) plus an applicable margin of 2.50% per annum for a one-month interest period.

All obligations under the Facility Agreement are secured, subject to certain exceptions, by substantially all of each Borrower’s assets, and the shares of the Borrowers held indirectly by the Company.

The Borrowers are required to comply with certain financial covenants under the Facility Agreement, including a debt service coverage ratio of 1.15:1.00 and a minimum liquidity requirement.

The Borrowers may voluntarily prepay outstanding loans under the Facility Agreement upon ten business days’ prior notice to the Agent without premium or penalty, other than customary “breakage” costs.

The Facility Agreement provides for a senior secured term loan facility in an aggregate principal amount of approximately $775 million.

Indenture dated as of March 20, 2026, between the Company and U.S. Bank Trust Company, National Association, as trustee, for the 2.625% Convertible Senior Notes due 2033

Indenture dated as of March 20, 2026, between the Company and U.S. Bank Trust Company, National Association, as trustee, for the 1.250% Convertible Senior Notes due 2031

upsized private offering of $4 billion of convertible senior notes

Press release of the Company dated March 17, 2026, announcing the launch of the Company’s private offering of $3.75 billion convertible senior notes

The Warrant is exercisable at a purchase price of $0.0001 per Class A ordinary share (the “Exercise Price”) to purchase an aggregate of 21,065,936 Class A ordinary shares, nominal value €0.01 per share (the “Warrant Shares”), subject to certain adjustments in accordance with the terms of the Warrant.

Upon exercise of the Warrant, the Warrant Shares will be delivered to the Purchaser from the Company’s treasury or as newly issued Warrant Shares from the Company’s authorized capital stock.

Pursuant to the Securities Purchase Agreement, the Company agreed to sell (the “Private Placement”) a pre-funded Class A ordinary shares purchase warrant (the “Warrant”) in a private placement for aggregate gross proceeds of approximately $2 billion.

The upfront consideration is payable in cash.

Cash flow coming from the Agreement will be utilized to finance part of the capital expenditure associated with the Agreement.

Furnished as Exhibit 99.1 to this Report on Form 6-K is a press release of Avride Group, Inc., a subsidiary of Nebius Group N.V., dated October 22, 2025, announcing a strategic investment and other commitments of up to $375 million backed by Uber and Nebius.

Furnished as Exhibit 99.1 to this Report on Form 6-K is the press release by Nebius Group N.V. (the “Company”) announcing the exercise of the underwriters’ option to purchase an additional 1,621,621 Class A shares in the Company’s previously announced underwritten public offering at the offering price of $92.50, less underwriting discounts and commissions.

Form of 2.75% Convertible Senior Note due 2032 (included in Exhibit 4.3)

Form of 1.00% Convertible Senior Note due 2030 (included in Exhibit 4.1)

Press release of the Company dated September 10, 2025, announcing the pricing of the Company’s $1 billion public offering of Class A ordinary shares

Press release of the Company dated September 10, 2025, announcing the pricing of the Company’s upsized private offering of $2.75 billion of convertible senior notes

The obligations of the parties under the Agreement will commence upon the confirmation by Nebius to Microsoft that it has secured any additional financing required in respect of the capital expenditures under the Agreement.

Cash flow coming from the Agreement will be utilized to finance part of the capital expenditure associated with the Agreement.

The Company may elect to redeem the Notes, in whole or in part (subject to certain limitations), for cash on or after December 10, 2026 (approximately 18 months after closing), in the case of the 2029 Notes, and on or after June 10, 2027 (approximately 24 months after closing), in the case of the 2031 Notes, in each case before the 30th scheduled trading day immediately before the respective maturity date, but only if the last reported sale price per Class A ordinary share is equal to or greater than 130% of the product of the then-applicable conversion price and the Accretion Ratio for a specified period of time.

The Notes have an initial conversion rate of 19.4363 Class A ordinary shares of the Company per $1,000 original principal amount of the Notes, which is equivalent to an initial conversion price of approximately $51.45 per Class A ordinary share, representing an initial conversion premium of approximately 40% over the last reported sale price of the Company’s Class A ordinary shares on the Nasdaq Global Select Market of $36.75 on May 30, 2025.

The Notes will mature on June 5, 2029 and June 5, 2031, respectively, unless earlier redeemed, repurchased or converted in accordance with their terms prior to such dates.

The Notes will also be redeemable at the option of the Company following the occurrence of certain tax law changes.

Following delivery of a redemption notice by the Company, holders of the Notes will have the right, at their option, to convert their Notes prior to the redemption date based on the then-applicable conversion rate per original principal amount of Notes. Such conversions will be settled as described above. No make-whole adjustments to the conversion rate will be made in connection with any optional redemption or tax redemption.

The redemption price in each case will be equal to the Accreted Principal Amount at the time of the Notes to be redeemed, plus accrued and unpaid interest, if any, on the original principal amount of such Notes to, but excluding, the redemption date.

For the avoidance of doubt, for the purposes of the exercise of any conversion rights in respect of the Notes, the conversion rate and conversion price will be based on the original principal amount of the Notes, and not the Accreted Principal Amount.

The conversion rate and conversion price per original principal amount of Notes will be subject to customary adjustments upon the occurrence of certain events. For conversions made in connection with a “make-whole fundamental change”, as defined in the respective Indentures, the conversion rate will be increased based on a customary make-whole table.

Prior to the close of business on the business day immediately before the date that is two months prior to the respective maturity date of the Notes, the Notes of such tranche will be convertible only upon satisfaction of certain conditions and during certain periods, including if the sale price of the Class A ordinary shares over a specified period of time is equal to or greater than 130% of the product of the then-applicable conversion price and the ratio of the Accreted Principal Amount at the time to the original principal amount of the Notes (the “Accretion Ratio”). From the date that is two months prior to the respective maturity date of the Notes, the Notes of such tranche will be convertible at any time at the election of the holders of the Notes until the close of business on the second scheduled trading day immediately preceding the respective maturity date.

Taking into account the Accreted Principal Amount payable at maturity, the effective conversion price of the 2029 Notes is equal to approximately $61.74 per Class A ordinary share at maturity, implying an effective conversion premium of approximately 68%, and the effective conversion price of the 2031 Notes is equal to approximately $64.31 per Class A ordinary share at maturity, implying an effective conversion premium of approximately 75%.

The Company will settle conversions of the Notes by paying or delivering, as applicable, cash, Class A ordinary shares or a combination of cash and Class A ordinary shares, at the Company’s election, based on the then-applicable conversion rate per original principal amount of Notes.

Holders of the Notes have the right to require the Company to repurchase all or a portion of their Notes upon the occurrence of a fundamental change (as defined in the Indentures) at a cash repurchase price of 100% of their respective Accreted Principal Amount at the time, plus accrued and unpaid interest, if any, on the original principal amount of their Notes to, but excluding, the applicable repurchase date.

The Notes are senior, unsecured obligations of the Company and bear interest on the original principal amount thereof at an annual rate of 2.00%, in the case of the 2029 Notes, and 3.00%, in the case of the 2031 Notes, payable semi-annually in arrears on June 5 and December 5, beginning on December 5, 2025.

The original principal amount of the Notes plus an amount accreted thereon (together, the “Accreted Principal Amount”) will be payable on the respective maturity date and upon an event of default (as defined in the respective Indentures), unless the relevant Notes have been earlier repurchased, redeemed or converted in accordance with their terms. The Accreted Principal Amount shall be calculated in accordance with an accretion schedule included in the respective Indentures, such that it reaches 120% of the original principal amount of the 2029 Notes and 125% of the original principal amount of the 2031 Notes on the respective maturity dates.

The Company intends to use the net proceeds of the issuance of the Notes to support finance the continuing growth of its business, including the acquisition of additional compute power, the expansion of its data center footprint, and for general corporate purposes.

The Notes have been sold only to investors who are “qualified institutional buyers” as defined in Rule 144A under the Securities Act.

in two tranches: $500,000,000 aggregate principal amount of 2.00% convertible notes due 2029 (the “2029 Notes”), and $500,000,000 aggregate principal amount of 3.00% convertible notes due 2031 (the “2031 Notes” and, together with the 2029 Notes, the “Notes”).

Taking into account the Accreted Principal Amount payable at maturity, the effective conversion price of the 2029 Notes is equal to approximately $61.74 per Class A ordinary share at maturity, implying an effective conversion premium of approximately 68%, and the effective conversion price of the 2031 Notes is equal to approximately $64.31 per Class A ordinary share at maturity, implying an effective conversion premium of approximately 75%.

Holders of the Notes will have the right to require the Company to repurchase all or a portion of their Notes upon the occurrence of a fundamental change (as defined in the Indentures) at a cash repurchase price of 100% of their respective Accreted Principal Amount at the time, plus accrued and unpaid interest, if any, on the original principal amount of their Notes to, but excluding, the applicable repurchase date.

The redemption price in each case will be equal to the Accreted Principal Amount at the time of the Notes to be redeemed, plus accrued and unpaid interest, if any, on the original principal amount of such Notes to, but excluding, the redemption date.

The original principal amount of the Notes plus an amount accreted thereon (together, the “Accreted Principal Amount”) will be payable on the respective maturity date and upon an event of default (as defined in the respective Indentures), unless the relevant Notes have been earlier repurchased, redeemed or converted in accordance with their terms.

Prior to the close of business on the business day immediately before the date that is two months prior to the respective maturity date of the Notes, the Notes of such tranche will be convertible only upon satisfaction of certain conditions and during certain periods, including if the sale price of the Class A ordinary shares over a specified period of time is equal to or greater than 130% of the product of the then-applicable conversion rate and the ratio of the Accreted Principal Amount at the time to the original principal amount of the Notes (the “Accretion Ratio”).

The Notes will be senior, unsecured obligations of the Company and will bear interest on the original principal amount thereof at an annual rate of 2.00%, in the case of the 2029 Notes, and 3.00%, in the case of the 2031 Notes, payable semi-annually in arrears on June 5 and December 5, beginning on December 5, 2025.

The Notes will have an initial conversion rate of 19.4363 Class A ordinary shares of the Company per $1,000 original principal amount of the Notes, which is equivalent to an initial conversion price of approximately $51.45 per Class A ordinary share, representing an initial conversion premium of approximately 40% over the last reported sale price of the Company’s Class A ordinary shares on the Nasdaq Global Select Market of $36.75 on May 30, 2025.

The Notes will mature on June 5, 2029 and June 5, 2031, respectively, unless earlier redeemed, repurchased or converted in accordance with their terms prior to such dates.

The Accreted Principal Amount shall be calculated in accordance with an accretion schedule included in the respective Indentures, such that it reaches 120% of the original principal amount of the 2029 Notes and 125% of the original principal amount of the 2031 Notes on the respective maturity dates.

The Company will settle conversions of the Notes by paying or delivering, as applicable, cash, Class A ordinary shares or a combination of cash and Class A ordinary shares, at the Company’s election, based on the then-applicable conversion rate per original principal amount of Notes.

The Company may elect to redeem the Notes, in whole or in part (subject to certain limitations), for cash on or after December 10, 2026 (approximately 18 months after closing), in the case of the 2029 Notes, and on or after June 10, 2027 (approximately 24 months after closing), in the case of the 2031 Notes, in each case before the 30th scheduled trading day immediately before the respective maturity date, but only if the last reported sale price per Class A ordinary share is equal to or greater than 130% of the product of the then-applicable conversion rate and the Accretion Ratio for a specified period of time.

The Company intends to use the net proceeds of the issuance of the Notes to finance the continuing growth of its business, including the acquisition of additional compute power, the expansion of its data center footprint, and for general corporate purposes.

The Notes are being sold only to investors who are “qualified institutional buyers” as defined in Rule 144A under the Securities Act.

The aggregate gross proceeds to the Company are approximately $700 million, before deducting offering expenses.

The Class A Shares were offered without any general solicitation by the Company or its representatives.

The Company intends to use the net proceeds from the Private Placement to support its previously announced plans to further build out its full-stack AI infrastructure – including large-scale GPU clusters, cloud platforms and tools and services for developers – for AI pioneers globally.

The Private Placement was exempt from the registration requirements of the Securities Act pursuant to the exemption for transactions by an issuer not involving any public offering under Section 4(a)(2) of the Securities Act and Rule 506 of Regulation D of the Securities Act and in reliance on similar exemptions under applicable state laws.

Each Purchaser represented that it is an accredited investor within the meaning of Rule 501(a) of Regulation D and is acquiring the Shares as principal for its own account and not with a view to or for distributing or reselling the Class A Shares.

The Company intends to use the net proceeds from the Private Placement to support its previously announced plans to further build out its full-stack AI infrastructure – including large-scale GPU clusters, cloud platforms and tools and services for developers – for AI pioneers globally.

The Private Placement is exempt from the registration requirements of the Securities Act pursuant to the exemption for transactions by an issuer not involving any public offering under Section 4(a)(2) of the Securities Act and Rule 506 of Regulation D of the Securities Act and in reliance on similar exemptions under applicable state laws.

The aggregate gross proceeds to the Company will be approximately $700 million, before deducting offering expenses.

for the private placement (the “Private Placement”) of an aggregate of 33,333,334 Class A ordinary shares (the “Shares”), nominal value €0.01 per share (the “Class A Shares”), at a purchase price of $21.00 per Class A Share

The consideration at the second closing will be paid in a combination of up to 108 million Class A shares of Yandex N.V., with the balance (if any) to be paid in Chinese Yuan outside Russia.

The consideration at the second closing will be paid in a combination of up to 108 million Class A shares of Yandex N.V., with the balance (if any) to be paid in Chinese Yuan outside Russia.

During the fiscal years ended December 31, 2025 and 2024 and through the date hereof, there was no disagreement between the Company and Reanda on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreement, if not resolved to the satisfaction of Reanda, would have caused it to make reference to the subject matter of such disagreement in connection with its audit reports on the Company’s financial statements.

Such dismissal and termination is to be effective following completion of Reanda’s audit of the Company’s financial statements for the financial year ending December 31, 2025 and review of the Company’s financial statements for the first quarter ending March 31, 2026, and upon shareholder approval of the appointment of the Company’s new independent registered public accounting firm at the Company’s 2026 annual general meeting.

As a result of that review, the Audit Committee recommended to the Board, and the Board approved, the dismissal and termination of Reanda Audit & Assurance B.V. (“Reanda”).

The Audit Committee has recommended to the Board, and the Board resolved on February 3, 2026, to recommend that the General Meeting of the Company approve the appointment of Deloitte as the Company’s independent registered public accounting firm at the Company’s 2026 Annual General Meeting, subject to Deloitte’s completion of its standard client acceptance procedures.

The Audit Committee (the “Audit Committee”) of the Board conducted a review process to consider the selection of the Company’s independent registered public accounting firm for the audit of the Company’s financial statements for the fiscal year ending December 31, 2026.

Date: November 13, 2025 By: /s/ BOAZ TAL Boaz Tal General Counsel

By: /s/ BOAZ TAL Boaz Tal General Counsel

By: /s/ BOAZ TAL Boaz Tal General Counsel

By: /s/ BOAZ TAL Boaz Tal General Counsel

By: /s/ BOAZ TAL Boaz Tal General Counsel

Furnished as Exhibit 99.1 to this Report on Form 6-K is a press release of Nebius Group N.V. (the “Company”) dated May 28, 2025, announcing the appointment of Marc Boroditsky as Chief Revenue Officer of the Company.

By: /s/ BOAZ TAL Boaz Tal General Counsel

By: /s/ BOAZ TAL Boaz Tal General Counsel

By: /s/ OPHIR NAVE Ophir Nave Executive Director and Chief Operating Officer

By: /s/ JOHN BOYNTON John Boynton Chairman of the Board

By: /s/ JOHN BOYNTON John Boynton Chairman of the Board

By: /s/ John Boynton John Boynton Chairman of the Board

By: /s/ John Boynton John Boynton Chairman of the Board

By: /s/ John Boynton John Boynton Chairman of the Board

By: /s/ John Boynton John Boynton Chairman of the Board

By: /s/ John Boynton John Boynton Chairman of the Board

By: /s/ JOHN BOYNTON John Boynton Chairman of the Board

The members of the Board of Directors are currently John Boynton (Chairman), Rogier Rijnja and Charles Ryan.

Further, four Russian members of our Board resigned with effect from first closing.

By: /s/ Alexander balakhnin Alexander Balakhnin Chief Financial Officer

Date: March 28, 2024 By: /s/ Alexander balakhnin Alexander Balakhnin Chief Financial Officer

By: /s/ Alexander balakhnin Alexander Balakhnin Chief Financial Officer

By: /s/ Alexander balakhnin Alexander Balakhnin Chief Financial Officer

By: /s/ Alexander balakhnin Alexander Balakhnin Chief Financial Officer

Alexander Balakhnin Chief Financial Officer

Filed as Exhibit 99.1 to this Report on Form 6-K is a press release of Nebius Group N.V. (the “Company”) dated August 12, 2026, announcing the Company’s unaudited consolidated financial results for the second quarter ended June 30, 2026.

Furnished as Exhibit 99.1 to this Report on Form 6-K is the Operating and Financial Review and Prospects of Nebius Group N.V. (the “Company”) for the Three and Six Months Ended June 30, 2025 and 2026.

Furnished as Exhibit 99.2 to this Report on Form 6-K are the Unaudited Condensed Consolidated Financial Statements of the Company as of and for the Three and Six Months Ended June 30, 2025 and 2026.

Furnished as Exhibit 99.2 to this Report on Form 6-K is a Letter to Shareholders of the Company dated August 12, 2026.

Exhibit 99.1 to 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.

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 the Notice, Agenda and Explanatory Notes relating to the Annual General Meeting.

On July 27, 2026, Nebius Group N.V. (the “Company”) gave notice of its Annual General Meeting of Shareholders of the Company to be held on August 25, 2026 (the “Annual General Meeting”).

On July 10, 2026, Nebius Compute II, LLC, a Delaware limited liability company (the “US Borrower”), and Nebius Compute II Oy, a Finnish limited liability company (the “Finnish Borrower”; together with the US Borrower, the “Borrowers”), each an indirect wholly owned subsidiary of Nebius Group N.V. (the “Company”), entered into a Senior Facility Agreement (the “Facility Agreement”) with (i) MUFG Bank, Ltd., London Branch, as mandated lead arranger, underwriter, sole bookrunner and structuring agent, and as agent on behalf of the financial institutions party thereto (the “Lenders”), and the Security Agent (as defined below) (in such capacity, the “Agent”), (ii) the Lenders and (iii) Kroll Trustee Services Limited, as security trustee for the Lenders (in such capacity, the “Security Agent”).

The Facility Agreement contains other affirmative and negative covenants and customary events of default.

Subject to certain exceptions, the Company has provided (i) a non-recourse guaranty for specified “bad acts” of the Borrowers and (ii) a performance guarantee of certain obligations of Nebius B.V., Dutch private limited liability company and wholly owned subsidiary of the Company (in its capacity as manager), under a management agreement, and Nebius DC Oy, a Finnish limited liability company and indirect wholly owned subsidiary of the Company, under a data center colocation agreement.

The Facility Agreement was entered into primarily to finance the buildout of the Company’s AI cloud.

announcing the closing of the acquisition of MagicByte, Inc. (d/b/a Eigen AI Labs) by the Company.

Furnished as Exhibit 99.2 to this Report on Form 6-K are the Unaudited Condensed Consolidated Financial Statements of the Company as of and for the Three Months Ended March 31, 2025 and 2026.

Furnished as Exhibit 99.1 to this Report on Form 6-K is the Operating and Financial Review and Prospects of Nebius Group N.V. (the “Company”) for the First Quarter and Three Months Ended March 31, 2025 and 2026.

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.

Filed as Exhibit 99.1 to this Report on Form 6-K is a press release of Nebius Group N.V. (the “Company”) dated May 13, 2026, announcing the Company’s unaudited consolidated financial results for the first quarter ended March 31, 2026.

Furnished as Exhibit 99.2 to this Report on Form 6-K is a Letter to Shareholders of the Company dated May 13, 2026.

Exhibit 99.1 to 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.

On May 1, 2026, Nebius Group N.V. (“Nebius”), Empire Acquisition Corp 1, Inc., a wholly owned subsidiary of Nebius (“Merger Sub 1”) and Empire Acquisition Corp 2, Inc., a wholly owned subsidiary of Nebius (“Merger Sub 2”) entered into an agreement and plan of merger (the “Merger Agreement”) with MagicByte, Inc. (d/b/a Eigen AI Labs) (the “Target”), and certain other parties thereto

The consideration under the Merger Agreement will consist of up to approximately $98 million in cash, subject to adjustments, and approximately 3.8 million Nebius Class A shares, in each case, subject to the terms and conditions set forth in the Merger Agreement.

With respect to the stock consideration, the founders and the other continuing employees will receive 15% of their applicable stock consideration at closing with the remaining stock consideration subject to time-based restrictions on transfer, and forfeiture in certain cases, over a four-year period.

pursuant to which the parties intend to effectuate two mergers (the “Mergers”), whereby Merger Sub 1 will merge with and into the Target, with the Target continuing as the intermediate surviving corporation (the “Intermediate Surviving Entity”), then, immediately thereafter, the Intermediate Surviving Entity will merge with and into Merger Sub 2, with Merger Sub 2 continuing as the surviving entity and a wholly owned subsidiary of Nebius and the surviving corporation of the Merger.

The boards of directors of both Nebius and the Target have approved the transaction, and the transaction is not subject to the approval of the shareholders of Nebius.

The closing of the transactions contemplated under the Merger Agreement is also subject to customary closing conditions for a transaction of this type, including antitrust clearance, and is expected to occur in the coming months.

A press release announcing the signing of the Merger Agreement is attached as Exhibit 99.1.

Exhibit 99.1 to 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.

Press release of the Company dated March 20, 2026, announcing the closing of the Company’s private offering of convertible senior notes

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.

Press release of the Company dated March 17, 2026, announcing the pricing of the Company’s upsized private offering of $4 billion of convertible senior notes

This Order has a potential total contract value of up to $15 billion.

The Agreement and the initial Orders thereunder have a total contract value of up to approximately $27 billion.

A further Order establishes an arrangement that provides Meta with access to any unsold capacity in respect of certain GPU clusters as specified in the Agreement.

The Agreement and Orders contain customary provisions for an agreement of this nature, including termination, service level commitments, discounted monthly fees for late delivery, representations and warranties, indemnities, and limitations of liability.

On March 13, 2026, Nebius, Inc. (the “Company”), a wholly owned subsidiary of Nebius Group N.V., entered into an Infrastructure Service Agreement (the “Agreement”) with Meta Platforms, Inc. (“Meta”), pursuant to which the Company and Meta will enter into a series of orders, each for a duration of 5 years (each an “Order”).

Under the terms of this Order, in instances where the relevant capacity is not sold by Nebius to other customers, Meta is obligated to purchase such unsold capacity for the remainder of the period ending 5 years from the date on which such unsold capacity was initially deployed.

These Orders have a total contract value of $12 billion.

Certain of the Orders are for dedicated GPU capacity clusters across multiple locations, and for a duration of 5 years, with deployments in tranches starting early 2027, and each order with associated storage and connectivity services.

It is the Company’s current intention to sell such capacity in its AI cloud to third-party customers.

Until the date that is six (6) months following the Issue Date, the Purchaser agrees that, without the prior written consent of the Company, it shall not offer, sell, contract to sell, pledge or otherwise dispose of, directly or indirectly, either the Warrant or the Warrant Shares.

The Warrant may be exercised by the Purchaser at any time and from time to time on or after the Issue Date, subject to certain conditions, and will expire on the date on which the Warrant is exercised in full.

On March 11, 2026 (the “Issue Date”), Nebius Group N.V. (the “Company”) entered into a securities purchase agreement (the “Securities Purchase Agreement”) with NVIDIA Corporation (the “Purchaser”).

Pursuant to the Securities Purchase Agreement, on March 11, 2026, the Company issued the Warrant to the Purchaser.

Press Release Furnished as Exhibit 99.1 to this Report on Form 6-K is a joint press release of the Company and the Purchaser, dated March 11, 2026, announcing the Company’s Private Placement and a strategic partnership to scale full-stack AI cloud.

The Private Placement is exempt from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), pursuant to the exemption for transactions by an issuer not involving any public offering under Section 4(a)(2) of the Securities Act and Rule 506 of Regulation D of the Securities Act and in reliance on similar exemptions under applicable state laws.

The Company intends to use the net proceeds from the Private Placement to support the investments needed to develop its Full-Stack AI Cloud as well as the development and construction of greenfield data centers.

Furnished as Exhibit 99.2 to this Report on Form 6-K is a Letter to Shareholders of the Company dated February 12, 2026.

The Company has provided Reanda with a copy of the foregoing disclosures and has requested that Reanda furnish a letter addressed to the SEC stating whether it agrees with such statements. A copy of Reanda’s letter, dated February 12, 2026, is filed as Exhibit 99.1 to this Form 6-K.

Filed as Exhibit 99.1 to this Report on Form 6-K is a press release of Nebius Group N.V. (the “Company”) dated February 12, 2026, announcing the Company’s unaudited consolidated financial results for the fourth quarter and full-year ended December 31, 2025.

Common stockholders of Tavily will also be eligible to receive a further consideration amount based on the achievement of mutually agreed upon performance targets over a specified period; the amount earned, if any, will be satisfied at Nebius’s election in cash or in Nebius Class A shares (based on the market price of such Class A shares at the time of settlement), or a combination thereof.

On February 9, 2026, Nebius Group N.V. (“Nebius”) and Simba Acquisition Corp., a wholly owned subsidiary of Nebius (the “Merger Sub”), entered into an agreement and plan of merger (the “Merger Agreement”) with AlphaAI Technologies, Inc. (the “Target”), and certain other parties thereto,, pursuant to which the parties intend to effectuate a merger (the “Merger”) of the Merger Sub with and into Target, with Target becoming a wholly owned subsidiary of Nebius and the surviving corporation of the Merger.

The boards of directors of both Nebius and Tavily have approved the transaction, and the transaction is not subject to the approval of the shareholders of Nebius.

The closing of the transaction contemplated under the Merger Agreement is also subject to customary closing conditions and is expected to occur in the coming days.

The transaction value has not been disclosed.

Furnished as Exhibit 99.1 to this Report on Form 6-K is the Operating and Financial Review and Prospects of Nebius Group N.V. (the “Company”) for the Third Quarter and Nine Months Ended September 30, 2024 and 2025.

Furnished as Exhibit 99.2 to this Report on Form 6-K are the Unaudited Condensed Consolidated Financial Statements of the Company as of and for the Three and Nine Months Ended September 30, 2024 and 2025.

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.

The Agreement and Order contain customary provisions for an agreement of this nature, including termination, service level commitments, discounted monthly fees for late delivery, representations and warranties, indemnities, and limitations of liability.

Equity Distribution Agreement dated November 12, 2025, between the Company and Goldman Sachs & Co. LLC, Morgan Stanley & Co. LLC, BofA Securities, Inc., and Citigroup Global Markets Inc. as managers.

Meta may also extend the term of the GPU Services and/or acquire additional services and/or capacity under the Agreement.

As of November 1, 2025, Nebius, Inc. (the “Company”), a wholly owned subsidiary of Nebius Group N.V., entered into a commercial agreement (the “Agreement”) with Meta Platforms, Inc. (“Meta”),

Once the first tranche is live, if, following a grace period, the Company fails to meet agreed delivery dates for the second tranche of the GPU Services, Meta has the right to terminate that second tranche of GPU Services but not the first tranche.

pursuant to which, under the first order form under that Agreement (the “Order”), the Company will provide Meta access to two dedicated GPU infrastructure capacity clusters (each, a “GPU Service”) over a five-year term.

In the event that, following a grace period, the Company fails to meet agreed delivery dates for the first tranche of the GPU Services, Meta has the right to terminate the Order.

The Order has a total contract value of approximately $2.9 billion.

The GPU Services will be deployed in two tranches during December 2025 and February 2026, along with associated storage and connectivity services.

Date: November 12, 2025

Filed as Exhibit 99.1 to this Report on Form 6-K is a press release of Nebius Group N.V. (the “Company”) dated November 11, 2025, announcing the Company’s unaudited consolidated financial results for the third quarter ended September 30, 2025.

Furnished as Exhibit 99.2 to this Report on Form 6-K is a Letter to Shareholders of the Company dated November 11, 2025.

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 of Avride Group, Inc., a subsidiary of Nebius Group N.V., dated October 22, 2025, announcing a strategic investment and other commitments of up to $375 million backed by Uber and Nebius.

Furnished as Exhibit 99.1 to this Report on Form 6-K is a press release of Avride Group, Inc., a subsidiary of Nebius Group N.V., dated October 22, 2025, announcing a strategic investment and other commitments of up to $375 million backed by Uber and Nebius.

Indenture dated as of September 15, 2025, between the Company and U.S. Bank Trust Company, National Association, as trustee, for the 2.75% Convertible Senior Notes due 2032

Indenture dated as of September 15, 2025, between the Company and U.S. Bank Trust Company, National Association, as trustee, for the 1.00% Convertible Senior Notes due 2030

Press release of the Company dated September 15, 2025, announcing the closings of the Company’s public offering of Class A ordinary shares and concurrent private offering of convertible senior notes

Underwriting Agreement dated September 10, 2025, between the Company and Goldman Sachs & Co. LLC, as representative of the several underwriters named therein

Furnished as Exhibit 99.3 to this Report on Form 6-K is a copy of the Clawback Policy of the Company.

Furnished as Exhibit 99.1 to this Report on Form 6-K is the Operating and Financial Review and Prospects of Nebius Group N.V. (the “Company”) for the First Half of the Years 2025 and 2024.

Furnished as Exhibit 99.2 to this Report on Form 6-K are the Unaudited Condensed Consolidated Financial Statements of the Company as of and for the six months ended June 30, 2025.

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.

On September 8, 2025, Nebius, Inc. (the “Company”), a wholly owned subsidiary of Nebius Group N.V. (“Nebius Group”), entered into a commercial agreement (the "Agreement") with Microsoft,

Microsoft may also acquire additional services and/or capacity under the Agreement, which would increase the total contract value to about $19.4 billion.

Either party may terminate the Agreement for cause due to the other party’s material breach (if not remedied within 60 days); or (ii) if the other party ceases doing business, terminates its existence, dissolves or liquidates, or proceedings are instituted by or against it under any bankruptcy or insolvency law (which proceedings are not dismissed within 30 days), provided that such right of termination shall not arise where a party has entered into Chapter 11 Bankruptcy and is undertaking reorganization or transfer activities in connection with such Chapter 11 Bankruptcy, including the transfer of the Agreement to a solvent entity.

Subject to the satisfaction of the deployment and availability of the GPU Services, the total contract value is about $17.4 billion through 2031.

The Agreement contains customary provisions for an agreement of this nature, including service level commitments, liquidated damages for late delivery, representations and warranties, indemnities, and limitations of liability.

In the event that, following a grace period, Company fails to meet agreed delivery dates for a GPU Service and the Company cannot provide alternative capacity, Microsoft has the right to terminate that GPU Service.

The GPU Services will be deployed in several tranches during 2025 and 2026.

Furnished as Exhibit 99.1 to this Report on Form 6-K is a press release dated August 22, 2025, announcing the results of the matters proposed at the Nebius Group N.V. (the “Company”) Annual General Meeting of Shareholders.

Furnished as Exhibit 99.1 to this Report on Form 6-K is a press release of Nebius Group N.V. (the “Company”) dated August 7, 2025, announcing the Company’s unaudited consolidated financial results for the second quarter ended June 30, 2025.

Furnished as Exhibit 99.2 to this Report on Form 6-K is a Letter to Shareholders of the Company dated August 7, 2025.

On July 24, 2025, Nebius Group N.V (the “Company”) gave notice of its Annual General Meeting of Shareholders of the Company to be held on August 21, 2025 (the “Annual General Meeting”).

Furnished as Exhibit 99.1 to this Report on Form 6-K is the Notice, Agenda and Explanatory Notes relating to the Annual General Meeting.

Furnished as Exhibit 99.2 to this Report on Form 6-K is the form of Deed of Amendment of Articles of the Company (English translation) to be proposed for amendment at the Annual General Meeting.

Press release of Nebius Group N.V. dated July 10, 2025, announcing publication of the Nebius Group 2024 Sustainability Report.

on June 2, 2025, Nebius Group N.V. (the “Company”) entered into subscription agreements (the “Subscription Agreements”) with the investors named therein (the “Investors”), for the private placement (the “Private Placement”) of senior unsecured convertible notes in an aggregate principal amount of $1 billion

The Notes have been issued pursuant to respective indentures dated June 5, 2025 (the “Indentures”) between the Company and U.S. Bank Trust Company, National Association, as trustee (the “Trustee”).

The Private Placement transaction closed on June 5, 2025 and the Notes have been issued.

The Notes will be issued pursuant to respective indentures to be dated June 5, 2025 (the “Indentures”) between the Company and U.S. Bank Trust Company, National Association, as trustee (the “Trustee”).

In addition, on June 2, 2025, the Company and the Investors entered into investor agreements (the “Investor Agreements”), pursuant to which the Company will as promptly as practicable (but in no event more than thirty (30) days after the settlement of the Notes) file one or more prospectus supplements to the Company’s shelf registration statement to register the Class A ordinary shares issuable upon conversion of the Notes and providing for certain other rights in respect of the registration of such shares.

The Subscription Agreements contain customary representations, warranties and agreements by the Company, indemnification obligations of the Company and the Investors, including for liabilities under the Securities Act of 1933, as amended (the “Securities Act”), and other obligations of the parties.

Settlement and delivery of the Notes is expected to take place on or about June 5, 2025.

On June 2, 2025, Nebius Group N.V. (the “Company”) entered into subscription agreements (the “Subscription Agreements”) with the investors named therein (the “Investors”), for the private placement (the “Private Placement”) of senior unsecured convertible notes in an aggregate principal amount of $1 billion, in two tranches: $500,000,000 aggregate principal amount of 2.00% convertible notes due 2029 (the “2029 Notes”), and $500,000,000 aggregate principal amount of 3.00% convertible notes due 2031 (the “2031 Notes” and, together with the 2029 Notes, the “Notes”).

Press release of Nebius Group N.V. dated May 30, 2025, announcing the Company’s participation in ClickHouse’s Series C funding round.

Furnished as Exhibit 99.1 to this Report on Form 6-K is a press release of Nebius Group N.V. (the “Company”) dated May 30, 2025, announcing the Company’s participation in ClickHouse’s Series C funding round.

Furnished as Exhibit 99.1 to this Report on Form 6-K is a press release of Nebius Group N.V. (the “Company”) dated May 20, 2025, announcing the Company’s unaudited consolidated financial results for the first quarter ended March 31, 2025.

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 99.2 to this Report on Form 6-K is a Letter to Shareholders of the Company dated May 20, 2025.

Furnished as Exhibit 99.3 to this Report on Form 6-K is an Investor Presentation of the Company dated May 20, 2025.

Furnished as Exhibit 99.1 to this Report on Form 6-K is a press release of Nebius Group N.V. (the “Company”) dated May 7, 2025, announcing Bezos Expeditions as lead investor in AI data business Toloka.

Such exhibit is hereby incorporated by reference into the Registration Statement on Form F-3 of the Company (File No. 333-286932).

Furnished as Exhibit 99.1 to this Report on Form 6-K is a press release of Nebius Group N.V. (the “Company”) dated April 30, 2025, announcing the date of the Company’s results and conference call for the first quarter ended March 31, 2025.

Furnished as Exhibit 99.1 to this Report on Form 6-K is a press release of Nebius Group N.V. (the “Company”) dated February 20, 2025, announcing the Company’s results for the fourth quarter and full-year ended December 31, 2024.

on December 2, 2024, Nebius Group N.V. (the “Company”) entered into share purchase agreements (the “Share Purchase Agreements”) with the investors named therein (the “Purchasers”), for the private placement (the “Private Placement”) of an aggregate of 33,333,334 Class A ordinary shares (the “Shares”), nominal value €0.01 per share (the “Class A Shares”), at a purchase price of $21.00 per Class A Share.

The Private Placement transaction closed on December 12, 2024, and the Shares were delivered to the Purchasers from the Company’s treasury reserve.

The Class A Shares sold and issued in the Private Placement have not been registered under the Securities Act or any state securities laws and may not be offered or sold in the United States absent registration with the SEC or an applicable exemption from the registration requirements of the Securities Act.

On December 2, 2024, Nebius Group N.V. (the “Company”) entered into share purchase agreements (the “Share Purchase Agreements”) with the investors named therein (the “Purchasers”)

In addition, on December 2, 2024, the Company and the Purchasers entered into investor agreements (the “Investor Agreements”), pursuant to which the Company will use its reasonable best efforts to file a registration statement with the Securities and Exchange Commission (the “SEC”) by no later than the earlier of (i) five (5) calendar days following the timely filing with the SEC of the Company’s Annual Report on Form 20-F for the fiscal year ending December 31, 2024 and (ii) May 20, 2025 (the “Filing Deadline”), covering certain sales and distributions as set out in the Investor Agreements, pursuant to Rule 415 under the Securities Act, and to use its reasonable best efforts to have such registration statement declared effective within the time period set forth in the Investor Agreement.

In addition, having considered the strong trading dynamics and liquidity profile in the Company’s Class A shares since the resumption of trading on Nasdaq on October 21, 2024, the Company’s Board of Directors has determined that a potential repurchase by the Company of its Class A shares is no longer warranted.

The Private Placement is subject to customary closing conditions; the Company anticipates that the transaction will close on or about December 9, 2024.

Furnished as Exhibit 99.1 to this Report on Form 6-K is a press release of Nebius Group N.V. (the “Company”) dated November 19, 2024, announcing the Company’s expansion in the US.

Nebius expands in US with first GPU cluster in Kansas City, offices in San Francisco, Dallas and New York

Furnished as Exhibit 99.1 to this Report on Form 6-K is a press release of Nebius Group N.V. (the “Company”) dated October 31, 2024, announcing the Company’s results for the third quarter ended September 30, 2024.

On October 17, 2024, the Company announced that it has been informed by Nasdaq that trading in the company’s Class A shares is scheduled to resume on Monday October 21, 2024.

Furnished as Exhibit 99.1 to this Report on Form 6-K is a press release dated October 21, 2024, confirming the schedule for resumption of trading on Nasdaq and providing further company background information.

On October 17, 2024, the Company announced that it has been informed by Nasdaq that trading in the company’s Class A shares is scheduled to resume on Monday October 21, 2024.

Furnished as Exhibit 99.1 to this Report on Form 6-K is an Investor Presentation dated October 18, 2024.

Furnished as Exhibit 99.1 to this Report on Form 6-K is a press release dated October 17, 2024, announcing the planned resumption of trading on Nasdaq and providing an investor update.

Furnished as Exhibit 99.1 to this Report on Form 6-K is a press release dated October 14, 2024 providing an update on the Company’s Convertible Notes.

Furnished as Exhibit 99.1 to this Report on Form 6-K is a press release dated October 8, 2024, providing an update concerning the planned expansion of the capacity of the Company’s data center in Finland.

Furnished as Exhibit 99.1 to this Report on Form 6-K is a press release dated October 2, 2024, providing a corporate update.

Furnished as Exhibit 99.1 to this Report on Form 6-K is a press release dated September 25, 2024 providing an update on the Company’s plans to invest more than USD 1 billion to build AI infrastructure in Europe.

Furnished as Exhibit 99.1 to this Report on Form 6-K is a press release dated September 5, 2024 providing an update on the Company’s Convertible Notes.

Furnished as Exhibit 99.1 to this Report on Form 6-K is a press release dated August 20, 2024, announcing the official change of the Company’s name to Nebius Group N.V. and of its stock market ticker symbol to “NBIS”.

Furnished as Exhibit 99.1 to this Report on Form 6-K is a press release dated August 20, 2024, announcing the official change of the Company’s name to Nebius Group N.V. and of its stock market ticker symbol to “NBIS”.

Furnished as Exhibit 99.1 to this Report on Form 6-K is a press release dated August 20, 2024, announcing the official change of the Company’s name to Nebius Group N.V. and of its stock market ticker symbol to “NBIS”.

including the approval of the change of the Company’s name to Nebius Group N.V.

announcing the results of the matters proposed at the Yandex N.V. (the “Company”) Annual General Meeting of Shareholders

Furnished as Exhibit 99.1 to this Report on Form 6-K is a press release dated August 7, 2024 providing an update on the Company’s Convertible Notes.

Furnished as Exhibit 99.1 to this Report on Form 6-K is a press release of Yandex N.V. (the “Company”) dated August 1, 2024, announcing the Company’s results for the second quarter ended June 30, 2024.

Furnished as Exhibit 99.2 to this Report on Form 6-K is the form of Deed of Amendment of Articles of the Company to be proposed for amendment at the Annual General Meeting.

On July 18, 2024, Yandex N.V (the “Company”) gave notice of its Annual General Meeting of Shareholders of the Company to be held on August 15, 2024 (the “Annual General Meeting”).

Furnished as Exhibit 99.1 to this Report on Form 6-K is the Notice, Agenda and Explanatory Notes relating to the Annual General Meeting.

Furnished as Exhibit 99.1 to this Report on Form 6-K is a press release dated July 16, 2024, announcing the introduction of the new Nebius Group (“Nebius Group to build leading European AI infrastructure company”).

Following the successful completion of Yandex N.V.’s (the “Company’s) divestment of its Russian businesses, the Company has announced the group’s new brand, Nebius Group, and has provided further details of its businesses.

Furnished as Exhibit 99.1 to this Report on Form 6-K is a press release of Yandex N.V. (the “Company”) dated July 15, 2024, announcing the successful completion of the divestment of the Company’s Russia-based businesses.

On February 4, 2024, Yandex N.V. (the “Company”) entered into a definitive agreement with a purchaser consortium to sell all of the group’s businesses in Russia and certain international markets (the “Target”).

Following the second closing, Yandex N.V. will have no interest in the Russian businesses.

This transaction (the “Sale”) is being implemented in two closings.

The Company’s shareholders, including the Class A shareholders, approved this proposal in early March.

The Company expects that the second and final closing will occur within seven weeks after the first closing, at which time the Company will sell its remaining interest in the Target.

The first closing occurred on May 17, 2024, at which time the Company sold a 68% interest in the Target for a combination of cash and Class A shares of the Company.

Furnished as Exhibit 99.1 to this Report on Form 6-K is unaudited pro forma condensed consolidated financial information of the Company (the “Pro Forma Financial Information”) that gives effect to both the first closing and the second closing.

The unaudited pro forma condensed consolidated statements of operations for the years ended December 31, 2023, 2022, and 2021 give effect to the Sale as if it had occurred on January 1, 2021.

Unaudited pro forma condensed consolidated balance sheet as of December 31, 2023 gives effect to the Sale as if it had occurred on December 31, 2023.

On February 4, 2024, Yandex N.V. (the “Company”) entered into a definitive agreement with a purchaser consortium to sell all of the group’s businesses in Russia and certain international markets (the “Target”).

This amendment significantly simplifies the Company’s corporate governance and capital structure – in particular, by eliminating the “priority share” previously held by the Public Interest Foundation, as well as the related rights of that Foundation to appoint two members of the Company’s Board of Directors.

The first closing occurred on May 17, 2024, at which time the Company sold a 68% interest in the Target in accordance with the terms described in the Company’s shareholder circular dated February 8, 2024.

In addition, an amendment of the Company’s articles of association that was approved by shareholders in March became effective at the first closing.

The Company’s shareholders, including the Class A shareholders, approved this proposal in early March.

The Company expects that the second and final closing will occur within seven weeks after the first closing, at which time the Company will sell its remaining interest in the Target.

Furnished as Exhibit 99.1 to this Report on Form 6-K is a press release of Yandex N.V. (the “Company”) dated April 26, 2024, announcing the Company’s results for the first quarter ended March 31, 2024.

Furnished as Exhibit 99.1 to this Report on Form 6-K is a press release of Yandex N.V. (the “Company”) dated March 28, 2024, providing an update on the divestment of its Russia-based businesses.

Furnished as Exhibit 99.1 to this Report on Form 6-K is a press release dated March 7, 2024, announcing the results of the matters proposed at the Company’s Extraordinary General Meeting of Shareholders and a meeting of holders of the Company’s Class A ordinary shares.

Furnished as Exhibit 99.1 to this Report on Form 6-K is a press release of Yandex N.V. (the “Company”) dated March 4, 2024, reminding shareholders of the Company’s upcoming 2024 Extraordinary General Meeting of Shareholders and a meeting of holders of the Company’s Class A ordinary shares.

Furnished as Exhibit 99.2 to this Report on Form 6-K is a letter to the shareholders of the Company dated February 15, 2024, to accompany the Company’s press release announcing the results for the fourth quarter ended December 31, 2023.

Furnished as Exhibit 99.1 to this Report on Form 6-K is a press release of Yandex N.V. (the “Company”) dated February 15, 2024, announcing the Company’s results for the fourth quarter ended December 31, 2023.

Furnished as Exbibit 99.2 to this Report on Form 6-K is the form of Deed of Amendment of Articles of the Company to be proposed for amendment at the Meetings.

On February 8, 2024, Yandex N.V. (the “Company”) gave notice of a Meeting of Holders of Class A Ordinary Shares and an Extraordinary General Meeting of Shareholders of the Company (the “Meetings”), each to be held on March 7, 2024, for the purposes of approving a proposed divestment of the Company’s Russia-based businesses (the “Sale”) and related matters.

Furnished as Exhibit 99.1 to this Report on Form 6-K is a Shareholder Circular of the Company dated February 8, 2024, describing the Sale and other related proposals, as well as giving notice of the Meetings.

On February 4, 2024, Yandex N.V. (the “Company”) entered into a definitive agreement with a purchaser consortium to sell all of the Company’s businesses in Russia and certain international markets, which remains subject to approval by the Company’s shareholders in addition to regulatory and third-party approvals, among others.

Furnished as Exhibit 99.1 to this Report on Form 6-K is a press release of the Company, dated February 5, 2024, announcing that the Company has entered into a binding agreement to divest its Russia-based businesses.

Filed as Exhibit 99.1 to this Report on Form 6-K is a copy of the unaudited condensed consolidated financial statements of Yandex N.V. as of and for the three and nine months ended September 30, 2023.

Exhibit 99.1 to this Report on Form 6-K shall be deemed to be incorporated by reference into the registration statements on Form S-8 (Nos. 333-177622 and 333-213317) and Form F-3ASR (No. 333-239391) of Yandex N.V.

Furnished as Exhibit 99.1 to this Report on Form 6-K is a press release of Yandex N.V. (the “Company”) dated October 27, 2023, announcing the Company’s results for the third quarter ended September 30, 2023.

Furnished as Exhibit 99.2 to this Report on Form 6-K is a letter to the shareholders of the Company dated October 27, 2023, to accompany the Company’s press release announcing the results for the third quarter ended September 30, 2023.