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

~~November 13~~February 10, ~~2025~~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 x Form 40-F ¨

~~INFORMATION~~ACQUISITION ~~CONTAINED~~OF ~~IN THIS REPORT ON FORM 6-K~~TAVILY

~~Furnished~~On asFebruary 9, ~~Exhibit~~2026, 99Nebius Group N.1V. to(“Nebius”) and ~~this~~Simba ~~Report~~Acquisition onCorp., ~~Form 6-K~~a iswholly owned subsidiary of Nebius (the ~~Operating~~“Merger ~~and~~Sub”), ~~Financial~~entered ~~Review~~into an agreement and ~~Prospects~~plan of merger ~~Nebius~~(the ~~Group~~“Merger NAgreement”) with AlphaAI Technologies, Inc.V. (the “~~Company~~Target”), ~~for~~and certain other parties thereto,, pursuant to which the ~~Third~~parties ~~Quarter~~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 ~~Nine~~the ~~Months~~surviving ~~Ended~~corporation ~~September~~of 30the Merger. The Target operates under the business name “Tavily”, ~~2024~~and has wholly owned subsidiaries in Israel and ~~2025~~the United Arab Emirates.

~~Furnished~~The asMerger ~~Exhibit~~Agreement ~~99.2~~contains torepresentations, warranties, indemnities and covenants customary for a transaction of this ~~Report~~nature. onThe ~~Form~~boards of directors of both Nebius and Tavily have ~~6-K~~approved ~~are~~the transaction, and the ~~Unaudited~~transaction ~~Condensed~~is ~~Consolidated~~not ~~Financial~~subject ~~Statements~~to the approval of the ~~Company~~shareholders asof Nebius. The closing of ~~and~~the ~~for~~transaction contemplated under the ~~Three~~Merger ~~and~~Agreement ~~Nine~~is ~~Months~~also ~~Ended~~subject ~~September 30,~~to ~~2024~~customary closing conditions and ~~2025~~is expected to occur in the coming days.

~~INCORPORATION~~The BYtransaction ~~REFERENCE~~value has not been disclosed. The upfront consideration is payable in cash. 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.

~~This~~A ~~Report~~press onrelease ~~Form~~announcing ~~6-K is hereby incorporated by reference into~~ the ~~Company’s~~signing ~~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 Merger ~~extent~~Agreement ~~not~~is ~~superseded~~attached byas ~~documents or reports subsequently filed or furnished~~Exhibit 99.1.

INDEX TO EXHIBITS

Exhibit No.	Description
99.1	~~Operating~~Press ~~and~~release ~~Financial Review and Prospects~~ of Nebius Group N.V. ~~(the~~dated ~~“Company”)~~February ~~for~~10, ~~the~~2026, ~~Third~~announcing ~~Quarter~~the ~~and~~acquisition ~~Nine~~of ~~Months Ended September 30, 2024 and 2025~~Tavily.
99.2	Unaudited Condensed Consolidated Financial Statements of the Company as of and for the Three and Nine Months Ended September 30, 2024 and 2025

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: November 13, 2025	By:	/s/ BOAZ TAL
Date: February 10, 2026	By:	/s/ Boaz Tal
		Boaz Tal
		General Counsel

Filing Compare · Nebius Group N.V.