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

March 1116, 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 ¨

~~Private~~COMMERCIAL ~~Placement~~AGREEMENT ofWITH ~~Pre-Funded Warrant~~META

On March 1113, 2026 ~~(the “Issue Date”)~~, Nebius, ~~Group N~~Inc.V. (the “Company”) ~~entered into a securities purchase agreement (the “Securities Purchase Agreement”) with NVIDIA Corporation (the “Purchaser”). Pursuant to the Securities Purchase Agreement~~, ~~the~~ ~~Company agreed to sell (the “Private Placement”)~~ a ~~pre-funded~~wholly ~~Class~~owned Asubsidiary ~~ordinary shares purchase warrant (the “Warrant”) in a private placement for aggregate gross proceeds~~ of ~~approximately~~Nebius $2Group ~~billion~~N. ~~The Warrant is exercisable at a purchase price of $0~~V.~~0001~~, ~~per~~entered ~~Class~~into Aan ~~ordinary~~Infrastructure ~~share~~Service Agreement (the “~~Exercise Price~~Agreement”) towith ~~purchase an aggregate of 21,065,936~~Meta ~~Class A ordinary shares~~Platforms, ~~nominal value €0~~Inc.01 ~~per share~~ (~~the~~ “~~Warrant Shares~~Meta”), ~~subject~~pursuant to ~~certain~~which ~~adjustments in accordance with~~ the ~~terms of the Warrant. Pursuant to the Securities Purchase Agreement, on March 11, 2026, the~~ Company ~~issued~~and ~~the Warrant~~Meta towill ~~the~~enter ~~Purchaser.~~into ~~Upon~~a ~~exercise~~series of ~~the Warrant~~orders, ~~the~~each ~~Warrant~~for ~~Shares~~a ~~will~~duration ~~be delivered to the Purchaser from the~~of ~~Company’s~~5 ~~treasury~~years or(each asan ~~newly issued Warrant Shares from the Company’s authorized capital stock~~“Order”). The ~~Company~~Agreement ~~intends~~and ~~to use~~ the ~~net~~initial ~~proceeds~~Orders ~~from~~thereunder ~~the~~have ~~Private~~a ~~Placement~~total tocontract ~~support~~value ~~the~~of ~~investments~~up ~~needed~~ to ~~develop its Full-Stack AI Cloud as well as the~~approximately ~~development~~$27 ~~and construction of greenfield data centers~~billion.

~~The~~Certain ~~Warrant~~of ~~may be exercised by~~ the ~~Purchaser at~~Orders ~~any~~are ~~time~~for ~~and~~dedicated ~~from~~GPU ~~time~~capacity clusters toacross ~~time~~multiple ~~on or after the Issue Date~~locations, ~~subject to certain conditions,~~ and ~~will~~for ~~expire~~a onduration ~~the~~of ~~date~~5 onyears, ~~which~~with ~~the Warrant~~deployments ~~is exercised~~ in ~~full.~~tranches ~~Until~~starting ~~the~~early ~~date that is six (6) months following the Issue Date~~2027, ~~the~~and ~~Purchaser~~each ~~agrees~~order ~~that, without the prior~~with ~~written~~associated ~~consent~~storage ofand ~~the~~connectivity ~~Company,~~services. itThese ~~shall~~Orders ~~not~~have ~~offer,~~a ~~sell,~~total contract tovalue ~~sell, pledge or otherwise dispose~~ of, ~~directly~~$12 ~~or indirectly, either the Warrant or the Warrant Shares~~billion.

~~The~~A ~~Private~~further ~~Placement~~Order isestablishes ~~exempt~~an ~~from~~arrangement ~~the registration~~that ~~requirements~~provides ofMeta ~~the~~with ~~Securities~~access ~~Act~~to ofany ~~1933,~~unsold ascapacity ~~amended~~in ~~(the~~respect ~~“Securities~~of ~~Act”),~~certain ~~pursuant~~GPU toclusters ~~the~~as ~~exemption~~specified ~~for~~in ~~transactions by~~the anAgreement. ~~issuer~~It ~~not~~is ~~involving~~the ~~any~~Company’s current ~~public~~intention ~~offering~~to ~~under~~sell ~~Section~~such ~~4(a)(2)~~capacity ofin ~~the~~its ~~Securities~~AI ~~Act~~cloud ~~and~~to ~~Rule~~third-party ~~506~~customers. ofUnder ~~Regulation~~the Dterms of ~~the~~this ~~Securities Act~~Order, ~~and~~ in ~~reliance~~instances onwhere ~~similar~~the relevant ~~exemptions~~capacity ~~under~~is ~~applicable~~not ~~state~~sold ~~laws.~~by ~~The~~Nebius ~~offer~~to ~~and~~other ~~sale~~customers, ofMeta ~~the~~is ~~Warrant~~obligated ~~and~~to ~~the~~purchase ~~Warrant~~such ~~Shares~~unsold ~~have~~capacity ~~not been~~for ~~registered under~~ the ~~Securities~~remainder ~~Act~~of orthe period ~~any~~ending ~~state~~5 ~~securities~~years ~~laws~~from ~~and~~the ~~may~~date ~~not~~on bewhich ~~offered~~such orunsold ~~sold~~capacity inwas ~~the~~initially ~~United~~deployed. ~~States~~This ~~absent~~Order ~~registration with~~has ~~the~~a ~~SEC~~potential ortotal ancontract ~~applicable exemption from the registration requirements~~ value of ~~the~~up ~~Securities~~to ~~Act~~$15 billion.

~~Press~~The ~~Release~~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.

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

INDEX TO EXHIBITS

Exhibit No.	~~Description~~	Description
99.1	~~Press release dated March 11, 2026 announcing Private Placement and Partnership with NVIDIA Corporation~~	Press release of Nebius Group N.V. dated March 16, 2026, announcing the Agreement with Meta.

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: March 11, 2026	By:	/s/ BOAZ TAL
Date: March 16, 2026	By:	/s/ Boaz Tal
		Boaz Tal
		General Counsel

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