Expands Nebius Investment Through $2 Billion Deal

TLDR

• Nvidia now holds a 9.3% beneficial stake in Nebius after the $2 billion deal
• The Nebius position includes 22.25 million shares and a pre-funded warrant
• Nebius will use the $2 billion proceeds to expand AI cloud and data centers
• Nvidia classified the Nebius stake as passive through a Schedule 13G filing
• Contract terms prevent warrant exercise or share sales before September 11

Nvidia stock rose 1.51% to $206.34 as the company expanded its Nebius exposure through a $2 billion financing deal. The shares held above $205.32 after recovering from an intraday decline near $204.20 during Monday’s active trading session. Nvidia disclosed a 9.3% beneficial stake in Nebius Group through ordinary shares and a large pre-funded warrant.

NVIDIA Corporation, NVDA

Nvidia Builds a 9.3% Position in Nebius

Nvidia reported beneficial ownership of 22,256,412 Nebius Class A ordinary shares in a Schedule 13G filing released Monday. The filing identified July 13 as the event date that formally required the detailed ownership disclosure. Nvidia also reported sole voting and dispositive power over the entire reported position, without any shared ownership rights.

The total includes 1,190,476 shares already owned and 21,065,936 shares linked to a pre-funded warrant. Nvidia acquired the warrant directly from Nebius on March 11 through a major private placement transaction. SEC rules count those warrant shares because Nvidia can acquire them within 60 days of the July 13 event.

However, contract terms restrict Nvidia from exercising the warrant or selling the underlying shares before September 11. The warrant carries an exercise price of $0.0001 per share and remains subject to customary contractual adjustments. Nebius may settle the warrant using existing treasury shares or newly issued Class A ordinary shares.

$2 Billion Deal Supports Nebius Expansion

Nebius raised approximately $2 billion in gross proceeds through the private placement connected to Nvidia’s warrant position. The company plans to use the available capital for its full-stack AI cloud platform and greenfield data center construction. The funding also supports a strategic partnership focused on hyperscale cloud infrastructure for AI-native businesses and major enterprise customers.

Nvidia filed Schedule 13G instead of Schedule 13D because it classified the position as a passive holding. The company certified that it did not acquire the securities to change or influence corporate control of Nebius. The filing also named Nvidia as the only reporting person and confirmed that no related ownership group currently exists.

Nebius operates an Amsterdam-based cloud platform covering model training, infrastructure management, and production deployment for corporate customers. The March agreement blocks warrant sales and underlying share sales for six months without prior written approval from Nebius. The filing and financing deepen Nvidia’s commercial connection with Nebius while expanding capacity for large-scale cloud computing services.