Nebius Group N.V.

“is a technology company building full-stack infrastructure to service the high-growth global AI industry, including large-scale GPU clusters, cloud platforms, and tools and services for developers. The Group also operates additional businesses, currently including autonomous driving technologies (Avride) and education technology (“edtech”) (TripleTen).”

“The Divested Businesses accounted for more than 95% of the Group’s consolidated revenues in 2023... The total amount of cash proceeds received in the transaction amounted to $2.6 billion, and the total number of consideration shares received was 162.5 million Class A shares.”

“On May 7, 2025, the Company announced a strategic investment transaction in Toloka, the Group’s data-for-generative AI solutions business, led by Bezos Expeditions with participation from Mikhail Parakhin, CTO of Shopify.”

“our report dated April 30, 2026 expressed an adverse opinion on the Company’s internal control over financial reporting.”

“the Company generates revenue from providing cloud-based artificial intelligence services, including certain significant customer agreements entered into during the year ended December 31, 2025.”

“are reflected as net income from discontinued operations of USD 477.7 million net of tax”

“concluded that the estimated useful lives of such assets should be extended from four to five years. Management is considering the application of this change in accounting estimate prospectively beginning January 1, 2026.”

“We have not generally applied the provisions of the Code and, except as described under the heading “—Management—Corporate Governance,” we instead comply with the applicable corporate governance rules of the SEC and Nasdaq applicable to U.S. domestic issuers.”

“Based on that evaluation, we concluded that as of December 31, 2025, our internal control over financial reporting was not effective.”

“manage supply chain risks and secure required equipment, hardware, materials and services on acceptable terms”