SCHEDULE: NVIDIA Discloses Stake in Nebius Group N.V.

NVIDIA Corporation has reported beneficial ownership of 9.3% of Nebius Group N.V.'s Class A Ordinary Shares, including shares issuable upon exercise of a pre-funded warrant.

Summary

• NVIDIA Corporation has filed a Schedule 13G, indicating beneficial ownership of 22,256,412 Class A Ordinary Shares of Nebius Group N.V.
• This represents 9.3% of the class of securities.
• The reported shares include 1,190,476 previously reported shares and 21,065,936 shares issuable upon exercise of a pre-funded warrant acquired on March 11, 2026.
• NVIDIA is restricted from exercising the warrant and selling the underlying shares until September 11, 2026.
• Due to the warrant's exerciseability within 60 days of July 13, 2026, NVIDIA may be deemed to beneficially own these shares as of that date.

Sentiment

Score: 5

Explanation: StockSavvy.ai views this filing as neutral. It represents a significant investment by NVIDIA but is currently passive with restrictions on exercising warrants and selling shares.

Positives

• NVIDIA has acquired a significant stake (9.3%) in Nebius Group N.V., potentially indicating a strategic investment or partnership.
• The acquisition includes a substantial number of shares issuable via a pre-funded warrant, suggesting a structured investment approach.

Negatives

• NVIDIA is currently prohibited from exercising the warrant and selling the underlying shares until September 11, 2026, limiting immediate control or monetization.
• The filing is a Schedule 13G, which is typically for passive investors, suggesting NVIDIA's current role may not be intended to influence control.

Risks

• NVIDIA's ability to exercise its warrant and sell the underlying shares is restricted until September 11, 2026.
• Market conditions or company performance could change significantly between now and September 11, 2026, impacting the value of the investment.
• Regulatory changes or interpretations could affect the beneficial ownership reporting or NVIDIA's rights related to the warrant.

Future Outlook

NVIDIA is restricted from exercising its pre-funded warrant and selling the underlying shares until September 11, 2026. After this date, NVIDIA may exercise its rights related to the warrant, subject to market conditions and its investment strategy.

Management Comments

• NVIDIA is currently prohibited from exercising the Warrant prior to September 11, 2026 and is prohibited from selling the shares underlying the Warrant prior to September 11, 2026.
• In accordance with the rules of the Securities and Exchange Commission, because the Warrant may be exercised within 60 days of July 13, 2026, NVIDIA may be deemed to beneficially own the Class A ordinary shares issuable upon exercise of the Warrant as of such date.

Industry Context

StockSavvy.ai notes that NVIDIA's investment in Nebius Group N.V. through a pre-funded warrant is a common strategy for large technology firms to gain exposure to emerging companies or technologies without immediate full commitment or dilution concerns. This aligns with broader industry trends of strategic corporate venture capital and partnerships.

Related Party Transactions

• NVIDIA Corporation acquired a pre-funded Class A ordinary share purchase warrant from Nebius Group N.V. on March 11, 2026, pursuant to a Securities Purchase Agreement.

Stakeholder Impact

• Shareholders of Nebius Group N.V.: The filing indicates a significant institutional investor (NVIDIA) has acquired a substantial stake, which could be viewed positively for future growth prospects and validation.
• Shareholders of NVIDIA: This represents a strategic investment, the value of which is currently tied to Nebius Group N.V.'s performance and NVIDIA's ability to exercise its warrant post-September 11, 2026.

Next Steps

• NVIDIA will be able to exercise its pre-funded warrant and potentially sell the underlying shares after September 11, 2026.
• NVIDIA may continue to hold its stake in Nebius Group N.V. or adjust its position based on future performance and strategic considerations.

Key Dates

Recommendation

This filing is a routine disclosure of beneficial ownership by NVIDIA. While it indicates a significant investment in Nebius Group N.V., the current restrictions on exercising the warrant and selling shares mean the immediate impact on NVIDIA's stock is likely limited. Investors should monitor Nebius Group N.V.'s performance and NVIDIA's future actions after September 11, 2026.

Keywords

Nebius Group N.V., NVIDIA Corporation, Schedule 13G, Class A Ordinary Shares, Beneficial Ownership, Pre-funded Warrant, Securities Purchase Agreement, Investment