Exhibit 99.2

NEBIUS GROUP N.V.

INDEX TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NEBIUS GROUP N.V.

UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS

(In millions of U.S. dollars (“$”), except share and per share data)

* Derived from audited consolidated financial statement and adjusted for presentation of discontinued operations

The accompanying notes are an integral part of the unaudited condensed consolidated financial statements.

NEBIUS GROUP N.V.

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(In millions of U.S. dollars, except share and per share data)

*Derived from audited consolidated financial statement and adjusted for presentation of discontinued operations

The accompanying notes are an integral part of the unaudited condensed consolidated financial statements.

NEBIUS GROUP N.V.

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME/(LOSS)

(In millions of U.S. dollars)

The accompanying notes are an integral part of the unaudited condensed consolidated financial statements.

NEBIUS GROUP N.V.

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(In millions of U.S. dollars)

The accompanying notes are an integral part of the unaudited condensed consolidated financial statements.

NEBIUS GROUP N.V.

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued)

(In millions of U.S. dollars)

The accompanying notes are an integral part of the unaudited condensed consolidated financial statements.

NEBIUS GROUP N.V.

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY

(In millions U.S. dollars (“$”), except share and per share data)

The accompanying notes are an integral part of the unaudited condensed consolidated financial statements.

NEBIUS GROUP N.V.

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(In millions U.S. dollars, except share and per share data)

Description of Business

Nebius Group N.V., the parent company (the “Company”), together with its consolidated subsidiaries (collectively “Nebius Group” or the “Group”), 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).

On May 2, 2025, the Company announced an 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. Following the completion of the investment transaction in Toloka, Nebius Group continued to hold a majority economic interest in but ceased to hold majority voting power in Toloka, no longer includes Toloka’s results in Nebius Group’s consolidated financial statements, and reports its stake in Toloka as a combination of equity method investment and investment in equity securities (Note 5).

On February 5, 2024, the Company announced that it had entered into a definitive agreement with a purchaser consortium to sell all of the Group’s businesses in Russia and related businesses in certain international markets. The divested businesses accounted for approximately 95% of the Group’s consolidated assets and employees immediately prior to the divestment. The divestment was implemented in two closings. The first closing occurred on May 17, 2024, in which the Company sold a controlling stake in the divested businesses of 68%. The second and final closing occurred on July 12, 2024, at which the Company sold its remaining stake in the divested businesses.

More information on the divestment transaction may be found in the Group’s Annual Report on Form 20-F for the year ended December 31, 2024, filed with Securities and Exchange Commission on April 30, 2025.

Nebius Group N.V. was incorporated under the laws of the Netherlands in June 2004 and is the holding company of a number of subsidiaries globally.

Basis of Presentation and Going Concern

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and applicable rules and regulations of the Securities and Exchange Commission regarding interim financial reporting. Accordingly, they do not include all of the information and notes required by U.S. GAAP for annual financial statements. As such, the information included in these unaudited condensed consolidated financial statements for the six months ended June 30, 2025 should be read in conjunction with the consolidated financial statements and the notes thereto included in the Annual Report on Form 20-F for the year ended December 31, 2024. Condensed consolidated financial statements were prepared assuming that the Group will continue as a going concern, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business.

In the opinion of the Company, the accompanying unaudited condensed financial statements contain all adjustments necessary for a fair statement of its financial position as of June 30, 2025, and its results of operations, comprehensive income/(loss), cash flows and change in equity for the periods presented. The unaudited condensed consolidated balance sheet as of December 31, 2024, was derived from the consolidated financial statements included in the Annual Report on Form 20-F for the year ended December 31, 2024 and recast for the presentation of Toloka as discontinued operations.

The results for the six months ended June 30, 2025 are not necessarily indicative of the operating results expected for the year ending December 31, 2025 or any other future period. The potential risks and uncertainties that could affect future results include, among others, geopolitical and macroeconomic developments affecting the Group’s business, operations or governance; changes in the political, legal and/or regulatory environment; competitive pressures; technological developments; and the Group’s need to expend capital to accommodate the growth of the business in addition to other risks and uncertainties included under “Risk Factors” in the Group’s Annual Report on Form 20-F for the year ended December 31, 2024.

NEBIUS GROUP N.V.

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(In millions U.S. dollars, except share and per share data)

There have been no material changes in the Group’s significant accounting policies and estimates as compared to those described in the Group’s Annual Report on Form 20-F for the year ended December 31, 2024, except for an update of the accounting policy in relation to the Group’s convertible debt and equity method investments, as described below.

Summary of significant accounting policies recently amended or introduced

Convertible debt

Upon the issuance of convertible debt, the Company performs an analysis of the embedded features pursuant to ASC 815, "Derivatives and Hedging". In case embedded features require bifurcation, they are accounted for separately as a derivative liability. The Company does not apply a fair value option for a debt component of convertible notes issued.

The Company records the principal amount of convertible notes issued as a liability on its balance sheet, offset by the associated debt issuance costs, which are reported as a direct deduction from the carrying amount of the liability. Debt issuance costs are amortized over the contractual term of the convertible notes issued using the effective interest method, with the amortization recognized as interest expense in the consolidated statement of operations. Additionally, accretion of principal to the repayment amount at maturity is recognized over the term of the convertible notes issued as interest expense.

Equity method investments

Investments in the common stock or in-substance common stock of entities in which the Group can exercise significant influence but does not own a majority equity interest or otherwise control are accounted for under the equity method. The Group records its share of the results of these companies and the amortization of basis differences within the income/(loss) from equity method investments line on the consolidated statements of operations or as an adjustment to equity to reflect the Group’s share in the changes of the investee’s capital.

Following the loss of significant influence over equity method investments without readily determinable fair values, the Group accounts for these investments under the measurement alternative at cost less impairment.

The Group reviews its equity method investments for other-than-temporary impairment whenever events or changes in business circumstances indicate that the carrying value of the investment may not be fully recoverable. Investments identified as having an indication of impairment are subject to further analysis to determine if the impairment is other-than-temporary and this analysis requires estimating the fair value of the investment. The determination of fair value of the investment involves considering factors such as current economic and market conditions, the operating performance of the company including current earnings trends and forecasted cash flows, and other company and industry specific information. Once a decline in fair value is determined to be other-than-temporary, an impairment charge is recorded to other income/(loss), net in the consolidated statements of operations and a new cost basis in the investment is established.

Recast of Certain Prior Period Information

Toloka’s investment transaction, which resulted in its deconsolidation from the Group’s consolidated financial statements (the “Toloka Deconsolidation”), represented a strategic shift and met the criteria for the Toloka business to be classified as discontinued operations in ASC 205 “Discontinued operations”. Prior period financial information presented in these condensed consolidated financial statements has been recast to reflect the effects of the treatment of Toloka as discontinued operations.

Use of Estimates

The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the consolidated financial statements and amounts of revenues and expenses for the reporting period. The Group bases its estimates on historical experience and on various other assumptions that are believed to be reasonable, the results of which form the basis for making judgments about the carrying values of assets and liabilities.

NEBIUS GROUP N.V.

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(In millions U.S. dollars, except share and per share data)

Effect of Recently Issued Accounting Pronouncements Not Yet Effective

In December 2023, the FASB issued ASU 2023-09 "Income Taxes (Topics 740): Improvements to Income Tax Disclosures" to expand the disclosure requirements for income taxes, specifically related to the rate reconciliation and income taxes paid. The standard is effective for annual periods beginning January 1, 2025, with early adoption permitted. The Group is currently evaluating the effect that the adoption of this ASU will have on the annual consolidated financial statements for the year ended December 31, 2025.

In November 2024, the FASB issued ASU 2024-03 "Income Statement: Reporting Comprehensive Income-Expense Disaggregation Disclosures (Subtopic 220-40)" to improve the disclosures about an entity’s expenses. Upon adoption, it will be required to disclose in the notes to the financial statements a disaggregation of certain expense categories included within the expense captions on the face of the income statement. The standard is effective for annual periods beginning January 1, 2027, with early adoption permitted. The standard can be applied either prospectively or retrospectively. The Group is currently evaluating the effect that the adoption of this ASU will have on the consolidated financial statements.

No other recent accounting pronouncements were issued by FASB or the SEC that are believed by management to have a material impact on the Group’s present or future consolidated financial statements.

Basic net income/(loss) per Class A and Class B ordinary share from continuing and discontinued operations for the six months ended June 30, 2024 and 2025 is computed on the basis of the weighted average number of ordinary shares outstanding using the two class method. Basic net income/(loss) from continuing and discontinued operations per share is computed using the weighted average number of ordinary shares outstanding during the period and including vested restricted share units and the remaining shares to be delivered as part of the restructuring of the Company’s convertible notes in June 2022. Diluted net income/(loss) per ordinary share from continuing and discontinued operations is computed using the dilutive effect of Share-Based Awards calculated using the “treasury stock” method and the dilutive effect of convertible debt under the if-converted method. Transactions resulting in businesses being classified as discontinued operations in 2024 and 2025 are described in Note 3.

The computation of the diluted net income/(loss) per Class A share from continuing and discontinued operations assumes the conversion of Class B shares, while the diluted net income/(loss) per Class B share from continuing and discontinued operations does not assume the conversion of those shares. The net income/(loss) per share from continuing and discontinued operations amounts are the same for Class A and Class B shares because the holders of each class are legally entitled to equal per share distributions whether through dividends or in liquidation. In compliance with ASC 260-10-45-18 the Group uses net income / (loss) from continuing operations as the control number in determining whether those potential common shares are dilutive or antidilutive. The number of Share-Based Awards excluded from the diluted net income/(loss) per ordinary share from continuing and discontinued operations computation, because their effect was anti-dilutive for the six months ended June 30, 2025 was 7,678,482.

The Convertible Notes due 2029 and 2031 (see Note 12) provide for a flexible settlement feature. The convertible debt is included in the calculation of diluted net income per share if its inclusion is dilutive under the treasury stock method.

NEBIUS GROUP N.V.

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(In millions U.S. dollars, except share and per share data)

The components of basic and diluted net (loss)/income per share from continuing and discontinued operations were as follows:

The components of net income/(loss) from discontinued operations for the six months ended June 30, 2024 and 2025 are the following:

Disposal of businesses in Russia and certain international markets in 2024

As disclosed in Note 1, in 2024 the Company sold all of the Group’s businesses in Russia and related businesses in certain international markets (the “Divestment”). The transaction was implemented in two closings. The first closing occurred on May 17, 2024, at which the Company sold a controlling stake of 68% in the divested businesses; the second closing occurred on July 12, 2024, at which the Company sold the remaining stake. The Divestment represents a strategic shift in the Company’s operations, and as such the divested businesses are reported as discontinued operations as defined by ASC 205-20-45 (the “2024 Deconsolidation”).

In accordance with ASC 810-10-40, “Consolidation — Overall – Derecognition - Deconsolidation of a Subsidiary or Derecognition of a Group of Assets,” a parent company must deconsolidate a subsidiary as of the date the parent ceases to have a controlling interest in that subsidiary and recognize a gain or loss in net income at that time. The Company deconsolidated the Divestment disposal group from its consolidated financial statements on May 17, 2024, after the first closing when the Company lost a controlling interest in the divested businesses and recognized a loss on the disposal of discontinued operations totaling $772.1. Loss from disposal represents both the impairment of the held-for-sale component in the amount of $501.7 and the result of the 2024 Deconsolidation in the amount of $270.4.

NEBIUS GROUP N.V.

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(In millions U.S. dollars, except share and per share data)

The following table provides details of the consideration received for the Divestment:

Following the first closing of the divestment, the Company held a remaining interest of approximately 28% in the divested businesses. This investment was subject to revaluation due to RUB / USD exchange rate fluctuations. The result of revaluation of the investment in these divested businesses in the amount of $88.9 was presented within net income/(loss) from discontinued operations in the condensed consolidated statement of operations for the six months ended June 30, 2025.

In connection with the 2024 Deconsolidation, the Company reclassified the accumulated other comprehensive loss from equity to earnings as a result of the change in reporting currency and attributable to the divested businesses (Note 4). The Group ceased depreciation and amortization of long-lived assets related to discontinued operations as of March 7, 2024, the date of shareholder approval of the Divestment, upon satisfaction of held-for-sale criteria. Substantially all of the Group’s consolidated debt before the divestment was assumed by the buyer. As a consequence, interest expense incurred for the six months ended June 30, 2024 was allocated to the results of discontinued operations.

The summary of the assets and liabilities that were deconsolidated effective May 17, 2024 and a reconciliation of the assets and liabilities disclosed in the notes to financial statements that are presented as discontinued operations on the consolidated balance sheet as of December 31, 2023 are disclosed in the Group’s 2024 Annual Report on form 20-F. As of May 17, 2024 the Group deconsolidated $ 1,174.9 of cash and cash equivalents related to discontinued operations.

In connection with the 2024 Deconsolidation, the Company reclassified the following operations to discontinued operations for the six months ended June 30, 2024:

After the Divestment, the Company does not have any continuing involvement in the divested businesses.

Toloka’s Deconsolidation and investment transaction

Effective May 2, 2025, Nebius Group ceased to have control over Toloka following the issuance by Toloka Group, Inc. ("Toloka Group") of additional stock to third-party investors and a restructuring of the capital stock of Toloka Group into both voting and nonvoting common and preferred shares, as result of which Nebius's voting interest is 49%. Consequently, Toloka Group was deconsolidated from Nebius Group's financial statements, and the Company's retained share in Toloka was reclassified as an equity method investment for the investment in common stock, while the investment in preferred stock was accounted for under ASC 321 using the measurement alternative. The Toloka Deconsolidation represents a strategic transaction aimed at enhancing Nebius Group's focus on its core AI infrastructure business while allowing Toloka to operate independently. The transaction qualifies as a "strategic shift" under ASC 205-20, requiring discontinued operations reporting, as Toloka constituted a significant business line for Nebius Group.

NEBIUS GROUP N.V.

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(In millions U.S. dollars, except share and per share data)

The deconsolidation was accounted for in accordance with ASC 810, and Nebius Group recognized a gain as the difference between the fair value of the retained investment (common and preferred stock) and the carrying amount of the assets and liabilities deconsolidated. The Company’s participation in the Toloka investment transaction amounts to $39.0 paid in cash. The Company deconsolidated cash and cash equivalents of Toloka in amount of $3.7 as of the date of the Toloka Deconsolidation.

The Company reclassified the following assets and liabilities to discontinued operations for the year ended December 31, 2024 for the Toloka Deconsolidation:

The Company reclassified the following operations to discontinued operations for the six months ended June 30, 2024 and 2025 for the Toloka deconsolidation:

After the deconsolidation, the Company has significant influence over operations of Toloka through a combination of common and preferred shares.

NEBIUS GROUP N.V.

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(In millions U.S. dollars, except share and per share data)

Cash and Cash Equivalents and Restricted cash

Cash and cash equivalents as of December 31, 2024 and June 30, 2025 consisted of the following:

Restricted cash as of June 30, 2025 in the amount of $74.5 primarily consists of the funds placed in an escrow account related to the construction of data center facilities.

Current expected credit losses for cash and cash equivalents were immaterial for the six months ended June 30, 2024 and 2025. All of the Group’s cash is held at financial institutions that management believes to be of high credit quality.

Allowance for current expected credit losses on trade receivables

Movements in the allowance for current expected credit losses on trade receivables for the six months ended June 30, 2024 and 2025 were as follows:

Other Current Assets

Other current assets as of December 31, 2024 and June 30, 2025 consisted of the following:

Other Non-current Assets

Other non-current assets as of December 31, 2024 and June 30, 2025 consisted of the following:

NEBIUS GROUP N.V.

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(In millions U.S. dollars, except share and per share data)

Accounts Payable, Accrued and Other Liabilities

Accounts payable, accrued and other liabilities as of December 31, 2024 and June 30, 2025 comprised the following:

Deferred Revenue

The Group recognizes deferred revenue when cash is received and before performance obligations are fulfilled, including amounts that may be refundable. Deferred revenue balances primarily relate to activities of the TripleTen business.

As of June 30, 2025, total deferred revenue increased to $19.3 from $16.3 as of December 31, 2024, driven by the overall growth in the Group’s operations. Deferred revenue is expected to be recognized as revenue during the period of one calendar year.

Interest income

The Group recognized interest income for the six months ended June 30, 2024 and 2025 in the amounts of $13.1 and $12.1, respectively. Interest income is earned from the Group’s cash and cash equivalents, represented by current accounts and other highly liquid financial instruments such as bank deposits with maturities of less than three months, and overnight deposits.

The accrued interest receivable in the amount of $2.4 as of June 30, 2025 is excluded from the amortized cost basis of financing receivables. The Group did not write off any accrued interest receivable during the six months ended June 30, 2024 and 2025.

Other Income/(Loss), Net

The following table presents the components of other income / (loss), net in absolute terms for the periods presented:

Income and non-income taxes payable

The income and non-income taxes payable line in the consolidated balance sheets includes income taxes payable in the amount of $0.7 and $2.1 as of December 31, 2024 and June 30, 2025, respectively.

Reallocations of Accumulated Other Comprehensive Income / (Loss)

For the six months ended June 30, 2024 and 2025, the Group reclassified other comprehensive loss in the amount of $2,428.6 and other comprehensive income in the amount of $0.8, respectively, from equity to earnings upon the 2024 Deconsolidation of the divested businesses (Note 3). Such other comprehensive income / (loss) consisted solely of currency translation adjustment directly attributable to the divested businesses.

NEBIUS GROUP N.V.

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(In millions U.S. dollars, except share and per share data)

Equity method investments

The table below summarizes the movements in the carrying amount of the Group’s equity method investments for the six months ended June 30, 2024 and 2025.

Investment in Toloka represents an investment in its common stock, recognized at fair value as of the date of Toloka Deconsolidation. Investment in Toloka’s preferred stock is accounted for separately as an investment in non-marketable equity securities as disclosed below.

The carrying value of the Company’s equity method investments as of December 31, 2024 and June 30, 2025 were as follows:

Included in the carrying value of Toloka investment is the basis difference, net of amortization, between the original cost of the investment and the Company's proportionate share of the net assets of Toloka. The carrying value of the equity method investment is primarily adjusted for the Company’s share in the losses of Toloka and amortization of basis differences.

The table below provides the composition of the basis difference as of June 30, 2025:

The Company amortizes the basis difference related to the intangible assets over the estimated useful lives of the assets that gave rise to the difference using the straight-line method. The weighted-average remaining useful life of the intangible assets is approximately 5.9 years as of June 30, 2025.

Investments in non-marketable equity securities

The Company’s non-marketable equity securities are investments in privately held companies without readily determinable fair values and are summarized as follows:

NEBIUS GROUP N.V.

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(In millions U.S. dollars, except share and per share data)

ClickHouse

In 2021, the Group effected a spin-off of ClickHouse Inc. (or “ClickHouse”), an open-source database management system. In 2022, the Company lost significant influence over ClickHouse. As a result, the investment is accounted for under the measurement alternative, recorded at its initial cost less impairment, with the initial cost determined on the date of transfer from the equity method. As of December 31, 2024 and June 30, 2025, the investment was not impaired.

In May 2025, ClickHouse completed a Series C convertible preferred stock financing (the “Series C Financing”) from investors other than the Group. In connection with the Series C Financing, the Company purchased warrants for Series C convertible preferred stock for aggregate consideration of $50.0 These warrants are exercisable only upon the occurrence of specific events, such as a direct listing or initial public offering, sale event, or upon transfer. The Series C Financing represents an observable price change from an orderly transaction involving equity securities similar to the Group’s investment, and pursuant to ASC 321, the fair value of these investments was remeasured as of the transaction date to reflect this change. For the six months ended June 30, 2025, the Company recognized an upward adjustment in the amount of $597.4 presented as gain from revaluation of investment in equity securities in the unaudited condensed consolidated statement of operations.

Toloka

As disclosed in Note 3, upon the Toloka Deconsolidation, the Company retained a non-controlling interest in Toloka Group in a combination of voting and nonvoting common and preferred shares. Preferred shares are not considered in-substance common stock and are accounted for under the measurement alternative of ASC 321. The initial cost basis of the Group’s holdings of Toloka Group’s preferred stock was determined based on the purchase price in the Toloka financing transaction and amounted to $97.0.

Fair value is an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. A three-tier fair value hierarchy is established as a basis for considering such assumptions and for inputs used in the valuation methodologies in measuring fair value:

Level 1—observable inputs that reflect quoted prices (unadjusted) in active markets for identical assets or liabilities;

Level 2—inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly; and

Level 3— inputs consisting of unobservable data requiring significant judgment or assumptions.

The Group's financial assets and liabilities subject to fair value measurement include investments in cash and cash equivalents, including money market funds, investments in non-marketable equity securities, equity method investments and convertible debt. The fair value of the Group financial assets and liabilities as of December 31, 2024 and June 30, 2025 approximates their carrying value.

Investments measured at fair value on a recurring basis

Cash and cash equivalents are measured at fair value and classified as Level 1 within the fair value hierarchy, as their valuation is based on quoted prices for identical assets in active markets or on inputs derived from quoted prices for similar instruments in active markets.

Investments measured at fair value on a nonrecurring basis

The initial cost basis of the equity method investment in Toloka Group is measured at fair value and classified as Level 3. The Group utilizes valuation methodologies such as discounted cash flow analysis and market-based approaches. These approaches often require unobservable inputs, including assumptions about the investee’s future operating performance, projected growth rates, and discount rates reflecting investee-specific risks. Adjustments may be made to account for the illiquid nature of the investment, aligning with industry benchmarks or comparable market transactions. These measurements rely heavily on the Group’s judgment and the use of financial forecasts specific to the investee.

NEBIUS GROUP N.V.

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(In millions U.S. dollars, except share and per share data)

Non-marketable equity securities represent the Group’s investments in privately held companies without readily determinable market values. The carrying value of these securities is adjusted to fair value based on observable transactions involving identical or similar investments of the same issuer or due to impairment. The Group remeasured its investment in ClickHouse as of May 28, 2025, the date when an observable price change took place, based on ClickHouse’s Series C Financing.

The Company used a back-solve valuation approach to determine the fair value of its investment in ClickHouse. The fair value is based on valuation techniques appropriate for the nature of such investments and the information available about the investee’s valuation. The basis for the determination of the fair value of the Company’s investment in ClickHouse was derived from the investee’s recent sale of similar securities in its Series C Financing. The Company uses an option-pricing model to adjust the observed transaction price for the rights and preferences of the various classes of securities and allocate the value to securities owned by the Company. The model includes assumptions around the investees’ expected time to liquidity and volatility, as well as application of an incremental discount for lack of marketability.

The following table summarizes information about the significant unobservable inputs used in the fair value measurement for the Company’s investment in ClickHouse:

For additional details about the cost and remeasurement amount of Company’s investments measured at fair value on a nonrecurring basis, see Note 5.

Property and equipment, net of accumulated depreciation, as of December 31, 2024 and June 30, 2025 consisted of the following:

Assets not yet in use primarily represent server and network equipment, infrastructure systems, equipment and other assets under installation, including related prepayments, and comprise the cost of the assets and other direct costs applicable to purchase and installation.

Depreciation expenses related to property and equipment for the six months ended June 30, 2024 and 2025 amounted to $19.6 and $121.2, respectively.

NEBIUS GROUP N.V.

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(In millions U.S. dollars, except share and per share data)

The Group leases co-location space at data center facilities and, to a lesser extent, corporate offices, all of which are operating leases. The Group’s leases have remaining lease terms of 1 to 9 years, some of which include options to terminate the leases within 1 year.

The components of lease expense comprise operating lease costs, which are disclosed in the unaudited condensed consolidated statements of cash flows.

Supplemental balance sheet information related to the Group’s operating leases was as follows:

Maturities of lease liabilities as of June 30, 2025 were as follows:

Information about weighted-average remaining lease term and weighted-average discount rate is presented below:

As of June 30, 2025, the Group had additional operating leases that have not yet commenced, primarily for data center facilities. The aggregate amount of estimated future undiscounted lease payments for such contracts is $1,651.9. These operating leases will commence in accordance with their terms for a period of up to 10 years.

NEBIUS GROUP N.V.

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(In millions U.S. dollars, except share and per share data)

Intangible assets, net of amortization, as of December 31, 2024 and June 30, 2025 consisted of the following:

Amortization expenses of intangible assets for the six months ended June 30, 2024 and 2025 were $0.7 and $3.1, respectively.

Estimated amortization expense over the remaining useful life for intangible assets subject to amortization as of June 30, 2025 was as follows:

Income taxes are computed in accordance with Dutch, US and other national tax laws. Nebius Group N.V. is incorporated in the Netherlands, and its taxable profits are subject to income tax at the rate of 25.8% for the six months ended June 30, 2024 and 2025.

The Company recorded income tax expense of 0.1 and $1.7 for the six months ended June 30, 2024 and 2025, respectively.

The tax years 2021 – 2024 remain open for examination by the Dutch tax authorities with respect to the Company and Dutch subsidiaries.

In addition, significant management judgment is required in determining whether deferred tax assets will be realized. A valuation allowance is recognized to reduce deferred tax assets to amounts that are more likely than not to ultimately be utilized based on the Company’s ability to generate sufficient future taxable income. Establishing or reducing a tax valuation allowance requires the Company to make assessments about the timing of future events, including the probability of expected future taxable income and available tax planning strategies. If actual events differ from management’s estimates, or to the extent that these estimates are adjusted in the future, any changes in the valuation allowance could materially impact the Company’s consolidated financial statements.

NEBIUS GROUP N.V.

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(In millions U.S. dollars, except share and per share data)

Purchase Commitments

The Group has entered into purchase commitments for power and utilities of rented data center facilities (co-location agreements) with future payments (net of VAT) amounting to $3.5 in the second half of 2025, $7.1 in 2026, $7.4 in 2027, $7.6 in 2028 and $5.9 in 2029 and thereafter. The Group also has material purchase commitments for other goods and services with future payments (net of VAT) amounting to $ 0.2 in the second half of 2025, $ 0.4 in 2026, $ 0.4 in 2027, $ 0.4 in 2028 and $ 0.4 in 2029 and thereafter.

Legal Proceedings

In the ordinary course of business, the Group is a party to various legal proceedings and subject to claims, certain of which relate to the alleged breach of certain contractual arrangements. The Group intends to vigorously defend any lawsuit and believes that the ultimate outcome of any pending litigation, other legal proceedings or other matters will not have any material adverse effect on the financial condition, results of operations or liquidity of the Group.

As of June 30, 2025, the Group was subject to various legal and regulatory matters that have arisen in the normal course of business with related claims amounting to $5.2 ($4.5 as of December 31, 2024). The Group has not recognized a liability in respect of those claims because management does not believe that the Group has incurred a probable material loss by reason of any of those matters. These amounts do not include amounts related to discontinued operations in connection with the 2024 Deconsolidation.

Tax Contingencies

Taxes are subject to review and investigation by a number of authorities authorized by law to impose fines and penalties. Although the Group believes it has provided adequately for all tax liabilities based on its understanding of the applicable tax legislation, the relevant tax authorities may take different positions. As of June 30, 2025, the Group accrued $0.3 ($181.9 as of December 31, 2024) for contingencies related to non-income taxes, as a component of account payable, accrued and other liabilities in the consolidated balance sheets.

In February 2025, the Company filed declarations for dividend withholding tax to the Dutch tax authorities and subsequently paid EUR 173.7 ($181.5 at the exchange rate on the date of payment). The amount paid related to the treatment of a portion of the Class A shares received as partial consideration for the Divestment as a repurchase of shares, and corresponds to the contingent liability reflected in the Company’s balance sheets as of December 31, 2024 as disclosed in Note 4.

Additionally, the Group has identified possible contingencies related to non-income taxes, which are not accrued. Such contingencies could materialize and require the Group to pay additional amounts of tax. As of June 30, 2025, the Group estimated the contingencies related to non-income taxes, including penalties and interest, at approximately $1.4 ($1.5 as of December 31, 2024).

Environment and Current Economic Situation

In 2024, after the completion of the divestment (Note 1, Note 3) the Group had principal operations in the Netherlands and the United States, alongside a number of smaller, early-stage operations in other international regions.

The global macroeconomic environment continues to be uncertain, reflecting the impacts of inflation, potential tariffs and other trade restrictions, supply chain constraints in semiconductor components, regulatory shifts impacting the technology and AI infrastructure sectors, changes in interest rates, instability in the global credit markets, geopolitical conflicts in Europe and the Middle East, and related market uncertainty. While inflation has fallen in most major economies over the last year, the risk of renewed inflationary pressures and the resulting impact on economic growth remains. The Company will continue to actively monitor and respond accordingly to the macroeconomic environment.

Following the completion of the Divestment, the Company no longer has exposure to the risks and uncertainties associated with the operations of those divested businesses. As of June 30, 2025 none of the Group’s current subsidiaries are restricted from remitting funds in the form of cash dividends or loans.

NEBIUS GROUP N.V.

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(In millions U.S. dollars, except share and per share data)

Convertible notes issued in 2025

On June 5, 2025, the Group issued $1,000 aggregate original principal amount of senior unsecured convertible notes (the “Notes”) in a private placement pursuant to Rule 144A under the Securities Act of 1933, as amended. The Notes were sold to qualified institutional buyers in two equal tranches:

The Notes were issued at par but accrete to a higher accreted principal amount over time:

The accreted principal amount is payable only upon maturity or early redemption. The Notes bear interest at 2.00% and 3.00%, respectively, payable semi-annually in arrears on June 5 and December 5 of each year, beginning December 5, 2025. The Notes have an initial conversion rate of 19.4363 Class A ordinary shares of the Company per one thousand U.S. dollars of original principal amount of the Notes. The conversion rate and conversion price per original principal amount of Notes will be subject to customary adjustments upon the occurrence of certain events. The Notes may become redeemable after December 10, 2026 and June 10, 2027 for 2029 and 2031 Notes respectively, and upon achievement of specified price per Class A share.

The Notes were issued under separate indentures with U.S. Bank Trust Company, National Association, serving as trustee. They are senior unsecured obligations of the Group and rank pari passu with all of Nebius Group’s other existing and future senior unsecured indebtedness. Holders of the Notes have the right to require the Company to repurchase all or a portion of their Notes upon the occurrence of a fundamental change, as defined in the indentures.

The net proceeds to the Company from the sale of the Notes were $975.1. Debt issuance costs were approximately $24.9 and will be amortized as interest expense over the term of the Notes.

The carrying amount of the convertible notes as of June 30, 2025 was as follows:

The Company recognized $4.8 as interest expenses related to the contractual coupon interest, amortization of the debt discount and issuance costs for the six months ended June 30, 2025, including $1.8 coupon interest payable in December 2025. This amount is included in Debt, current in the Group’s unaudited condensed consolidated balance sheet.

The Group’s convertible senior notes issued in June 2025 are carried at amortized cost, with an unamortized balance of $1,000.0 million as of June 30, 2025. The Group has not elected the fair value option and measures the fair value of convertible debt for disclosure purposes only. The fair value of the convertible senior notes as of June 30, 2025, was $978.2

Convertible notes issued in 2020

On March 3, 2020, the Company issued and sold $1,250.0 in aggregate principal amount of 0.75% convertible notes due March 3, 2025 at par (the “2025 Notes”).

On March 7, 2022, the 2025 Notes’ delisting event condition was triggered as a result of the trading of the Company’s Class A shares on Nasdaq having been suspended for at least five trading days. This resulted in the holders of the 2025 Notes having the right to require the redemption of their 2025 Notes at par in the full amount of $1,250.0, plus accrued interest.

NEBIUS GROUP N.V.

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(In millions U.S. dollars, except share and per share data)

In June 2022, the Group entered into settlement agreements with holders of a majority of the 2025 Notes and completed the repurchase of 93.2% in aggregate principal amount of the 2025 Notes and accounted for the modification of all the 2025 Notes. The Group has to date repurchased more than 99% in aggregate principal amount of the 2025 Notes originally issued.

The remaining cash consideration for the remaining 2025 Notes amounts to $6.1 and $6.1 as of December 31, 2024 and June 30, 2025, respectively.

Employee Equity Incentive Plan

The Group grants share-based awards under the Nebius Group N.V. Amended and Restated Equity Incentive Plan (the "Plan"). The Plan provides for the issuance of Share-Based Awards (including options, restricted shares units (“RSUs”), performance share units (“PSUs”), share appreciation rights (“SARs”) and awards in respect of the Group’s business units and subsidiaries (“Business Unit Equity Awards”)) to employees, officers, advisors and consultants of the Group and members of the Board of the Company. Share-Based Awards granted under the Plan generally vest over a four-year period with four-sixteenths (4/16) of such awards vesting on the last day of the 12th full calendar month following the date of grant, and an additional one-sixteenth (1/16) of such awards vesting on the last day of each third full calendar month thereafter.

Certain options may be granted with exercise prices that is considered to be “deeply out of the money”. These awards are considered to have an implicit market condition, and the Group uses a Monte Carlo valuation model to estimate the fair value of the options as of the date of grant. The Monte Carlo valuation model uses multiple simulations to evaluate the probability of achieving various stock price levels. For options that vest based on market conditions, the Group recognizes compensation cost over the requisite service period regardless of whether the market condition is ultimately satisfied. During the six months ended June 30, 2025, the Group granted 6,000,000 options to certain executives with exercise prices that were considered to be deeply out of the money and contain an implicit market condition. The Group recognized $2.4 of expense related to these awards for the six months ended June 30, 2025.

Share-Based Compensation Expense

The following table summarizes information about recognized share-based compensation expenses for the six months ended June 30, 2024 and 2025:

Share-based compensation expense is recognized in respect of the awards granted to employees of both continuing and discontinued operations. For the six months ended June 30, 2024 and 2025 the Group recognized share-based compensation expense in relation to employees directly attributable to the operations of the discontinued operations in the amount of $64.7 and $0.2 respectively. Share-based compensation expenses for the employees of retained businesses amounts to $7.1 and $32.1 for the six months ended June 30, 2024 and 2025, respectively.

As of June 30, 2025, the Group had $193.6 million of unamortized share-based compensation expense related to all unvested awards in respect of the Company’s shares, which is expected to be recognized over a weighted average amortization period of 3.78 years.

NEBIUS GROUP N.V.

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(In millions U.S. dollars, except share and per share data)

The following table summarizes information about Share Options and SARs:

The Company estimates the fair value of Share Options using the Monte-Carlo and BSM pricing model.

The following table summarizes information about RSUs:

Avride Employee Stock Incentive Plan

Avride B.V., a subsidiary of the Group (“Avride”), adopted the Avride 2021 Equity Incentive Plan (the “Avride Plan”) on February 11, 2021. RSUs awarded under the Avride Plan entitle the holder to receive a fixed number of depositary receipts representing Class A shares in Avride at no cost upon the satisfaction of certain time-based vesting criteria. Generally, Avride RSUs vest over a six-year period, 17% after one year, with the remaining vesting in equal amounts on the last day of each quarter over the following five years.

On February 27, 2025, the Company effected a corporate reorganization of the Avride group, pursuant to which Avride Holding Inc., a Delaware corporation and subsidiary of Nebius Group N.V., became the intermediate holding company of the Avride group.

On March 6, 2025, the board of directors of Avride Holding Inc. authorized and approved the adoption of a new Avride Employee Stock Incentive Plan ("Avride ESOP"), a participating subsidiary plan under the Company’s Amended and Restated Equity Incentive Plan. The Avride ESOP authorizes the grant of equity awards in respect of up to 7,926,674 shares of common stock of Avride Holding Inc. (representing 20% of the fully diluted share capital of Avride Group Inc).

The following table summarizes Avride awards activity for the Group:

The Company estimates the fair value of Avride Share Options using BSM pricing model.

NEBIUS GROUP N.V.

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(In millions U.S. dollars, except share and per share data)

As of June 30, 2025, the unamortized share based compensation expense related to Avride share options in the amount of $5.4 million is expected to be recognized over a weighted average period of 2.15 years.

The Group’s chief operating decision maker (“CODM”) is the management committee, consisting of the Group’s Chief Executive Officer and Chief Operating Officer. The Group has determined its operating segments based on how the CODM manages the business, allocates resources, makes operating decisions and evaluates operating performance. The Group’s CODM evaluates the performance of the Company’s segments on a regular basis, primarily based on earnings before interest, tax, depreciation and amortization, adjusted for other non-recurring items (“Adjusted EBITDA”).

In 2025, following the completion of the Toloka investment transaction (Note 3), the Group introduced the following changes to its reporting segments compared to those presented within the notes to the consolidated financial statements for the year ended December 31, 2024, in order to reflect the new operational structure of the retained businesses:

This change has been applied retroactively to all periods presented. Reportable segments derive revenues from the following services:

Operating segments of the Group may integrate products managed by other operating segments into their services, for which they pay compensation. Such compensation represents intersegment transactions, which are included in revenues of the reportable segments presented below. The Group considers it to be impracticable to separately present revenues from external customers and intersegment transactions for each reportable segment as such information is not readily available and is not presented to the CODM. The measures of the segments’ profits and losses that are used by the CODM to assess segment performance and decide how to allocate resources are presented below. Each segment’s assets are not reviewed by the CODM, while capital expenditures are evaluated for cash flow management.

NEBIUS GROUP N.V.

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(In millions U.S. dollars, except share and per share data)

The table below presents Revenue, Adjusted EBITDA loss, and expense information about the Group’s operating segments: