Nebius Group N.V. (NASDAQ:NBIS) saw its shares climb approximately 7% in premarket trading on Tuesday following a regulatory filing by Nvidia Corp. (NASDAQ:NVDA) revealing a 9.3% beneficial stake in the AI infrastructure company. The filing, made with the Securities and Exchange Commission, showed that Nvidia holds 22.26 million shares of Nebius, with the vast majority—94.7%—stemming from a pre-funded warrant acquired in March.
The disclosure, required under SEC rules after the warrant moved within 60 days of exercise, does not represent a new cash investment. Instead, it formalizes an existing commercial relationship between the two companies. Nvidia cannot exercise or sell those shares before September 11, and the filing trigger date was July 13. This distinction is crucial for investors, as it reflects a repricing of an existing tie rather than a fresh capital injection.
Preliminary calculations based on Monday's closing price of $182.62 per share value the warrant at approximately $3.85 billion, representing a gain of about $1.85 billion—or 92%—over the March purchase price of $94.94 per underlying share. The smaller direct stake of 1,190,476 ordinary shares is worth approximately $217 million. Nvidia certified that it acquired the position as a passive investor, with no intent to influence control of Nebius.
The market's positive reaction comes amid ongoing scrutiny of Nebius's financing strategy. On July 17, the company secured a $775 million secured debt facility, carrying an interest rate of SOFR plus 2.5% and maturing in October 2030. Nebius stated that deployed GPUs and contracted customer cash flows collateralize the loan, covering more than 100% of related capital spending. The company plans to replicate this funding structure for future expansion.
Nebius also highlighted over $40 billion in additional contracts with major tech firms, including Microsoft Corp. (NASDAQ:MSFT) and Meta Platforms Inc. (NASDAQ:META). Chief Operating Officer Ophir Nave described the financing as "an important step in that strategy." Freedom Capital analyst Paul Meeks upgraded Nebius to Buy on Monday, raising his price target to $200 from $159. With shares trading near $195 premarket, the rally leaves limited upside to that target.
Despite the positive sentiment, risks remain. Nebius must still secure additional capital, deliver on capacity commitments, and retain large customers. The expiration of the lock-up period in September could introduce supply concerns, though Nvidia's filing stated no plan to sell. The next test for Nebius is operational: investors will assess whether contracted demand can fund expansion without costly equity raises. The ownership filing alone does not answer that question.
