NEW YORK, July 21, 2026, 08:05 (EDT)
- Nebius rose about 7% in premarket trading. Regular U.S. trading starts at 09:30 EDT.
- Nvidia’s beneficial stake of 9.3% represents 22.26 million shares, 94.7% of which are warrants.
- Preliminary calculation: the warrant was valued at $3.85 billion at Monday’s close, about $1.85 billion above its March purchase price.
Nebius Group N.V. NASDAQ:NBIS rose about 7% before Tuesday’s open after Nvidia Corp. NASDAQ:NVDA disclosed a 9.3% passive stake. Regular trading had not yet started.
The filing showed no new investment. A pre-funded warrant bought in March accounted for about 21.07 million of the 22.26 million reported shares, or 94.7% of the holding.
SEC rules required disclosure after the warrant moved within 60 days of exercise. Nvidia cannot exercise or sell those shares before September 11. The filing trigger date was July 13.
The distinction matters. Investors are repricing an existing commercial tie, not pricing in another $2 billion cheque. Nvidia also has a large implied paper profit.
| Position component | Shares | Reported stake share | Disclosed cost | Preliminary value at $182.62 |
|---|---|---|---|---|
| Ordinary shares held directly | 1,190,476 | 5.3% | Not stated in filing | $217 million |
| Advance-funded warrant | 21,065,936 | 94.7% | About $2.00 billion | $3.85 billion |
| Total beneficial ownership | 22,256,412 | 100.0% | — | $4.06 billion |
Preliminary calculations use Monday’s closing share price and exclude taxes, fees and any warrant liquidity discount.
Nvidia paid $94.94 per underlying share for the warrant in March, compared with Monday’s close of $182.62. That implied a gain of about $1.85 billion, or 92%.
The smaller direct stake is worth about $217 million. Nvidia certified that it did not acquire the position to influence control of Nebius. It filed under the passive-investor rule.
Nebius still faces a tougher financing question. On July 17, it raised $775 million in secured debt. The facility carries a SOFR plus 2.5% rate and matures in October 2030.
Nebius said deployed GPUs and contracted customer cash flows secure the loan, together covering more than 100% of related capital spending. The company plans to reuse the funding structure.
The company cited more than $40 billion in additional contracts with Microsoft Corp. NASDAQ:MSFT and Meta Platforms Inc. NASDAQ:META. Chief Operating Officer Ophir Nave called the financing “an important step in that strategy.” Nebius
Freedom Capital analyst Paul Meeks upgraded Nebius to Buy on Monday, lifting his target to $200 from $159. With shares at about $195 premarket, the rally left roughly 2% upside to that target.
Risks: Nebius must still secure capital, deliver capacity and retain large customers. September’s lock-up expiry could raise supply concerns. Nvidia’s filing stated no plan to sell.
The next test is operational, not legal. Investors will assess whether contracted demand can fund expansion without costly new equity. The ownership filing alone does not answer that.
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