Henry ResearchCompany studies
NBIS◆The Nebius StoryPlate 01 / 20
An illustrated investor briefing

The Nebius Story

What does one share of Nebius buy? An NBIS share is a claim on the Dutch parent. What will be left for that share after Nebius builds, powers and replaces its machines?

FINANCIAL BASELINE
October 6, 2026
/ FIELD NOTES
Company studies · No. 01
Fig. 01 / The machine roomOriginal illustration of an engineer inspecting compute trays in a long data-center aisle.
Inside the AI buildoutConceptual illustration
The shareholder’s test

Can paid compute cover the next generation of machines and still leave cash for today’s shareholders?

Archive note

Financial baseline October 6, 2026. The November 3 briefing had no released company fair value. Later model experiments in this feature carry their own dates.

Sources & original slide text

Evidence for this plate

Original briefing · slide 1 · November 3, 2026

NEBIUS / INDEPENDENT INVESTOR BRIEFING AI needs a world to run on Useful AI takes chips, power and software. October 6, 2026 financial baseline CONCEPTUAL ILLUSTRATION 01

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Prologue / The Russian origins

The engineering story began with Russian search

At Moscow’s Softool exhibition in September 1997, the Yandex team demonstrated a search engine for the Russian-language web.

Anonymous attendees watch a search demonstration on a CRT monitor at a Moscow computing exhibition.
Moscow · September 1997Historical reconstruction
01The work

Find a document even when the same Russian word appears in a different grammatical form.

02The lineage

Volozh later led Yandex and became principal founder of Nebius.

Field note

CompTek’s September 23 announcement listed a September 25 demonstration at stand D17 at Softool. The launch and venue are documented; the drawing reconstructs the booth and uses anonymous figures.

Sources & original slide text

Evidence for this plate

Original briefing · slide 3 · November 3, 2026

THE ORIGINS Builders before Nebius Arkady Volozh and his future Nebius co-founders built their careers at Yandex in Russia. F20, founder biographies and company history CONCEPTUAL ILLUSTRATION 03

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Prologue / The Russian origins

The Dutch parent sold its entire Russian business

Yandex N.V. sold the shares of IJSC Yandex, which held its Russian and certain related international businesses, to the Russian fund Consortium First.

Three locations in the separationMap · Natural Earth
01February 2024

The Dutch parent agreed to sell IJSC Yandex to Consortium First.

02May → July

The sale closed in two stages. Russia went to the buyer; the Finnish data center stayed with the Dutch group.

03August → October

The parent took the Nebius name in August. Nasdaq trading resumed on October 21.

Field note

The agreement was signed February 4 and announced February 5. Management dates the closings May 17 and July 12. Completion was announced July 15. The audit report uses May 16 when describing the divested subsidiary. Daily accounting cutoff remains unresolved.

Sources & original slide text

Evidence for this plate

Original briefing · slide 4 · November 3, 2026

THE DIVESTMENT The 2024 break with Yandex’s Russian business FEB Deal announced MAY First closing JUL Final closing AUG Nebius name OCT Nasdaq trading resumes The Dutch parent continued. It sold the Russian and related businesses. F20, Item 4 and financial statement notes. July 15, 2024 company announcement. 04

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Prologue / The Russian origins

One Dutch share now represented a different business

A holder who kept a share owned the continuing Dutch parent. The sale brought the parent $2.8bn in cash and 162.5m of its own Class A shares, held in treasury.

Before: Yandex N.V. / Dutch listed parent
Sold to Consortium First

IJSC Yandex

The Russian businesses and certain related operations outside Russia went to the buyer.

Retained by the Dutch parent

Four international businesses

Nebius AI, Toloka AI, Avride and TripleTen, the Finnish data center, and minority investments.

A continuing shareholder still owned the parent. The parent received the sale proceeds: $2.8bn cash and 162.5m of its own Class A shares.

People carried experience. Roman Chernin brought search and maps experience; Andrey Korolenko brought infrastructure experience. Both became Nebius co-founders. The Russian operating businesses had been sold.

Field note

At closing, retained operations included Nebius AI, Toloka AI, Avride and TripleTen, plus the Finnish data center and minority investments. By the 2025 Form 20-F, the group reported stakes in Toloka and ClickHouse. Toloka was deconsolidated in May 2025.

Sources & original slide text

Evidence for this plate

Original briefing · slide 5 · November 3, 2026

THE FOUNDING TEAM The team reassembled A shared engineering past. A new infrastructure business. Roman Chernin Chief Business Officer Arkady Volozh Principal founder and CEO Andrey Korolenko Chief Product & Infrastructure Officer CONCEPTUAL ILLUSTRATION 05

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Chapter I / Selling computation

A customer pays to finish a job

A model can summarize a report only after software sends its tokens through a running cluster. Nebius sells access to the machines and software that do that work.

Fig. 01Request

Summarize this report.

Fig. 02Compute

Tokenize the input and run the model.

Fig. 03Result

Return the summary to the reader.

Field note

Training builds or adapts a model. Inference runs it on a request. A token is a piece of input or output. The same request can cost different amounts to serve depending on hardware, batching and response time.

Sources & original slide text

Evidence for this plate

Original briefing · slide 2 · November 3, 2026

THE AI WORKLOAD Prompts become useful work PROMPT Summarize this report MODEL INPUT Small pieces of text USEFUL OUTPUT A summary you can read Summ arize this report Illustrative split A token is a small piece of text a model reads or generates. Training builds the model. Inference runs it to answer requests. Plain-language example. F20, Item 4 and tokenizer documentation in notes. 02

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Chapter I / Selling computation

Different sites put different costs on Nebius

From Amsterdam, the group expanded across the Atlantic. Building on owned land, commissioning a developer’s site and renting capacity place different obligations on the balance sheet.

Fig. 01Missouri

Greenfield. Nebius secured land and power for a site it would own.

Fig. 02Vineland, New Jersey

Build-to-suit. A developer supplies the site and Nebius specifies the facility.

Fig. 03Kansas City

Colocation. Nebius rents capacity in a third-party facility.

Field note

The August 2026 letter’s footprint included New Jersey, Missouri and Pennsylvania at different stages. A location on that map says little by itself about when a customer can use it.

Sources & original slide text

Evidence for this plate

Original briefing · slide 6 · November 3, 2026

GLOBAL OPERATIONS A Dutch company builds out in the U.S. NETHERLANDS Amsterdam Corporate base UNITED STATES U.S. build-out New Jersey, Missouri, Pennsylvania The August 2026 footprint shows sites at different stages of development. F20 cover and Q2 2026 shareholder letter, capacity footprint. 06

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Chapter I / Selling computation

Software turns a rack into a service

Customers can rent a cluster, use tools to schedule and monitor workloads, or ask Nebius to serve a model’s responses.

Fig. 01GPU compute

Chips, storage and fast links.

Fig. 02Cloud software

Allocate machines and monitor jobs.

Fig. 03Managed inference

Run a deployed model for users.

Field note

Networks and storage keep accelerators supplied with data. Cloud software allocates the cluster. Managed inference adds deployment and ongoing service. Each layer adds work for Nebius and changes what the customer buys.

Sources & original slide text

Evidence for this plate

Original briefing · slide 7 · November 3, 2026

THE PRODUCT The token platform stack 03 Managed inference Serve deployed models and handle production requests. 02 Cloud software Allocate clusters, orchestrate jobs and monitor service. 01 GPU compute Accelerator chips, fast networking and storage. The ambition Help customers finish demanding work reliably, then keep their models running. F20, Item 4, lines 648–658 and 701–741. 07

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Chapter I / Selling computation

The buyer can rent elsewhere or build its own cluster

A specialist must win on the cost and reliability of completed work. A low quoted GPU-hour rate alone does not tell the buyer how long its job will take.

Fig. 01Specialist cloud

CoreWeave, Crusoe, Lambda and Nebius.

Fig. 02Broad cloud platform

AWS, Google Cloud, Microsoft Azure and Oracle.

Fig. 03Customer-owned

The buyer purchases and operates the cluster.

Field note

Nebius identifies broad cloud platforms and specialist providers as competitors. Large customers can also operate their own infrastructure. These examples establish alternatives without estimating market share.

Sources & original slide text

Evidence for this plate

Original briefing · slide 8 · November 3, 2026

COMPETITION Customers have three ways to get compute Specialist clouds CoreWeave, Crusoe, Lambda and Nebius offer specialist capacity. Broad cloud platforms AWS, Google Cloud, Microsoft Azure and Oracle bundle compute with wider cloud services. Customer-owned clusters Some buyers build and operate their own infrastructure. Compare completed workloads on price, uptime, availability and ease of switching. F20, competition, supplier risk and Microsoft agreement. No market-share estimate. 08

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Chapter I / Selling computation

The contract decides who pays for idle time

On-demand use, a reserved cluster and managed inference can run on similar equipment. They expose Nebius to different revenue and service risks.

Fig. 01On demand

Sell usable time as customers request it.

Fig. 02Dedicated

Reserve capacity and meet availability terms.

Fig. 03Managed

Operate the model and deliver responses.

Field note

A dedicated reservation can pay for available capacity even when the customer uses less of it. Merchant revenue depends on paid demand. Managed service adds the cost of meeting the customer’s response and reliability requirements.

Sources & original slide text

Evidence for this plate

Original briefing · slide 9 · November 3, 2026

BUSINESS MODELS Three ways to sell compute 01 On demand Customers rent GPUs when they need them. 02 Dedicated Customers reserve clusters for a contract term. 03 Managed Customers pay for a service that runs their models. The product mix changes utilization, pricing and the cost of serving a customer. Analyst framework informed by F20, Item 4, lines 701–744. 09

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Chapter II / From power to cash

A powered rack still has to earn its first dollar

A grid connection energizes the site. Cooling, networking and commissioned GPUs make compute available. Commercial terms determine when that availability earns fees.

Utility lines feed a transformer, switchgear and overhead distribution, ending in a row of GPU racks.
GridTransformerSwitchgearGPU racks
Power path · generic facilityConceptual cutaway
01Contracted

Land and power secured.

02Connected

Utility power reaches the facility.

03Installed → active

Racks are fitted. Active IT draws power and is available to earn revenue.

04Billable → cash

Dedicated service must meet contract terms. Merchant use must sell. Collection follows the billing schedule.

Field note

The issuer defines contracted, connected and active power. Installed equipment can still await commissioning. The November 6 Bull test assumes 8.07 GW of average available capacity in 2035 and $23.69m of annual owned fees per available MW, about $191bn in owned fees. Premium pricing and substantial financing are assumptions.

Sources & original slide text

Evidence for this plate

Original briefing · slide 10 · November 3, 2026

DELIVERY AND BILLABILITY Power becomes revenue in stages 1 Contracted Land and power commitments 2 Connected Utility power reaches the site 3 Active IT Installed machines can run workloads 4 Accepted Customer terms determine billability Track the time between each stage, then follow the cash collections. F20, lines 662–675 and 2753–2755. Acceptance and collections are analyst distinctions. 10

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Chapter II / From power to cash

Microsoft and Meta buy service with conditions attached

The contract totals span several years. Deployment, service levels and which capacity remains unsold determine the fees Nebius can earn.

Customer / orderContract size · USDCondition on the money
MicrosoftUp to about $17.4bn through 2031Delivery and availability matter; service credits or tranche termination can follow a miss.
Meta / 2025About $2.9bn initial orderThe filing gives conflicting months for the first delivery.
Meta / 2026$12bn dedicated + up to $15bnThe additional order applies to eligible capacity left unsold.
Field note

The August letter reported delivery of all Microsoft tranches. Service credits and termination rights remain material. For Meta’s initial order, Item 10 says the first delivery was in November 2025, while Note 2 says December. The precise month remains unresolved.

Sources & original slide text

Evidence for this plate

Original briefing · slide 11 · November 3, 2026

MICROSOFT AND META Big customer contracts carry obligations MICROSOFT Up to about $17.4bn through 2031 Missed delivery or availability requirements can trigger credits or end a tranche. META / 2025 Approximately $2.9bn initial order First tranche month unresolved. The filing says November and December 2025 in different sections. META / 2026 $12bn dedicated plus up to $15bn The additional order depends on eligible capacity remaining unsold to other customers. F20, lines 2753–2767 and 5747–5754. Contract values are multiyear and conditional. 11

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Chapter II / From power to cash

AI cloud generated $574.9m of $582.3m in quarterly sales

In Q2 2026 nearly all group revenue came from AI cloud. The $3.0bn headline measured the pace of business at quarter end.

Realized revenue · Q2 2026 · USD millions
Group$582.3m
AI cloud$574.9m

The cloud figure is included in group revenue. The bars share a $0–600m scale.

A different measure · exit pace
$3.0bn

June AI cloud revenue × 12. An annualized run rate extrapolates one month.

Field note

USD. Group and AI cloud revenue cover the three months ended June 30. The annualized run rate multiplies June AI cloud revenue by twelve. Collections, capital spending and replacement cash follow different schedules.

Sources & original slide text

Evidence for this plate

Original briefing · slide 12 · November 3, 2026

REPORTED THROUGH JUNE 2026 The financial starting point $582.3m Group revenue Q2 2026 $574.9m AI cloud revenue Q2 2026, included in group $3.0bn Annualized run rate June AI cloud revenue × 12 Cash conversion still depends on customer receipts, investment and replacement funding. Q2 2026 shareholder letter, p. 9 and p. 3 footnote 4. USD. 12

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Chapter II / From power to cash

The bill for a GPU arrives before the customer’s cash

A batch of machines consumes cash at deposit, delivery and installation. Its useful life must earn back those costs and leave enough for replacement.

Fig. 01Before service

Fund the deposit, equipment and installation.

Fig. 02In service

Collect fees after credits. Pay for power, networks and operations.

Fig. 03At refresh

Continue, replace, redeploy or sell if terms allow.

Field note

Compare the whole cohort on dated cash flows. Allocate power, network and support costs once. Site and network obligations can survive a cancelled order. A feasible decision to wait or redeploy depends on those obligations and any customer commitments.

Sources & original slide text

Evidence for this plate

Original briefing · slide 13 · November 3, 2026

UNIT ECONOMICS A GPU cohort’s cash flows A cohort is a batch of hardware put to work around the same time. Deposit Cash leaves before the cluster arrives Delivery Equipment and site costs come due Service Fees depend on accepted use Replacement Refresh, resale or retirement Site, power and network commitments can survive a canceled purchase. F20, capital intensity and costs. Analyst cohort framework. Scoped ledger review in notes. 13

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Chapter III / The shareholder claim

The same buildout can leave old holders with 74% or 42%

In a later Base model, the same $25.97bn equity need produces two very different share counts. The price new investors will pay determines how a later distribution is divided.

01 / Finance the same buildout
$25.97bn

Gross equity, Q2 2027–Q1 2031. Opening holders start with 375m modeled economic shares.

$200 / new share · 74.28% retained
$50 / new share · 41.92% retained
Opening holdersNew holders
02 / Follow one original share · $200 issue
129.87mnew shares issued
504.87mshares divide the payout

$1.54 reaches one original share in Q3 2033: $776.64m distributed ÷ 504.87m shares.

At $50 the same raise adds 519.47m shares. More of the eventual payout goes to new investors.

Field note

October 6 valuation date, November 4 assumptions, November 6 review. The Base case models the secured loan at 6.47% (3.97% Term SOFR assumption plus a 2.50% spread) and assumes a 9% fixed coupon on future unsecured debt. Under $200 issuance, the present value of all modeled payouts is $331.60 per original share. At $50 issuance it falls to $187.16.

Sources & original slide text

Evidence for this plate

Original briefing · slide 14 · November 3, 2026

CAPITAL DEPLOYMENT The choice is what to buy, and when Buy Wait Replace Can the new cohort earn its full cash cost? Can the company delay without breaching terms? Will a refresh beat continuing or redeploying? Compare feasible choices on the same dated company cash flows. Analyst framework. F20 contract terms and archived November 2 model limitations. 14

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Chapter III / The shareholder claim

Repeat business must pay for the next generation

A specialized cloud earns a durable advantage only if customers renew at prices that cover downtime, support and replacement hardware.

Fig. 01Cost

Cash spent per completed workload.

Fig. 02Retention

Renewal price and repeat usage.

Fig. 03Delivery

Accepted capacity, credits and collections.

Field note

Look for completed workloads at a lower full cash cost, renewal prices after discounts, and reliable acceptance and collection across successive projects. These are investment tests. The company’s product description alone cannot establish the returns.

Sources & original slide text

Evidence for this plate

Original briefing · slide 15 · November 3, 2026

MOAT CONDITIONS What would make the advantage last? Lower cost Prove lower cash cost per completed workload, including uptime, idle capacity and maintenance. Repeat usage Show renewals and growing usage after controlling for contracts and discounts. Reliable delivery Compare acceptance, service credits and collections across projects and hardware generations. Analyst hypotheses informed by F20, product design, platform and competitive risks. 15

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Chapter III / The shareholder claim

Only the original Bull plan cleared the equity floor

The November 2 fixed-plan study produced a zero per-share diagnostic in Bear and Base. Bull reached $4,625–$6,331 as throughput gains outpaced price erosion.

Historical equity diagnostic · USD per share
Bear$0
Base$0
Bull$4,625–$6,331
$0$3,250$6,500
Fixed planThroughput gain / yrUnit price Δ / yr2035 billability
Bear+12%-28%70%
Base+30%-22%88%
Bull+55%-27%92%

Read the floor: Bear and Base each produced negative equity before the model applied the $0 floor. The Bull band shows alternative shareholder claims within that case.

Field note

October 6, 2026 valuation baseline. Discount rates, funding, utilization and other inputs also vary. Negative underlying equity was floored at zero. These were unweighted diagnostics. On November 3 the briefing still reported company fair value unavailable.

Sources & original slide text

Evidence for this plate

Original briefing · slide 16 · November 3, 2026

SCENARIO FRAMEWORK Bear, base and bull paths BEAR Prices and utilization fall. Committed costs and tight funding squeeze cash. BASE Service starts on schedule. Renewals and reinvestment determine cash returns. BULL Reliable delivery and firmer pricing support reinvestment after obligations. FAIR VALUE UNAVAILABLE ACROSS ALL THREE CASES Analyst scenarios. Company cash flows, terminal, financing and shareholder claims remain open. 16

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Chapter III / The shareholder claim

Lower prices and idle machines magnify a funding shortfall

If customers capture all the efficiency gains, the original Bull plan’s upper diagnostic falls from $6,331 to $2,230. Weaker billability cuts it again.

An engineer examines an unlit aisle before the machines are ready for service.
Commissioning · before acceptanceConceptual illustration
01Price

New generations make equivalent work cheaper.

02Utilization

Slow acceptance or weak bookings leave capacity idle.

03Funding

Leases and supplier bills come due as receipts fall.

Field note

In the same November 2 study, reducing 2035 billability to 70% alongside full pass-through lowered the upper diagnostic to $1,561. The fleet plan remained fixed. The numbers measure sensitivity and carry no probability.

Sources & original slide text

Evidence for this plate

Original briefing · slide 17 · November 3, 2026

DOWNSIDE How the bear case compounds 01 Fees fall New hardware can make equivalent work cheaper. 02 Capacity sits idle Weak demand or late acceptance reduces billable hours. 03 Funding tightens Site and supplier commitments remain while cash comes in later. Accepted long-duration service and viable redeployment can soften the impact. Analyst downside. F20 risk factors and archived November 2 fixed-plan stresses. 17

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Epilogue / Testing the thesis

Partners can fund buildings, while Nebius sells the software

The August letter described a partner using Nebius designs and software in its own data center. Token Factory offered another route to fees by serving deployed models.

Fig. 01Managed inference

Repeat paid requests × net margin.

Fig. 02Partner-funded capacity

Partner fees less support, guarantees and delivery obligations.

Field note

For partnerships, examine the net fee after revenue sharing and any guarantees. For managed inference, examine repeat paid use after support and compute costs. Both affect cash available for reinvestment.

Sources & original slide text

Evidence for this plate

Original briefing · slide 18 · November 3, 2026

STRATEGIC POSSIBILITIES Two ways the business could broaden Managed inference Token Factory serves deployed models. The test is repeat usage at attractive cash margins. Partner-funded sites Partners may deploy infrastructure using Nebius software and designs. The test is who bears guarantees, costs and delivery risk. Issuer product and partner model descriptions. Q2 2026 shareholder letter, pp. 5–6. 18

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Epilogue / Testing the thesis

Acceptance, renewals and financing can overturn the case

Three observations change three different assumptions. Track each against the period and the project that produced it.

Fig. 01Late acceptance

Push service start later. Lower near-term fees and raise interim cash needs.

Fig. 02Cheaper renewals

Reduce realized pricing. Lower cash available to pay for replacement.

Fig. 03Lower issue price

Increase shares issued for the same cash. Reduce each original share’s payout.

Field note

Check acceptance dates against service starts and cash receipts. Compare achieved renewal prices with prior terms for comparable equipment. Recalculate dilution from the dollars actually raised and the issue price.

Sources & original slide text

Evidence for this plate

Original briefing · slide 19 · November 3, 2026

EVIDENCE TO TRACK What investors should watch Delivery Which energized sites reach customer acceptance, and on what schedule? Cash margin Do actual prices and utilization cover operating costs and future GPU refreshes? Shareholder claims How do customer credits, debt, financing and dilution change cash available to current holders? Analyst monitoring framework. Reconcile against dated disclosures and project-level evidence. 19

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Epilogue / Testing the thesis

The share earns what survives the next buildout

Reconsider the case when evidence changes how much useful compute sells, how much replacement costs, or how many shares divide the proceeds.

A worker reviews construction plans and a ledger while a crane raises the next hall.
Field office · capital allocationConceptual illustration
01Watch the project

Compare contractual start dates with accepted capacity and the first cash receipt.

02Watch the replacement

Compare renewal fees with full operating cost and the cash needed for the next machines.

03Watch the share count

Rebuild the payout per original share using the actual issue price and proceeds.

Field note

The November 3, 2026 briefing had no released company fair value. The later Base and Bull tests are conditional and use different pricing methods. Publisher holdings and conflicts disclosure was pending in the archived briefing.

Publisher holdings and conflicts disclosure pending.

Sources & original slide text

Evidence for this plate

Original briefing · slide 20 · November 3, 2026

NEBIUS / INDEPENDENT RESEARCH Evidence first Can Nebius turn useful compute into durable cash after replacing equipment and meeting obligations? COMPANY FAIR VALUE UNAVAILABLE Publisher holdings and conflicts disclosure pending. Financial baseline October 6, 2026. Archived research analysis November 2, 2026. 20