Nvidia Nebius Stake Sends Shares Higher
Nvidia Nebius stake in a Schedule 13G signals passive ownership and a lock-up and lifted Nebius shares while prompting analyst target revisions.
KEY TAKEAWAYS
- Nvidia filed a Schedule 13G reporting 22,256,412 Nebius Class A shares, a 9.3% passive stake.
- The holding includes 1,190,476 previously held shares plus 21,065,936 issuable via a pre-funded warrant.
- The filing classifies the stake as passive and notes a contractual lock-up through 2026-09-11 ahead of Q2 results.
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NVIDIA Corporation (NVDA) disclosed on July 20, 2026, that it holds a passive position in Nebius Group N.V. (NBIS). The Nvidia Nebius stake, reported in a Schedule 13G filing, sparked a rally in the neocloud company’s shares and highlighted Nvidia’s expanding role in AI-cloud infrastructure.
Filing Details and Ownership
Nvidia filed a Schedule 13G with the U.S. Securities and Exchange Commission, accepted on July 20, 2026, at 5:00 p.m. ET. The filing, submitted under Rule 13d-1(c) for passive investors, reported beneficial ownership of 22,256,412 Class A ordinary shares, representing 9.3% of Nebius’s Class A stock. Nvidia holds sole voting and dispositive power over the shares with no shared control. The filing states the securities were not acquired to change or influence control of Nebius and are not part of any transaction with such intent.
The position breaks down into 1,190,476 Class A shares Nvidia previously reported in its Form 13F for the quarter ended March 31, 2026, and 21,065,936 Class A shares issuable upon exercise of a pre-funded Class A ordinary-share purchase warrant. Nvidia obtained the warrant under a Securities Purchase Agreement in March but is contractually barred from exercising it or selling the underlying shares before September 11, 2026. Despite this, SEC rules treat the warrant as exercisable within 60 days of the July 13, 2026 reference date, requiring inclusion of the warrant-backed shares in the reported position.
Strategic Context and Market Response
The warrant position stems from a Securities Purchase Agreement dated March 11, 2026, described as part of a roughly $2 billion strategic investment to support Nebius’s data-center and AI-cloud expansion. Nebius, a Dutch neocloud computing firm, focuses on GPU-intensive workloads and serves as an infrastructure partner that converts Nvidia hardware into deployable AI compute capacity. The company’s build-out rests on more than $40 billion of contracted revenue from hyperscalers including Microsoft and Meta.
Following the filing, Nebius shares rallied, prompting increased analyst activity. One research firm upgraded its rating to Buy and raised its price target to $200, applying a 4–6× 2028 EV/EBITDA valuation framework. Another reiterated a Buy rating with a $280 target, citing accelerating AI-compute demand and Nebius’s evolving asset-light business model. Market participants identified Nebius’s Q2 earnings report, due July 29, 2026, as a near-term catalyst.
The Schedule 13G confirms Nvidia’s strategic exposure to a cloud infrastructure partner, combining commercial GPU demand with potential equity upside. The filing classifies the holding as passive, not signaling an acquisition or control attempt.
