NVIDIA Discloses 9.3% Stake in Nebius, Stock Jumps Over 3% After Hours

NVIDIA (NVDA-US) filed a Schedule 13G with the U.S. Securities and Exchange Commission (SEC) on Monday (20th), disclosing beneficial ownership of 22.2564 million Class A ordinary shares in AI cloud services provider Nebius Group (NBIS-US), equivalent to a 9.3% stake.

Nebius closed up 2.76% on Monday at $182.62 per share, and its after-hours price surged over 3% following the announcement.

The filing shows that the shares include 1.1905 million ordinary shares previously reported by NVIDIA in its 13F filing for the quarter ended March 31, and 21.0659 million shares issuable upon conversion of a prepaid warrant.

NVIDIA acquired the warrant through a securities purchase agreement with Nebius on March 11. However, NVIDIA cannot exercise the warrant or sell the underlying shares before September 11.

Under SEC rules, because the warrant becomes exercisable within 60 days starting July 13, NVIDIA has been deemed a beneficial owner of the related shares as of that date, triggering the reporting obligation. In other words, the majority of NVIDIA’s reported 9.3% stake consists of potential shares from the warrant, not yet-exercised common stock.

The filing also indicates that NVIDIA holds sole voting and dispositive power over all 22.2564 million shares, with no shared rights. The filing was submitted under Rule 13d-1(c), and NVIDIA stated that the securities were not acquired or held with the purpose of changing or influencing control of Nebius.

Meanwhile, Northland raised its target price for Nebius to $410, maintaining an 'Outperform' rating. Based on a share price of $184.32, this implies a potential upside of approximately 124.5%.

Northland applied a valuation framework similar to that used for CoreWeave (CRWV-US), expecting Nebius to capture about 14% market share in the $800 billion AI-as-a-Service (AIaaS) market long-term, with terminal free cash flow margins estimated at 30%.

Within the $410 target, Northland estimates Nebius’s non-core AIaaS business contributes approximately $29 per share. Analysts are optimistic about the company’s asset-light model, where partners fund, own, and operate AI data centers, while Nebius provides system architecture and software technology—enabling expanded compute supply with reduced capital burden and improved scalability.

Nebius recently secured $775 million in debt financing to accelerate the development of its AI cloud platform. The loan is backed by deployed GPU infrastructure and cash flows from investment-grade customer contracts, maturing on October 31, 2030.

The company also signed a compute supply agreement with Reflection AI worth over $1 billion, extending through 2029. Freedom Capital upgraded Nebius from 'Hold' to 'Buy', raising its target price from $159 to $200.