Nvidia's Nebius Stake Turns on Warrant Clock

Nvidia reported 9.3% beneficial ownership of Nebius in a Schedule 13G signed Monday, but the useful detail is not the headline percentage. Most of the position is tied to a pre-funded warrant that Nvidia says it cannot exercise before September 11, 2026.

That makes the filing a financing and timing story, not just another AI-cloud endorsement. The market can see Nvidia's economic exposure. It still has to separate beneficial ownership rules from ordinary shares already in hand.

What the filing says

The Schedule 13G lists Nvidia as beneficial owner of 22,256,412 Nebius Class A ordinary shares, or 9.3% of the class. It shows sole voting and dispositive power over the same number.

The filing breaks that number into two parts: 1,190,476 Class A shares previously reported on Nvidia's March-quarter Form 13F, and 21,065,936 shares issuable under a pre-funded warrant acquired on March 11.

Why the warrant matters

The Nebius March 6-K says Nebius sold Nvidia a pre-funded warrant for about $2 billion. The warrant carries a $0.0001 exercise price and can be settled from treasury shares or newly issued shares.

The new 13G adds the key timing boundary. Nvidia is currently prohibited from exercising the warrant, and from selling the shares underlying it, before September 11. The filing also says SEC rules can still treat those warrant shares as beneficially owned because the warrant may be exercised within 60 days of July 13.

The AI-cloud financing question

Nvidia and Nebius announced the March deal as part of a strategic partnership to scale full-stack AI cloud. The Nvidia and Nebius joint release said the companies aimed to support more than 5 gigawatts of Nvidia systems by the end of 2030.

Nebius has since added another financing layer. On July 17, the company announced a Nebius secured-debt announcement backed by GPU infrastructure and contracted cash flows. It said the facility covers more than 100% of the capital expenditure required for the underlying GPU deployment and pointed to more than $40 billion of additional customer commitments.

The second-order question is therefore whether AI-cloud growth is being financed by durable contracted demand, supplier-linked capital, or a mix that gets harder to read when warrants, leases and project-level debt sit beside ordinary equity.

What comes next

September 11 is the clean date to watch. Until then, the filing supports a narrow claim: Nvidia has reported 9.3% beneficial ownership for SEC purposes, but most of that reported amount is still warrant-linked.

For Nvidia, the filing is another sign that chip demand, customer financing and AI-cloud capacity are becoming one capital-allocation loop. For Nebius, the test is whether contracted deployments turn into operating cash flow fast enough to justify the financing stack now visible in public records.

This article is informational only and is not investment advice.