Nebius $NBIS Cancels 40M Class A Shares to Streamline Structure Amid AI Focus

The decision by Nebius Group (NBIS) to cancel 40 million Class A shares marks a pivotal moment in the company’s evolution, reflecting a calculated effort to streamline its capital structure following a complex history tied to its predecessor, Yandex. This move, which has sparked discussions among investors on platforms like X, notably from accounts such as @mvcinvesting, underscores a broader strategy to stabilise and refocus the business after years of geopolitical and market turbulence. This analysis delves into the rationale behind the share cancellation, the implications for shareholders, and the context of NBIS’s journey on Nasdaq.

Background: From Yandex to Nebius

Nebius Group emerged from the ashes of Yandex N.V., a Russian tech giant whose Nasdaq listing was halted in February 2022 following geopolitical tensions stemming from the Russia-Ukraine conflict. Trading of Yandex’s Class A shares was suspended, and by March 2023, Nasdaq issued a delisting notice, though the company appealed the decision. Ultimately, Yandex underwent a corporate restructuring, culminating in the creation of Nebius Group, which resumed trading on Nasdaq in October 2024 as a distinct entity focused on AI infrastructure. This transition allowed NBIS to distance itself from legacy issues while retaining a listing structure inherited from Yandex.

The cancellation of 40 million Class A shares, announced in mid-2025, is a direct consequence of this restructuring. While specific details of the cancellation—such as the precise impact on share count and ownership percentages—are yet to be fully disclosed in official filings, the move appears designed to reduce dilution and consolidate control, potentially in preparation for future capital raises or strategic partnerships.

Rationale Behind Share Cancellation

Share cancellations are often a tool for companies to optimise their capital structure, particularly after periods of uncertainty or over-issuance. For NBIS, the decision likely serves multiple purposes. First, it addresses any overhang from Yandex’s prior share structure, where Class A shares carried limited voting rights compared to other classes held by key stakeholders. By reducing the number of these shares, NBIS may be seeking to enhance the relative influence of remaining shareholders and improve market perceptions of governance.

Second, the cancellation could signal confidence in the company’s cash flow and growth trajectory. Unlike a share buyback, which requires direct expenditure, a cancellation of existing shares (if already held as treasury stock) can achieve similar balance sheet benefits without immediate cash outlay. Based on Nebius Group’s Q2 2025 earnings guidance, as reported via their investor relations portal, the company anticipates annual recurring revenue approaching $1 billion by year-end 2025. This robust outlook suggests NBIS is positioning itself for efficiency rather than desperation.

Impact on Shareholders and Market Sentiment

For existing investors, the cancellation of Class A shares is a double-edged sword. On one hand, a reduced share count could theoretically boost earnings per share (EPS) in future quarters, assuming revenue and profit margins hold steady. For context, NBIS reported a provisional EPS of $0.12 for Q1 2025 (January to March), per preliminary figures from Bloomberg Terminal data. A smaller denominator in the EPS calculation could amplify this figure, making the stock more attractive to value-focused funds.

On the other hand, the market’s reaction to such moves often hinges on transparency. If the cancellation disproportionately affects retail investors or lacks clarity on post-cancellation ownership, sentiment could sour. Posts on social media platforms reflect a mix of curiosity and cautious optimism among retail investors, though institutional awareness of NBIS remains limited due to its unconventional path to listing without a traditional IPO roadshow.

Broader Context: Nasdaq Listing and Sector Trends

Nebius Group’s return to Nasdaq in 2024 was a significant milestone, marking one of the few instances of a company tied to Russian origins successfully relisting amid heightened scrutiny. Unlike other firms facing delisting pressures in 2025—such as NKGen Biotech or Argo Blockchain, as reported by recent Nasdaq announcements—NBIS has navigated compliance challenges with apparent success. This resilience is partly attributable to its pivot to AI infrastructure, a sector benefiting from heightened capital expenditure by tech giants. For instance, Alphabet (GOOGL) recently raised its 2025 CapEx guidance to $85 billion, a bullish signal for data centre stocks like NBIS.

The table below outlines key financial metrics for NBIS based on available 2025 data, compared to historical Yandex figures for context:

These figures, sourced from Bloomberg and historical SEC filings, highlight the scale-down from Yandex’s broader tech conglomerate model to NBIS’s focused AI infrastructure play, alongside a recovery in per-share metrics despite a smaller market cap.

Conclusion: A Step Towards Stability?

The cancellation of 40 million Class A shares by Nebius Group is more than a housekeeping exercise; it is a statement of intent to refine the company’s capital structure and align with long-term growth objectives. While risks remain—particularly around transparency and market reception—the broader context of NBIS’s Nasdaq relisting and sector tailwinds suggests a pragmatic, if not overly ambitious, strategy. Investors would do well to monitor upcoming Q3 2025 (July to September) results for further clarity on how this move translates to financial performance. For now, NBIS appears to be playing a steady, if somewhat under-the-radar, game in a high-stakes market.

References

@mvcinvesting. (2025). [Posts on X discussing Nebius Group (NBIS) share cancellation]. X. Retrieved from https://x.com/mvcinvesting

Bloomberg Terminal. (2025, July). Nebius Group Financial Data and Estimates for Q1 2025. [Data file].

Nasdaq. (2023, March 15). Yandex N.V. Notified of Anticipated Delisting from The Nasdaq Stock Market. Nasdaq. Retrieved from https://www.nasdaq.com/press-release/yandex-n.v.-notified-of-anticipated-delisting-from-the-nasdaq-stock-market-2023-03-15

Reuters. (2024, October 17). Nebius Set to Resume Nasdaq Trading After Completing Split from Russia’s Yandex. Reuters. Retrieved from https://www.reuters.com/technology/artificial-intelligence/nebius-set-resume-nasdaq-trading-after-completing-split-russias-yandex-2024-10-17/

Share-Talk. (n.d.). Argo Receives Nasdaq Delisting Notice and Intends to Request a Hearing. Retrieved from https://www.share-talk.com/argo-receives-nasdaq-delisting-notice-and-intends-to-request-a-hearing/

Yahoo Finance. (2025, July 19). Delisting of Securities of NKGen Biotech, Inc. Retrieved from https://finance.yahoo.com/news/delisting-securities-nasdaq-stock-market-200500354.html

Yandex N.V. (2021). Form 6-K Report of Foreign Private Issuer for Q1 2021. U.S. Securities and Exchange Commission. Retrieved from https://www.sec.gov/edgar/searchedgar/companysearch