Nvidia Just Revealed It Owns 9.3% of Nebius. The Stock Jumped Nearly 19% on Tuesday -- Here's What Nvidia Is Actually Buying.

Nvidia (NASDAQ: NVDA) disclosed this week that it beneficially owns 9.3% of Nebius Group (NASDAQ: NBIS), an artificial intelligence (AI) cloud infrastructure provider that has become one of the market's hottest stocks. The disclosure came in a Schedule 13G (which Nvidia filed under the rule for passive investors) covering about 22.3 million shares.

Investors treated it as a vote of confidence. Nebius shares jumped nearly 19% on Tuesday, to close at $217.09. The stock is up more than 300% over the past year.

But the market may be reacting to the headline number rather than the fine print. What Nvidia actually owns, and why, tells a more useful story for investors.

Image source: Nvidia.

Mostly a prepaid warrant, locked up until September

The 9.3% figure comes with two big qualifiers.

First, the composition. Only about 1.2 million of the shares are common stock Nvidia holds outright. The rest (roughly 21 million shares) comes from a pre-funded warrant Nvidia bought outright with its previously announced $2 billion investment in Nebius, at an exercise price of $0.0001 a share. Nebius already counts those shares as outstanding for earnings-per-share purposes. Nvidia simply can't exercise the warrant or sell the shares before Sept. 11.

Second, the intent. A Schedule 13G is a passive filing. It signals that Nvidia isn't seeking control or pushing for changes. This is a financial and strategic position, not the opening move of a takeover.

Put another way, Nvidia didn't suddenly buy a tenth of Nebius on the open market this week. The filing largely formalizes a stake investors have known about since the $2 billion investment was announced. The market's 19% response says more about sentiment toward anything Nvidia touches than about new information.

Why Nvidia wants equity in its own customer

Nebius is what the industry calls a neocloud. It buys enormous quantities of graphics processing units (GPUs), overwhelmingly Nvidia's, and turns them into rentable AI computing capacity for customers who can't build their own. Nvidia taking equity in a company like that deepens a loop that already exists: Nebius gets capital and credibility, and Nvidia strengthens a fast-growing buyer of its chips while collecting a slice of the upside.

The stake also says something about demand. Nvidia doesn't need to prop up customers if AI computing capacity is going unsold. Putting $2 billion behind a company whose business is renting out Nvidia hardware is a bet that demand for that capacity keeps outrunning supply.

And Nebius has momentum to point to. Its revenue over the trailing 12 months totals about $878 million, and the demand evidence keeps stacking up. In March, Meta Platforms signed a long-term agreement to spend up to $27 billion on Nebius' AI infrastructure.

The stock has moved just as violently. Shares traded below $50 within the past year, peaked at $299.86, and even after Tuesday's jump still sit about 28% below that high. Swings like that are the price of admission in this corner of the AI market, and investors should expect more of them.

The problem is the price. After Tuesday's jump, Nebius commands a market capitalization of about $55 billion, which is more than 60 times its trailing sales. A multiple like that prices in years of hypergrowth and flawless execution in one of the most capital-hungry businesses in technology.

After all, building AI infrastructure requires staggering amounts of money for data centers, power, and chips, and Nebius will likely need to keep raising capital to fund its expansion. Every dollar of that spending has to earn a return in a market where the largest cloud providers are building the same capacity.

Additionally, a passive minority stake doesn't guarantee Nebius preferential access to chips. It doesn't change the company's economics or its capital needs, and it doesn't make the valuation cheaper. Nvidia's endorsement is a point in the bull case, not a substitute for one.

The stake itself, though, is a meaningful signal. The most important company in AI wants this neocloud to succeed, and it has put real money behind that preference. For Nebius shareholders, that's comforting.

But at more than 60 times sales, the growth stock already prices in an awful lot of success, and Tuesday's pop made that math harder, not easier. I'd watch this one from the sidelines and let the next few quarters show if the growth can keep pace with the expectations.

Daniel Sparks and his clients do not have positions in any of the stocks mentioned. The Motley Fool has positions in and recommends Meta Platforms and Nvidia. The Motley Fool has a disclosure policy.