Senior U.S Securities and Transactional Counsel

About Nebius: Nebius is leading a new era in cloud infrastructure for the global AI economy. We are building a full-stack AI cloud platform that supports developers and enterprises from data and model training through to production deployment, without the cost and complexity of building large in-house AI/ML infrastructure. Built by engineers, for engineers. From large-scale GPU orchestration to inference optimization, we own the hard problems across compute, storage, networking and applied AI. Listed on Nasdaq (NBIS) and headquartered in Amsterdam, we have a global footprint with R&D hubs across Europe, the UK, North America and Israel. Our team of 1,500+ includes hundreds of engineers with deep expertise across hardware, software and AI R&D. The role We are seeking an experienced U.S. Securities and Transactions Counsel to serve as the company's primary legal expert on U.S. securities law and the US requirements applicable to the company as a NASDAQ-listed foreign private issuer, with responsibilities for US transactional matters You will lead the legal workstreams associated with the Company's SEC reporting, disclosure and NASDAQ compliance obligations, working cross-functionally with Finance, Investor Relations, Company Secretary and senior leadership to uphold the highest standards of compliance, governance, and disclosure. You will also support the broader legal team with US legal advice on transactional matters, including financing, M&A and other strategic transactions. Your responsibilities will include SEC Reporting & Disclosure • Lead preparation and timely filing of all periodic and other SEC reports, including Forms 20-Fand 6-K , and Section 16 filings. • Manage disclosure controls and procedures; coordinate with Finance and external auditors to support SOX Section 302 and 404 compliances. • Draft and/or review press releases, earnings scripts, and investor materials; own disclosure compliance program. • Advise on Rule 10b5-1 plans and related securities law requirements. Corporate Governance • Advise on Board and committee governance, director and officer matters, and the company’s annual governance cycle under US Securities Law and NASDAQ listing standards. • Ensure compliance with SEC Rules on matters such as related-party transactions and other corporate governance matters. • Monitor developments in SEC Rules, NASDAQ listing standards and relevant U.S. public-company governance requirements. Capital Markets & Financing Transactions • Advise on securities law aspects of equity and debt capital markets transactions, including equity and convertible note offerings, ATM equity programs, and Rule 144A / Reg S debt offerings. • Negotiate underwriting agreements, purchase agreements, indentures, and related transaction documents; coordinate with underwriters' counsel and trustee. • Manage registration statements and prospectus supplements; advise on related EDGAR filings. • Advise on securities law compliance for convertible notes, warrant issuances, and equity-linked instruments. M&A and Strategic Transactions • Provide securities law counsel across the full M&A lifecycle — from structuring and due diligence through signing, regulatory filings, and closing. • Advise on representations and warranties related to securities law compliance. We expect you to have • J.D. from an accredited law school; active bar admission in at least one U.S. jurisdiction. • At least 7 years of relevant experience in US securities law and public-company matters; mix of top-tier law firm and in-house experience strongly preferred. • Deep expertise in Exchange Act reporting, SOX, Regulation FD, and NASDAQ governance rules. • Proven experience with capital markets transactions (equity and debt) and public M&A. • Except