Nebius Group closes $5.75B convertible notes offering

Nebius Group N.V. (NASDAQ: NBIS) has closed a private offering of convertible senior notes totaling $5.75 billion in aggregate original principal amount, according to a press release from the Amsterdam-based company.

The offering comprised two series of notes: 0.50% convertible notes due 2030, totaling $3.45 billion, and 4.50% convertible notes due 2034, totaling $2.3 billion. Initial purchasers exercised their options in full, adding $450 million of the 2030 notes and $300 million of the 2034 notes to the original amounts. The notes were sold to qualified institutional buyers under Rule 144A of the Securities Act of 1933.

Concurrent with the pricing of the offering, Nebius Group entered into exchange agreements with a limited number of holders of its existing 2.00% convertible senior notes due 2029 and 3.00% convertible senior notes due 2031. Under the agreements, $400 million in principal of each existing note series was exchanged for approximately 15.8 million Class A ordinary shares. The company noted that participating holders may sell those shares in the open market or enter into derivative transactions, which could decrease the market price of its Class A shares or other securities.

The company stated it intends to use net proceeds to fund data center construction and expansion, development of its AI cloud platform, procurement of key components including GPUs, and general corporate purposes.

Additional terms of the notes are detailed in the company's Form 6-K filed with the Securities and Exchange Commission on August 20, 2026. The notes and any Class A shares deliverable upon conversion have not been registered under the Securities Act.

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