Nebius Group N.V. priced a $5 billion convertible senior notes offering, an increase from the initially planned $4.5 billion. The Amsterdam-based company listed on Nasdaq will issue the notes with a settlement date set for August 24, 2026.
The offering comprises two tranches: $3 billion of 0.50% convertible notes maturing on February 15, 2030, and $2 billion of 4.50% convertible notes due February 15, 2034. The 2030 notes will accrete to 110% of their original principal, while the 2034 notes will reach 125% at maturity. Initial conversion prices stand at approximately $313.46 per Class A share for the 2030 notes and $324.65 for the 2034 notes, representing premiums of 40% and 45%, respectively, over the Nasdaq reference price of $223.90 per share.
Initial purchasers have a 13-day window to acquire an additional $450 million of the 2030 notes and $300 million of the 2034 notes. Interest on the senior, unsecured obligations will be paid semi-annually starting February 15, 2027.
Nebius also executed exchange agreements with existing convertible note holders, swapping $400 million of 2029 notes and $400 million of 2031 notes for approximately 15.8 million Class A ordinary shares. The company estimates net proceeds of about $4.94 billion after discounts and expenses, or up to $5.68 billion if the initial purchaser option is fully exercised.
Proceeds will primarily fund data center construction, AI cloud development, GPU procurement, and general corporate purposes.
