Shares of Nebius fell 7.1% to $203.49 in morning trading after the company completed a $5 billion convertible senior notes offering and an $800 million debt-for-equity exchange.
The convertible notes, priced on August 19–20, comprise $3 billion in 0.50% notes due 2030 and $2 billion in 4.50% notes due 2034. The offering size was increased from an originally planned $4.5 billion, raising dilution concerns given Nebius's trailing twelve-month revenue of approximately $1.36 billion.
In a separate transaction, Nebius agreed to swap $800 million of existing convertible notes for roughly 15.8 million new Class A shares, with settlement occurring on the same day. The combined $5.8 billion in financing activity follows a period of insider selling, with company insiders disposing of approximately $171.5 million in shares over the past twelve months and no recorded purchases.
The stock decline occurred against a backdrop of sector-wide pressure, with the Nasdaq Composite down 0.9% on the day. Nebius's neocloud peers, including CoreWeave, have faced investor scrutiny over financing structures and leverage, adding to market caution.
Despite the financing-related headwinds, Nebius's underlying AI cloud business reported 454% revenue growth in Q2 2026, though this performance was overshadowed by the dilution implications of the capital-raising activities.
