Nebius Group Launches $4.5 Billion Convertible Notes Offering to Fund AI Cloud Expansion
The Amsterdam-based AI cloud company plans a two-tranche private offering to qualified institutional buyers, earmarking proceeds for data center construction and GPU procurement.
Dual-Tranche Offering Structure
Nebius Group N.V. (NASDAQ: NBIS) announced on August 19, 2026, its intention to offer $4.5 billion aggregate principal amount of convertible senior notes through a private placement to qualified institutional buyers. The offering comprises two series: $2.75 billion of convertible notes due 2030 and $1.75 billion of notes due 2034 (6-K filing, 2026-08-19).
The company has granted initial purchasers an option to purchase up to an additional $375 million of 2030 Notes and $300 million of 2034 Notes, for settlement within 13 days from initial issuance (6-K filing, 2026-08-19).
Use of Proceeds
Nebius intends to deploy the net proceeds "to finance the continuing growth of its business, including expenditures related to the construction and build-out of its data centers, investments to develop its full-stack AI cloud, the expansion of its data center footprint and the procurement of key components (including GPUs), and for general corporate purposes" (6-K filing, 2026-08-19).
The capital raise comes as Nebius, which positions itself as "the AI cloud company" building infrastructure for developers and enterprises, seeks to scale its global operations. According to MarginX data, the company is scheduled to report Q3 2026 results on November 12, 2026.
Note Terms and Conversion Features
The notes will be senior, unsecured obligations bearing semi-annual interest payments on the original principal amount. Noteholders will have conversion rights "in certain circumstances and during specified periods," with Nebius retaining the option to settle conversions in cash, Class A ordinary shares, or a combination thereof, subject to Dutch tax law conditions (6-K filing, 2026-08-19).
Both series feature an accretion structure, with the Accreted Principal Amount reaching "a certain premium to the original principal amount" by maturity. The 2030 Notes mature February 15, 2030, while the 2034 Notes mature February 15, 2034 (6-K filing, 2026-08-19).
Redemption provisions prohibit early calls before February 21, 2028 for the 2030 Notes and August 21, 2028 for the 2034 Notes, except for specific tax law changes. Thereafter, Nebius may redeem the notes if the Class A share price equals or exceeds 130% of the conversion price for a specified period, with a higher 150% threshold applicable to 2034 Notes redeemed between August 2028 and August 2029 (6-K filing, 2026-08-19).
Concurrent Exchange Transactions
Nebius expects to enter into "separate, privately negotiated transactions" with holders of its existing 2.00% Convertible Senior Notes due 2029 and 3.00% Convertible Senior Notes due 2031, exchanging portions of these outstanding notes for Class A ordinary shares (6-K filing, 2026-08-19).
The filing acknowledges that participating holders "may sell the Class A shares in the open market and/or enter into or unwind various derivative transactions," potentially impacting share prices and the new notes' initial conversion price. The offering is not contingent on completing these exchanges (6-K filing, 2026-08-19).
Market Context
With a market capitalization of approximately $68 billion and shares last closing at $248.43, Nebius represents a significant player in the AI infrastructure space. The company has an Annual General Meeting scheduled for August 25, 2026, according to MarginX data, six days after this filing.
The notes will be issued under indentures with U.S. Bank Trust Company, National Association serving as trustee, and will not be registered under the Securities Act of 1933 (6-K filing, 2026-08-19).
This article was generated by MarginX from the 6-K filing on 2026-08-19. It is not investment advice.