Nebius Prices $5 Billion Convertible Notes Offering to Fund AI Infrastructure Buildout
The Netherlands-based AI cloud company upsized its dual-tranche offering and simultaneously exchanged $800 million of existing convertible debt for equity.
Upsized Offering Targets AI Infrastructure Investment
Nebius Group N.V. (NASDAQ: NBIS) priced a private offering of $5.0 billion in convertible senior notes, upsizing from the previously announced $4.5 billion, the company disclosed in a Form 6-K filing dated August 20, 2026. The Amsterdam-based AI cloud company structured the offering in two tranches: $3.0 billion of 0.50% notes due 2030 and $2.0 billion of 4.50% notes due 2034 (6-K filing, 2026-08-20).
The company estimates net proceeds of approximately $4.94 billion after deducting discounts and expenses, rising to $5.68 billion if initial purchasers fully exercise their option to purchase an additional $450 million of 2030 notes and $300 million of 2034 notes (6-K filing, 2026-08-20). Settlement is expected on August 24, 2026, subject to customary closing conditions.
Nebius intends to deploy the capital 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)" (6-K filing, 2026-08-20).
Conversion Terms Feature Accretion Structure
The 2030 notes carry an initial conversion price of approximately $313.46 per Class A share, representing a 40.0% premium over the August 19, 2026 closing price of $223.90 (6-K filing, 2026-08-20). The 2034 notes have an initial conversion price of approximately $324.65 per share, a 45.0% premium to the same reference price.
Both series feature an accretion structure where the principal amount grows over time. At maturity, the 2030 notes will reach 110% of original principal, while the 2034 notes will reach 125% of original principal (6-K filing, 2026-08-20). This structure results in effective conversion prices of approximately $344.81 per share for the 2030 notes (54.0% premium) and $405.82 per share for the 2034 notes (81.3% premium) when accounting for the accreted amounts at maturity.
The notes are convertible under specified conditions, including when Nebius shares trade at or above 130% of the adjusted conversion price over certain periods (6-K filing, 2026-08-20). The company may settle conversions in cash, Class A shares, or a combination thereof, subject to certain Dutch tax law conditions.
Concurrent Debt Exchange Reduces Legacy Obligations
Alongside the new offering, Nebius entered into privately negotiated exchange agreements to retire $800 million of existing convertible notes—$400 million each of its 2.00% notes due 2029 and 3.00% notes due 2031 (6-K filing, 2026-08-20). The company will exchange these notes for approximately 15.8 million Class A shares, with terms individually negotiated with each participating holder.
The filing notes that holders receiving shares in the exchange "may sell the Class A shares in the open market and/or enter into or unwind various derivative transactions in connection with hedge positions," activities that "could decrease (or reduce the size of any increase in) the market price of the Class A shares" (6-K filing, 2026-08-20).
According to MarginX data, Nebius has an Annual General Meeting scheduled for August 25, 2026, one day after the expected settlement of the notes offering. The company is expected to report Q3 2026 results on November 12, 2026.
This article was generated by MarginX from the 6-K filing on 2026-08-20. It is not investment advice.