Nebius Group prices $2.75 billion convertible notes offering

Nebius Group N.V. (NASDAQ: NBIS) announced the pricing of a $2.75 billion private offering of convertible senior notes, consisting of two series with $1.375 billion each. The AI infrastructure company increased the offering size from the previously announced $2.0 billion.

The offering includes 1.00% convertible notes due 2030 and 2.75% convertible notes due 2032, sold to qualified institutional buyers. The notes are expected to settle on September 15, 2025. Initial purchasers received options to purchase up to an additional $206.25 million of each series within 13 days of issuance.

Nebius Group also priced a concurrent $1.0 billion public offering of Class A ordinary shares, with underwriters holding a 30-day option to purchase an additional $150 million of shares. The offerings are independent of each other.

The company estimates net proceeds of approximately $2.69 billion from the convertible notes offering and $979.5 million from the share offering, after deducting fees and expenses. If all options are exercised, total net proceeds could reach approximately $4.23 billion.

The notes carry an initial conversion rate of 7.2072 Class A shares per $1,000 principal amount, representing a conversion price of approximately $138.75 per share. This reflects a 50% premium over the concurrent share offering price of $92.50.

The company plans to use proceeds to finance business growth, including acquiring compute power and hardware, securing land plots, expanding data center footprint, and general corporate purposes.

The notes will mature with accreted principal amounts reaching 115% of original principal by maturity dates. Early conversion conditions apply based on share price thresholds. The company may redeem the notes after September 20, 2028, under specific conditions.

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