Nebius Group N.V. (NASDAQ: NBIS) announced the pricing of a $4 billion convertible senior notes offering in a private placement to qualified institutional buyers. The AI infrastructure company increased the offering size from the previously announced $3.75 billion.

The offering consists of two series: $2.25 billion of 1.250% convertible notes due 2031 and $1.75 billion of 2.625% convertible notes due 2033. The notes are expected to settle on March 20, 2026, subject to customary closing conditions.

The company granted the initial purchaser an overallotment option to purchase up to an additional $337.5 million of 2031 notes and $262.5 million of 2033 notes within 13 days of issuance.

Nebius Group estimates net proceeds of approximately $3.96 billion, or $4.55 billion if the overallotment option is fully exercised, after deducting discounts, commissions and estimated offering expenses.

The company plans to use proceeds to finance data center construction and build-out, investments in its AI cloud platform, expansion of its data center footprint, procurement of components including GPUs, and general corporate purposes.

The 2031 notes have an initial conversion rate of 5.4579 Class A ordinary shares per $1,000 principal amount, representing a conversion price of approximately $183.22 per share. This reflects a 57.5% premium over the $116.33 closing price on March 17, 2026. The 2033 notes have an initial conversion rate of 5.5460 shares per $1,000 principal amount, with a conversion price of approximately $180.31 per share and a 55.0% premium.

The notes will be senior, unsecured obligations with interest payable semi-annually beginning September 15, 2026. The notes mature on March 15, 2031 and March 15, 2033, respectively, with the principal amount accreting to 120% of the original amount by maturity.