Nebius Group N.V. (NASDAQ: NBIS) announced the pricing of a $4.0 billion private offering of convertible senior notes, increasing from the previously announced $3.75 billion size. The offering consists of $2.25 billion in 1.250% notes due 2031 and $1.75 billion in 2.625% notes due 2033.

The notes will be sold to qualified institutional buyers under Rule 144A of the Securities Act. The transaction is expected to settle on March 20, 2026, subject to customary closing conditions. The initial purchaser received an overallotment option to purchase additional notes totaling up to $600 million.

Net proceeds from the offering are estimated at approximately $3.96 billion, or $4.55 billion if the overallotment option is fully exercised, after deducting discounts and expenses. The company plans to use proceeds for data center construction, AI cloud development, data center expansion, GPU procurement, and general corporate purposes.

The 2031 notes carry an initial conversion price of approximately $183.22 per Class A share, representing a 57.5% premium over the $116.33 closing price on March 17, 2026. The 2033 notes have an initial conversion price of approximately $180.31 per share, a 55.0% premium over the same reference price.

Both note series will accrete to 120% of their original principal amount at maturity. The notes will be convertible under certain conditions, including when the stock price reaches 130% of the applicable conversion price adjusted for the accretion ratio.

The company may redeem the 2031 notes starting March 20, 2029, and the 2033 notes starting March 20, 2030, subject to specific conditions. U.S. Bank Trust Company will serve as trustee for both series.