Nebius Group plans $4.5B convertible notes offering in two series

Nebius Group N.V. (NASDAQ: NBIS) announced a proposed private offering of $4.50 billion in convertible senior notes, split into two series, according to a company statement issued August 19, 2026.

The offering consists of $2.75 billion in convertible notes due 2030 and $1.75 billion in convertible notes due 2034, to be sold to qualified institutional buyers under Rule 144A of the Securities Act of 1933. Nebius Group also intends to grant initial purchasers an option to buy up to an additional $375 million of the 2030 notes and up to $300 million of the 2034 notes within 13 days of issuance.

The company said it plans to use the net proceeds to fund data center construction and expansion, development of its AI cloud platform, procurement of components including GPUs, and general corporate purposes.

Concurrent with the notes offering, Nebius Group expects to enter into privately negotiated exchange agreements with a limited number of holders of its existing 2.00% convertible senior notes due 2029 and 3.00% convertible senior notes due 2034, exchanging a portion of those outstanding notes for Class A ordinary shares. The company noted that holders participating in such exchanges may sell the received shares in the open market, which could affect the market price of Class A shares or the trading price of its other securities.

The notes will be senior, unsecured obligations bearing interest payable semi-annually. Conversions may be settled in cash, Class A shares, or a combination of both, at the company's election, subject to certain Dutch tax law conditions.

The 2030 notes are redeemable on or after February 21, 2028, and the 2034 notes on or after August 21, 2028, subject to specified conditions including a minimum Class A share price threshold. The interest rate, initial conversion rate, and accretion schedule for each series will be set at the time of pricing.

Nebius Group stated the notes offering is not contingent on the completion of the proposed exchange transactions, and there is no assurance either will be completed.

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