Nebius Group has completed a US$ 5.75 billion private offering of convertible senior notes, giving the AI cloud company additional funding for data center expansion and infrastructure investments. The new debt will finance data center construction and expansion including development of Nebius’ AI cloud infrastructure, and purchases of key components such as GPUs while some proceeds will also go towards general corporate purposes.
The offering includes US$ 3.45 billion of 0.50 percent convertible notes due 2030, and US$ 2.3 billion of 4.50 percent convertible notes due 2034. The initial purchasers exercised options to buy an additional US$ 450 million of the 2030 notes, and US$ 300 million of the 2034 notes. Alongside the offering, Nebius exchanged US$ 400 million of its convertible notes due 2029, and another US$ 400 million due 2031, with a limited group of holders for about 15.8 million Class A shares as detailed in a Nebius press release.
Readers will recall that Nebius had recently announced its intention to offer an aggregate principal amount of US$ 4.50 billion of convertible senior notes. It has further said that the new notes will be senior, unsecured obligations of Nebius and will pay interest semi-annually. Investors will have the right to convert the notes into cash, Class A shares or a combination of both under specified conditions, with the company retaining the choice of settlement method subject to certain restrictions related to Dutch tax law.
However, the debt exchanges could add pressure to Nebius shares, as participating noteholders can sell the shares they received or use them in derivative transactions tied to their existing hedge positions. The notes and shares issued in the transactions were not registered under U.S. securities laws and were offered through exemptions from registration requirements.
The company, therefore, cautioned that holders receiving shares in the note exchanges may sell them or conduct related derivative transactions, which could put downward pressure on the company’s share price.
Nebius has bold AI expansion plans. It saw a sharp increase in its revenue in Q2 2026, reflecting the increasing demand for AI cloud infrastructure. Nebius recently raised US$ 775 million to expand its AI cloud platform. It has also invested US$ 2.3 billion for new AI infrastructure in the UK by building three new facilities with a combined capacity of 65 MW by 2027.