Nebius Closes $5.75B Convertible Notes Offering and Exchanges $800M of Existing Notes for 15.8M Shares
NBIS has more than doubled off its 52-week low of $63.26.
Summary
Nebius closed its $5.75 billion convertible notes offering and separately exchanged $800 million of existing notes for about 15.8 million Class A shares, funding its AI cloud expansion while managing its debt stack.
Key Events · Financing and Capital Events · NBIS
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Offering Closed at $5.75B
The 2030 Notes total $3.45 billion and the 2034 Notes total $2.3 billion, after full exercise of the initial purchasers' options for an additional $450M and $300M, respectively.
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Concurrent Note-for-Equity Exchange
Nebius exchanged $400M of 2.00% Notes due 2029 and $400M of 3.00% Notes due 2031 for approximately 15.8 million Class A ordinary shares in privately negotiated transactions.
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Proceeds Fund AI Cloud Build-Out
Net proceeds are earmarked for data center construction, full-stack AI cloud development, footprint expansion, and GPU procurement, plus general corporate purposes.
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Potential Share Overhang
Holders receiving the 15.8 million Class A shares may sell them in the open market or unwind derivative hedges, which could pressure the share price.
Analysis · NBIS · Technology
Nebius finalized its largest capital raise to date, locking in approximately $5.75 billion in gross proceeds after the initial purchasers exercised their full overallotment options. The deal funds the company's aggressive AI cloud build-out — data centers, GPUs, and full-stack platform development — at a time when demand is surging. The concurrent exchange of $800 million of existing 2029 and 2031 convertible notes for roughly 15.8 million Class A shares is a liability-management move that reduces near-term debt overhang but introduces new equity supply, as participating holders may sell those shares in the open market. The company is trading at $211.01, and the conversion premiums of 40-45% set earlier in the week reflect strong institutional demand for exposure to Nebius's growth story.
How filings like this one have moved
In the 30 days to Aug 24, 2026, 37.5% of the 3362 measured filings Wiseek scored 8 moved their stock by 5% or more by the next session's close. The median move was 0.00%. These are measured outcomes after filings of this importance, not a forecast for this one.
Measured one observation per ticker per day, after exclusions. Current figures: Filing Impact Tracker · open dataset
At the time of this filing, NBIS was trading at $211.01 on NASDAQ in the Technology sector, with a market capitalization of approximately $57.3B. The 52-week trading range was $63.26 to $299.86. This filing was assessed with neutral market sentiment and an importance score of 8 out of 10.