Nebius Launches $4.5B Convertible Notes Offering to Fund AI Cloud Expansion
NBIS has more than doubled off its 52-week low of $62.01.
Summary
Nebius announced a $4.50 billion private offering of convertible senior notes to fund its AI cloud expansion, with an option for an additional $675 million. The offering was upsized to $5.0 billion and priced, with $3.0 billion of 0.50% notes due 2030 and $2.0 billion of 4.50% notes due 2034.
Updated with an SEC 6-K filing · What changed
Updates
· SEC 6-K — Nebius priced the offering at $5.0 billion, upsized from $4.5 billion: $3.0 billion 0.50% notes due 2030 and $2.0 billion 4.50% notes due 2034. Initial conversion prices are $313.46 (40% premium) and $324.65 (45% premium).
· BusinessWire — Nebius upsized the offering to $5.0B, pricing $3.0B of 0.50% notes due 2030 at a 40% conversion premium and $2.0B of 4.50% notes due 2034 at a 45% premium. It is also exchanging $800M of existing notes for about 15.8M Class A shares, with net proceeds of roughly $4.94B.
· Dow Jones Newswires — Nebius shares fell 8.4% to $227.58 after the offering announcement.
Key Events · Financing and Capital Events · NBIS
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Updated · · SEC 6-K
$5.0B Convertible Notes Offering Priced
A private offering of $4.50 billion in convertible senior notes was launched by Nebius: $2.75 billion due 2030 and $1.75 billion due 2034, with an option for an additional $675 million. The offering was upsized to $5.0 billion and priced, with $3.0 billion of 0.50% notes due 2030 and $2.0 billion of 4.50% notes due 2034.
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Updated · · BusinessWire
Concurrent Note Exchanges
The company expects to enter exchange agreements with holders of its 2.00% Notes due 2029 and 3.00% Notes due 2031 to swap a portion of those notes for Class A ordinary shares, which could create near-term selling pressure. It is exchanging $800M of existing notes for about 15.8M Class A shares.
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Updated · · SEC 6-K
Conversion and Redemption Terms
Notes are convertible into cash, Class A shares, or a combination at the company's election. Initial conversion prices are $313.46 (40% premium) for the 2030 notes and $324.65 (45% premium) for the 2034 notes. The 2030 Notes are not redeemable before February 21, 2028, and the 2034 Notes before August 21, 2028, except for tax law changes.
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Updated · · SEC 6-K
Pricing Completed
Interest rate, initial conversion rate, accretion schedule, and other terms were determined at pricing of the offering. The offering was priced at $5.0 billion, upsized from $4.5 billion, with net proceeds of roughly $4.94B.
Analysis · NBIS · Technology
A $4.50 billion private offering of convertible senior notes was launched by Nebius, split between $2.75 billion due 2030 and $1.75 billion due 2034, with an option for an additional $675 million. The offering was upsized to $5.0 billion and priced, with $3.0 billion of 0.50% notes due 2030 at a 40% conversion premium and $2.0 billion of 4.50% notes due 2034 at a 45% premium. Initial conversion prices are $313.46 and $324.65, respectively. The proceeds will fund data center construction, GPU procurement, and AI cloud development. This substantial capital raise will dilute existing shareholders upon conversion, but it provides the cash needed to sustain the company's aggressive growth trajectory. The concurrent exchange of existing 2029 and 2031 notes for Class A shares adds complexity and potential near-term selling pressure.
How filings like this one have moved
In the 30 days to Nov 2, 2026, 40.4% of the 1069 measured filings Wiseek scored 8 moved their stock by 5% or more by the next session's close. The median move was -0.35%. 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 $229.40 on NASDAQ in the Technology sector, with a market capitalization of approximately $67.5B. The 52-week trading range was $62.01 to $299.86. This filing was assessed with neutral market sentiment and an importance score of 8 out of 10.