Nebius Prices $5.0B Convertible Notes Offering, Upsized from $4.5B, with 40-45% Conversion Premiums
NBIS has more than doubled off its 52-week low of $62.01 on elevated volume (2.4× avg).
Summary
Nebius priced a $5.0 billion convertible notes offering, upsized from $4.5 billion, with conversion premiums of 40-45% over the current share price. The company also exchanged $800 million of existing notes for 15.8 million shares.
Updates
· SEC 6-K — Nebius closed the offering: $3.45B of 0.50% notes due 2030 and $2.3B of 4.50% notes due 2034, and exchanged $800M of existing notes for 15.8M shares.
· Benzinga — Shares fell 1.13% to $221.37 on Thursday following the pricing.
Key Events · Financing and Capital Events · NBIS
-
Convertible Notes Offering Priced at $5.0B
Nebius priced $5.0 billion of convertible senior notes, upsized from the $4.5 billion announced August 19, 2026. The offering splits into $3.0 billion of 0.50% notes due 2030 and $2.0 billion of 4.50% notes due 2034.
-
Conversion Premiums of 40-45%
The 2030 Notes convert at $313.46 per share (40% premium) and the 2034 Notes at $324.65 per share (45% premium) over the August 19 closing price of $223.90. Effective conversion prices at maturity are $344.81 and $405.82, respectively.
-
Net Proceeds of $4.94 Billion
After discounts and expenses, Nebius estimates net proceeds of approximately $4.94 billion, or $5.68 billion if the initial purchasers' option for an additional $750 million is fully exercised. Proceeds fund data center build-out, GPU procurement, and AI cloud expansion.
-
Exchange of Existing Notes for 15.8M Shares
Concurrently, Nebius entered exchange agreements to swap $400 million of 2029 Notes and $400 million of 2031 Notes for approximately 15.8 million Class A shares. Holders may sell these shares, potentially pressuring the stock price.
Analysis · NBIS · Technology
Nebius finalized terms on a $5.0 billion convertible notes offering, upsized from the $4.5 billion announced yesterday. The deal splits into $3.0B of 0.50% notes due 2030 and $2.0B of 4.50% notes due 2034, with conversion prices set at $313.46 and $324.65 per share — premiums of 40% and 45% over the August 19 closing price of $223.90. The company also entered exchange agreements to swap $800M of existing 2029 and 2031 notes for approximately 15.8 million Class A shares. Net proceeds of roughly $4.94 billion will fund data center construction, GPU procurement, and AI cloud expansion. The pricing at a substantial premium to market reflects strong institutional demand for Nebius's growth story, though the exchange transactions introduce potential near-term selling pressure as holders of the exchanged shares may sell into the market.
How filings like this one have moved
In the 30 days to Nov 1, 2026, 39.9% of the 1106 measured filings Wiseek scored 8 moved their stock by 5% or more by the next session's close. The median move was -0.34%. 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 $228.00 on NASDAQ in the Technology sector, with a market capitalization of approximately $60.9B. 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.