Nebius Prices Upsized $4 Billion Convertible Debt Offering

Key Takeaways

Nebius Group upsized its convertible note offering to a total of $4.0 billion.

The offering includes $2.25 billion due in 2031 and $1.75 billion due in 2033.

Conversion premiums were set at 57.5% and 55.0% above the $116.33 share price.

Notes will accrete to 120% of their original principal by the time they mature.

Proceeds are dedicated to AI cloud infrastructure, data centers, and GPU acquisition.

Net proceeds are estimated at $3.96 billion, potentially reaching $4.55 billion with overallotments.

Nebius (NASDAQ: NBIS) Group N.V., an AI infrastructure provider, finalized the pricing of a private offering of convertible senior notes to institutional buyers. The total principal amount was increased to $4.0 billion, up from the previously targeted $3.75 billion. The offering is split into two tranches: $2.25 billion in 1.250% notes due in 2031 and $1.75 billion in 2.625% notes due in 2033. The transaction is expected to settle on March 20, 2026.

The company has provided the initial purchaser with an overallotment option to acquire up to an additional $337.5 million of the 2031 notes and $262.5 million of the 2033 notes within a 13-day window. After accounting for commissions and estimated expenses, Nebius expects net proceeds of approximately $3.96 billion, which could rise to $4.55 billion if all options are exercised.

The 2031 notes carry an initial conversion price of roughly $183.22 per Class A share, representing a 57.5% premium over the March 17 closing price of $116.33. The 2033 notes are priced at a conversion rate equivalent to $180.31 per share, a 55.0% premium. Both series of notes will pay interest semi-annually on March 15 and September 15, beginning in late 2026.

A unique feature of the debt is an accretion schedule that increases the principal amount over time. By their respective maturity dates, the notes will reach 120% of their original principal value. When factoring in this accretion, the effective conversion prices at maturity rise to approximately $219.86 for the 2031 series and $216.37 for the 2033 series.

Nebius intends to deploy the capital toward the construction and expansion of its data center footprint. Specific investments include the development of its full-stack AI cloud platform and the procurement of critical hardware components, such as GPUs. Remaining funds will be used for general corporate activities.