Nebius closes convertible notes at about $5.75 billion and exchanges $800 million of old notes

Nebius closed its convertible notes offering on August 24, 2026, at about $5.75 billion aggregate gross proceeds after the initial purchasers exercised their option in full. Principal was $3.45 billion of 2030 notes and $2.3 billion of 2034 notes. In a concurrent exchange, Nebius swapped $400 million each of its 2029 and 2031 convertibles for about 15.8 million Class A shares.

• Aggregate gross proceeds about $5.75 billion after full exercise of the option
• 2030 notes $3.45 billion at 0.50%; 2034 notes $2.3 billion at 4.50%
• Exchange of $400 million of 2029 notes and $400 million of 2031 notes for about 15.8 million Class A shares
• Net proceeds to fund growth, data-center construction, AI cloud and GPU purchases