Nebius Group Closes $5.75 Billion Convertible Notes Offering to Expand AI Infrastructure

Nebius Group Upsizes Convertible Debt Sale to $5.75 Billion

Nebius Group, the Amsterdam-based AI infrastructure company, closed a $5.75 billion private offering of convertible notes on Wednesday, upsizing from an initially planned $4.5 billion1

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. The Netherlands-based firm structured the deal in two tranches: $3 billion in notes maturing in 2030 and $2 billion maturing in 20342

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. Purchasers exercised additional options worth $450 million for the 2030 notes and $300 million for the 2034 notes, bringing the total to $5.75 billion3

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. This marks Nebius Group's second major convertible debt sale in 2026, following a $4.3 billion raise earlier this year after securing a supply agreement with Meta1

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Funding Full-Stack AI Infrastructure and GPU Clusters

Proceeds from the convertible notes will fund the expansion of AI data centres, investment in the company's AI cloud platform, and acquisition of GPUs and other critical components2

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. Nebius builds full-stack AI infrastructure to service the global AI industry, including GPU clusters, cloud platforms, and developer tools4

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. The 2030 convertible notes carry a coupon of zero to 0.5 percent, while the 2034 notes offer 4 to 4.5 percent, according to sources cited by Bloomberg1

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. Goldman Sachs, JPMorgan, Citigroup, and Bank of America managed the private offering of convertible notes1

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. The notes represent senior, unsecured obligations paying interest twice annually, with no early redemption permitted before 2028 except for specific tax changes1

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Market Reaction and Capital-Intensive Business Model

Nebius shares fell nearly 10% on Wednesday following the announcement, despite a 197% surge through Tuesday's close this year2

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. The stock dropped as much as 9.2% in US premarket trading as investors digested the dilutive potential of the convertible debt sale1

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. Alongside the offering, Nebius Group separately exchanged $800 million of existing debt for approximately 15.8 million Class A shares with certain noteholders2

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. The company warned that investors participating in these exchanges might sell shares or adjust related trades, potentially weighing on the stock price1

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. Nebius ended June with $8.04 billion in cash and cash equivalents but spent $5.66 billion on property, equipment, and intangible assets in the second quarter alone, reflecting the capital-intensive nature of building AI data centres2

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Neocloud Strategy and Revenue Growth

Nebius Group operates as a neocloud, building and operating AI data centres filled with graphics chips and renting computing power to AI firms alongside software for AI workloads1

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. The company has secured multi-billion-dollar supply contracts with Meta and Microsoft, positioning itself as a key player in generative AI development infrastructure1

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. In May, Nebius acquired Eigen, a US startup specializing in AI model tuning for open-source models, for approximately $643 million in cash and stock1

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. The company also signed a $1 billion capacity agreement with AI startup Reflection1

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. Much of Nebius's recent revenue arrived as advance payments from customers, which helps fund the build-out of its AI cloud platform but commits the company to delivering promised capacity1

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. Founded by Arkady Volozh, Nebius trades on Nasdaq under ticker NBIS and develops three additional businesses under their own brands: Toloka AI, TripleTen, and Avride, which focuses on autonomous vehicles4

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