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• In September 2025, Nebius priced an upsized private offering of $2.75 billion of convertible notes, and in March 2026, it closed a private offering of $4.3 billion of convertible notes.
• The company is also considering exchanges of portions of its existing convertible debt for Class A shares.
• The proposed transaction would be Nebius’ third major convertible notes offering in less than a year and its largest if completed at the proposed size.

Nebius Group (NBIS) shares fell in morning trade on Wednesday after the AI infrastructure company announced plans to raise $4.5 billion through convertible senior notes, marking its third major convertible debt offering of over $1 billion in less than a year.

The proposed offering would be split into two tranches with $2.75 billion of notes due in 2030 and $1.75 billion due in 2034.

Nebius said it plans to use the proceeds to fund the construction and expansion of its data centers, invest in its full-stack AI cloud platform, expand its data center footprint and purchase key components, including GPUs. The funds may also be used for general corporate purposes.

NBIS stock fell more than 11% in morning trade. On Stocktwits, retail sentiment around the Nvidia (NVDA)-backed company slipped to ‘neutral’ from ‘bullish’ territory over the past day, while chatter drummed down to ‘high’ from ‘extremely high’ levels.

Nebius Returns To The Convertible Debt Market

The proposed $4.5 billion offering would be Nebius' third convertible notes sale in roughly a year of over $1 billion.

In September 2025, Nebius priced an upsized private offering of $2.75 billion of convertible notes. It returned to the market in March 2026 with an initial $3.75 billion offering that was subsequently upsized, first to $4 billion and ultimately to $4.3 billion following strong demand from institutional investors.

If completed at its proposed size, Wednesday's $4.5 billion offering would become Nebius' largest convertible debt raise to date.

The company also closed a separate $775 million senior secured debt facility in July. That financing was backed by already-deployed GPU infrastructure and contracted customer cash flows.

New Offering Funds Data Centers, GPUs

Nebius said the proceeds from the latest offering will primarily support its physical infrastructure buildout. That includes constructing and expanding data centers, investing in its AI cloud platform and procuring GPUs and other key equipment.

The company used similar language when outlining the purpose of its previous debt raises, reflecting a financing strategy centered on raising capital to fund rapid infrastructure expansion.

NBIS Plans To Enter Into Exchange Agreements With Holders Of Its Notes

Alongside the new notes offering, Nebius said it expects to enter into privately negotiated exchange agreements with holders of portions of its existing 2.00% convertible notes due 2029 and 3.00% convertible notes due 2031.

Under these agreements, Nebius would exchange portions of the existing debt for Class A shares. The company said the new $4.5 billion offering is not contingent on completing the exchanges. 

While some retail traders on Stocktwits had concerns, others spoke in favor of Nebius’ long-term outlook. 

NBIS stock has gained over 150% this year and more than 200% in the last 12 months.

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