Nebius Group has completed pricing for a $5 billion convertible bond offering intended to accelerate its data center infrastructure expansion. The total was increased from an initial $4.5 billion announcement and is split into two note tranches. NBIS stock fell 9.87% to close at $223.90 and then slipped another 1.74% to $220.00 in pre-market trading, underscoring how large financing plans can affect a company’s share price even when the capital is being raised to fund growth.

Convertible Bond Offering Details

Nebius Group N.V. priced $3 billion of 0.50% convertible senior notes due in 2030 and $2 billion of 4.50% convertible senior notes due in 2034. Both tranches were offered only to qualified institutional buyers through a private Rule 144A placement.

Settlement is expected on August 24, subject to customary closing conditions. Nebius also granted purchasers the option to buy an additional $450 million of the 2030 notes. Buyers of the 2034 notes may purchase up to $300 million more during the exercise period.

After underwriting fees and estimated transaction expenses, Nebius expects net proceeds of about $4.94 billion. If the additional purchase options are fully exercised, net proceeds could rise to roughly $5.68 billion.

Use of Proceeds

Nebius said it plans to use the proceeds for business development and major infrastructure projects. The company specifically said the funds will support data center construction, facility expansion, and the purchase of essential computing hardware. Some of the capital will also be used for general corporate purposes.

The financing is intended to support Nebius Group’s effort to expand computing capacity across its growing data center network. GPU acquisition is a significant part of the company’s capital expenditure plan, making access to hardware and buildout capacity central to how the company scales its AI infrastructure footprint.

Both note series will be senior unsecured obligations and will pay interest semi-annually. According to the respective indentures, interest payments are scheduled to begin on February 15, 2027. U.S. Bank Trust Company has been named trustee for both series.

Conversion Terms

The 2030 notes have an initial conversion price of approximately $313.46 per Class A share, which is about 40% above NBIS’s August 19 closing price of $223.90. The 2034 notes carry a higher initial conversion price of about $324.65 per Class A share, or roughly 45% above the same reference price.

After accretion adjustments at maturity, the effective conversion prices rise to approximately $344.81 and $405.82, respectively. Those levels correspond to effective conversion premiums of about 54% and 81.3%.

Nebius also arranged to exchange $800 million of outstanding convertible notes for about 15.8 million Class A shares. Holders participating in the exchange may sell those shares or adjust related hedging positions in public markets.

The company said the exchange may create short-term downward pressure on NBIS shares while strengthening its longer-term financing for expansion.