{"id":161,"date":"2026-08-24T09:00:00","date_gmt":"2026-08-24T09:00:00","guid":{"rendered":"https:\/\/arenasignals.com\/?p=161"},"modified":"2026-10-08T01:41:33","modified_gmt":"2026-10-08T01:41:33","slug":"nebius-convertible-financing-closes-at-5-75-billion","status":"publish","type":"post","link":"https:\/\/arenasignals.com\/?p=161","title":{"rendered":"Nebius: Convertible financing closes at $5.75 billion"},"content":{"rendered":"
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Signal strength<\/strong> \u00b7 Financing \u2014 closed<\/span>\u2605\u2605\u2605\u2605\u2605<\/span><\/div>\n
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Arena Signals interpretation<\/h2>\n

Substantial funding for expansion, accompanied by debt obligations and potential dilution. This is the completed transaction introduced and priced on August 19.<\/p>\n<\/section>\n

\n

News summary<\/h2>\n

The completed offering included the additional-purchase options. Separately, $800 million of existing notes were exchanged into approximately 15.8 million shares.<\/p>\n

Read the full news release here \u2197<\/a><\/p>\n<\/section>\n

<\/p>\n

\n

Full company announcement<\/h2>\n
\n

Amsterdam, August 24, 2026<\/strong>\u00a0\u2014 Nebius Group N.V. (\u201cNebius Group\u201d or\u00a0the \u201cCompany\u201d; NASDAQ: NBIS), the AI\u00a0cloud company, today announced the closing of\u00a0its previously announced offering of\u00a0convertible senior notes, in\u00a0two series: 0.50% convertible notes due 2030 (the \u201c2030 Notes\u201d) and 4.50% convertible notes due 2034 (the \u201c2034 Notes\u201d, and together with the 2030\u00a0Notes, the \u201cNotes\u201d), in\u00a0a\u00a0private offering to\u00a0qualified institutional buyers pursuant to\u00a0Rule 144A under the Securities Act of\u00a01933, as\u00a0amended. The initial purchasers exercised in\u00a0full their options to\u00a0purchase an\u00a0additional $450 million aggregate original principal amount of\u00a02030\u00a0Notes and $300 million aggregate original principal amount of\u00a02034\u00a0Notes. Accordingly, the aggregate original principal amount of\u00a0the 2030\u00a0Notes is\u00a0$3.45 billion, the aggregate original principal amount of\u00a0the 2034\u00a0Notes is\u00a0$2.3 billion, and the total aggregate original principal amount of\u00a0the Notes is\u00a0$5.75 billion.<\/p>\n

Concurrently with the pricing of\u00a0the offering of\u00a0the Notes, in\u00a0separate, privately negotiated transactions, the Company entered into exchange agreements with a\u00a0limited number of\u00a0holders of\u00a0the Company\u2019s 2.00% Convertible Senior Notes due 2029 (the \u201c2029 Notes\u201d) and 3.00% Convertible Senior Notes due 2031 (the \u201c2031 Notes\u201d and, together with the 2029\u00a0Notes, the \u201cExisting Notes\u201d) to\u00a0exchange $400 million aggregate original principal amount of\u00a0the 2029\u00a0Notes and $400 million aggregate original principal amount of\u00a0the 2031\u00a0Notes for an\u00a0aggregate of\u00a0approximately 15.8 million of\u00a0its Class A\u00a0ordinary shares, par value \u20ac0.01 (\u201cClass A\u00a0shares\u201d). The terms of\u00a0each such exchange were individually negotiated with each participating holder. Holders of\u00a0the Existing Notes that participated in\u00a0such exchanges may sell the Class A\u00a0shares in\u00a0the open market and\/or enter into or\u00a0unwind various derivative transactions in\u00a0connection with hedge positions they may have with respect to\u00a0the Existing Notes. These activities could decrease (or\u00a0reduce the size of\u00a0any increase in) the market price of\u00a0the Class A\u00a0shares or\u00a0the trading price of\u00a0the Company\u2019s other securities.<\/p>\n

As\u00a0previously communicated, the Company intends to\u00a0use the net proceeds from the offering of\u00a0the Notes to\u00a0finance the continuing growth of\u00a0its business, including expenditures related to\u00a0the construction and build-out of\u00a0its data centers, investments to\u00a0develop its full-stack AI\u00a0cloud, the expansion of\u00a0its data center footprint and the procurement of\u00a0key components (including GPUs), and for general corporate purposes.<\/p>\n

Information about the terms of\u00a0the Notes can be\u00a0found in\u00a0the Company\u2019s Report on\u00a0Form 6-K filed with the Securities and Exchange Commission (\u201cSEC\u201d) on\u00a0August 20, 2026.<\/p>\n

The offer and sale of\u00a0the Notes and any Class A\u00a0shares deliverable upon conversion of\u00a0the Notes or\u00a0deliverable in\u00a0the exchange transactions described above have not been, and will not be, registered under the Securities Act or\u00a0any other securities laws, and the Notes and any such Class A\u00a0shares cannot be\u00a0offered or\u00a0sold except pursuant to\u00a0an\u00a0exemption from, or\u00a0in\u00a0a\u00a0transaction not subject to, the registration requirements of\u00a0the Securities Act and any other applicable securities laws.<\/p>\n

This press release does not and shall not constitute an\u00a0offer to\u00a0sell or\u00a0the solicitation of\u00a0an\u00a0offer to\u00a0buy any securities, nor shall there be\u00a0any sale of\u00a0securities in\u00a0any state or\u00a0other jurisdiction in\u00a0which such offer, solicitation, or\u00a0sale would be\u00a0unlawful prior to\u00a0registration or\u00a0qualification under the securities laws of\u00a0any such state or\u00a0other jurisdiction.<\/p>\n

About Nebius<\/span><\/a>About Nebius<\/h4>\n

Nebius, the AI\u00a0cloud company, is\u00a0building the full-stack platform for developers and companies to\u00a0take charge of\u00a0their AI\u00a0future\u00a0\u2014 from data and model training to\u00a0production deployment. Founded on\u00a0deep in-house technological expertise and operating at\u00a0scale with a\u00a0rapidly expanding global footprint, Nebius serves startups and enterprises building AI\u00a0products, agents and services worldwide.<\/p>\n

Nebius is\u00a0listed on\u00a0Nasdaq (Nasdaq: NBIS) and headquartered in\u00a0Amsterdam.<\/p>\n

For more information please visit www.nebius.com<\/a>.<\/p>\n

Media kit nebius.com\/media-kit<\/a>.<\/p>\n

Contacts<\/span><\/a>Contacts<\/h4>\n

Media relations: media@nebius.com<\/a>
\nInvestor relations: askIR@nebius.com<\/a><\/p>\n

Disclaimer<\/span><\/a>Disclaimer<\/h4>\n

Forward-looking statements<\/em><\/p>\n

This press release contains forward-looking statements within the meaning of\u00a0the Private Securities Litigation Reform Act of\u00a01995, which involve risks and uncertainties. All statements contained in\u00a0this press release other than statements of\u00a0historical fact, including, without limitation, statements regarding the offering and exchange transactions described herein, our future financial and business performance, strategy, expected growth, planned investments and capital expenditures, capacity expansion plans, anticipated future financing transactions and expected financial results, are forward-looking statements. The words \u201canticipate, \u201d \u201cbelieve, \u201d \u201ccontinue, \u201d \u201cestimate, \u201d \u201cexpect, \u201d \u201cguide, \u201d \u201cintend, \u201d \u201clikely, \u201d \u201cmay, \u201d \u201cwill\u201d and similar expressions and their negatives are intended to\u00a0identify forward-looking statements.<\/em><\/p>\n

These forward-looking statements are subject to\u00a0risks, uncertainties and assumptions, some of\u00a0which are beyond our control. Actual results may differ materially from the results predicted or\u00a0implied by\u00a0such statements, and our reported results should not be\u00a0considered as\u00a0an\u00a0indication of\u00a0future performance. The potential risks and uncertainties that could cause actual results to\u00a0differ from the results predicted or\u00a0implied by\u00a0such statements include, among others: market, macroeconomic and geopolitical conditions; our ability to\u00a0build, operate and manage our businesses to\u00a0the desired scale; competitive pressures; technological developments; our ability to\u00a0secure and retain clients; our ability to\u00a0secure additional capital to\u00a0enable the growth of\u00a0the business; unpredictable sales cycles; and potential pricing pressures; as\u00a0well as\u00a0those risks and uncertainties related to\u00a0our continuing businesses included under the captions \u201cRisk Factors\u201d and \u201cOperating and Financial Review and Prospects\u201d in\u00a0our Annual Report on\u00a0Form 20-F for the year ended December 31, 2025, filed with the SEC on\u00a0April 30, 2026, as\u00a0amended.<\/em><\/p>\n

All information in\u00a0this press release is\u00a0as\u00a0of\u00a0the date hereof (unless stated otherwise). Except as\u00a0required by\u00a0law, we\u00a0undertake no\u00a0obligation to\u00a0update or\u00a0revise publicly any forward-looking statements, whether as\u00a0a\u00a0result of\u00a0new information, future events or\u00a0otherwise, after the date on\u00a0which the statements are made or\u00a0to\u00a0reflect the occurrence of\u00a0unanticipated events.<\/em><\/p>\n

In\u00a0addition, statements that \u201cwe\u00a0believe\u201d and similar statements reflect our beliefs and opinions on\u00a0the relevant subject. These statements are based upon information available to\u00a0us\u00a0as\u00a0of\u00a0the date of\u00a0this press release and, while we\u00a0believe such information forms a\u00a0reasonable basis for such statements, such information may be\u00a0limited or\u00a0incomplete, and our statements should not be\u00a0read to\u00a0indicate that we\u00a0have conducted an\u00a0exhaustive inquiry into, or\u00a0review of\u00a0all potentially available relevant information. These statements are inherently uncertain, and investors are cautioned not to\u00a0unduly rely upon these statements.<\/em><\/p>\n<\/div>\n

Source: Nebius<\/a>. Announcement text supplied by the publisher; Arena Signals interpretation appears above.<\/p>\n<\/section>\n

<\/p>\n

Read the full Nebius Arena Signals report \u2192<\/a><\/p>\n

From the News Flow section of the Arena Signals report. Signal date and interpretation retained from that report.<\/p>\n<\/div>\n","protected":false},"excerpt":{"rendered":"

The completed offering included the additional-purchase options. Separately, $800 million of existing notes were exchanged into approximately 15.8 million shares.<\/p>\n","protected":false},"author":1,"featured_media":0,"comment_status":"open","ping_status":"closed","sticky":false,"template":"","format":"standard","meta":{"footnotes":""},"categories":[7],"tags":[],"arena_status":[2],"arena_format":[5],"class_list":["post-161","post","type-post","status-publish","format-standard","hentry","category-ai","arena_status-public","arena_format-news-signal","asns-article"],"_links":{"self":[{"href":"https:\/\/arenasignals.com\/index.php?rest_route=\/wp\/v2\/posts\/161","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/arenasignals.com\/index.php?rest_route=\/wp\/v2\/posts"}],"about":[{"href":"https:\/\/arenasignals.com\/index.php?rest_route=\/wp\/v2\/types\/post"}],"author":[{"embeddable":true,"href":"https:\/\/arenasignals.com\/index.php?rest_route=\/wp\/v2\/users\/1"}],"replies":[{"embeddable":true,"href":"https:\/\/arenasignals.com\/index.php?rest_route=%2Fwp%2Fv2%2Fcomments&post=161"}],"version-history":[{"count":1,"href":"https:\/\/arenasignals.com\/index.php?rest_route=\/wp\/v2\/posts\/161\/revisions"}],"predecessor-version":[{"id":248,"href":"https:\/\/arenasignals.com\/index.php?rest_route=\/wp\/v2\/posts\/161\/revisions\/248"}],"wp:attachment":[{"href":"https:\/\/arenasignals.com\/index.php?rest_route=%2Fwp%2Fv2%2Fmedia&parent=161"}],"wp:term":[{"taxonomy":"category","embeddable":true,"href":"https:\/\/arenasignals.com\/index.php?rest_route=%2Fwp%2Fv2%2Fcategories&post=161"},{"taxonomy":"post_tag","embeddable":true,"href":"https:\/\/arenasignals.com\/index.php?rest_route=%2Fwp%2Fv2%2Ftags&post=161"},{"taxonomy":"arena_status","embeddable":true,"href":"https:\/\/arenasignals.com\/index.php?rest_route=%2Fwp%2Fv2%2Farena_status&post=161"},{"taxonomy":"arena_format","embeddable":true,"href":"https:\/\/arenasignals.com\/index.php?rest_route=%2Fwp%2Fv2%2Farena_format&post=161"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}