Nebius's $5.0 Billion Convertible Notes Are Due to Settle Monday, Taking Its 2026 Convertible Issuance Past $9 Billion

by Vikram Desai · August 24, 2026

Funding & Deals Reporter, Frontier Tech Wire

Nebius Group's largest disclosed convertible bond sale to date is due to settle on Monday. The company said in an Aug. 19 release that it had priced an upsized private offering of $5.0 billion of convertible senior notes and expected the offering to close on Aug. 24, 2026, subject to customary closing conditions. The deal came in above the $4.50 billion the company had proposed earlier the same day. Settlement is expected rather than confirmed: as of Monday morning, with the US market session under way, Nebius had issued no release announcing that the offering had closed, and the conditions attached to it had not been publicly reported as satisfied.

The structure splits into two tranches with sharply different economics. According to the pricing release, $3.0 billion of notes carry a 0.50% coupon and mature on Feb. 15, 2030, while $2.0 billion carry a 4.50% coupon and mature on Feb. 15, 2034. The 2030 notes convert at an initial rate of 3.1902 shares per $1,000 of principal, equivalent to roughly $313.46 a share; the 2034 notes convert at 3.0802 shares per $1,000, or about $324.65 a share. Measured against a reference share price of $223.90 — the last reported sale price on Aug. 19 — those represent conversion premiums of 40.0% and 45.0% respectively.

The initial purchasers were granted a 13-day option to buy up to a further $450 million of the 2030 notes and $300 million of the 2034 notes. Nebius put net proceeds at approximately $4.94 billion, rising to about $5.68 billion if that option is exercised in full.

The stated use of proceeds is the same one Nebius has given on its previous raises: financing continued growth of the business, including spending on the construction and build-out of its data centres, development of its full-stack AI cloud, expansion of its data centre footprint and the procurement of key components including GPUs.

Alongside the new money, Nebius disclosed a concurrent liability-management step. The company said it agreed to exchange $400 million each of its existing 2029 and 2031 convertible notes for approximately 15.8 million Class A ordinary shares. That is share issuance rather than cash redemption, and it converts $800 million of principal into equity ahead of maturity. In its earlier Aug. 19 release announcing the proposed offering, the company cautioned that holders participating in such exchanges might sell the Class A shares in the open market or enter into and unwind derivative transactions, activity it said could decrease — or reduce the size of any increase in — the market price of the shares, and could in turn affect the conversion terms being set.

The scale of the 2026 issuance is worth stating plainly. Nebius announced on March 23 that it had closed, on March 20, a convertible offering with aggregate gross proceeds of approximately $4.3375 billion, split between $2.5875 billion of 1.250% notes due 2031 and $1.75 billion of 2.625% notes due 2033. Adding the settlement expected on Monday, the company has priced more than $9 billion of convertible paper in a little over five months. Across the four tranches the coupon rises with maturity — 0.50% to 2030, 1.250% to 2031, 2.625% to 2033 and 4.50% to 2034.

The financial backdrop explains the appetite. In its Aug. 12 second-quarter release, Nebius reported revenue of $582.3 million for the three months to June 30, against $105.1 million a year earlier — a 454% increase. Adjusted EBITDA, a non-GAAP measure, was $236.2 million versus a loss of $21.0 million in the prior-year quarter. On a GAAP basis the company reported a net loss from continuing operations of $190.4 million, compared with net income of $502.5 million in the second quarter of 2025, a swing that reflects how different the two measures can be for a company at this stage of a buildout.

The same release showed cash and cash equivalents of $8.042 billion at June 30, up from $3.678 billion at Dec. 31, 2025. It also showed why that cash does not sit still: purchases of property, equipment and intangible assets ran to $8.130 billion in the six months to June 30. Capital spending in the first half alone exceeded the cash balance at the end of it. Nebius did not provide forward capital expenditure guidance in that release.

The coupon spread between the two new tranches is the clearest read on how the market is pricing that profile. Investors were willing to take 0.50% for roughly three and a half years of exposure with a 40% conversion premium; extending to 2034 cost the company 4.50%. Convertible structures let issuers fund at coupons below straight debt, but the trade-off is potential dilution if the shares reach the conversion levels, on top of the roughly 15.8 million shares being issued now through the exchanges.

The offering is due to settle into a market that had a soft week. AP's Friday wrap put the Nasdaq composite at 26,180.45, up 113.29 points or 0.43%, with the S&P 500 at 7,674.37 (+0.43%), the Dow at 53,277.01 (+0.98%) and the Russell 2000 at 3,017.87 (+0.85%) — gains on the day, but weekly losses for all four indexes. Nebius has returned to the convertible market repeatedly this year. Whether the returns on the associated capital spending arrive on the timetable the debt implies is the open question, and nothing in Monday's expected closing answers it.