Nebius Prices $4 Billion Convertible Notes to Fuel AI Data Center Expansion

Nebius Group N.V. priced an upsized $4 billion convertible senior notes offering on Wednesday increasing the deal size after strong institutional demand.

The offering is expected to settle March 20, with net proceeds estimated at approximately $3.96 billion, or up to $4.55 billion if an additional allotment option is fully exercised. The company granted purchasers the right to buy up to $600 million in extra notes across both maturities within 13 days of issuance.

Interest on the notes will be paid semiannually beginning Sept. 15, 2026. Both tranches include conversion features tied to Nebius’ Class A shares, with initial conversion prices set at roughly $183.22 and $180.31 per share—representing premiums of more than 50% above the company’s March 17 closing price of $116.33.

Despite the strong demand behind the upsized deal, Nebius shares declined roughly 9% to 12% after the initial announcement, reflecting investor sensitivity to potential dilution tied to convertible securities. The structure, however, provides flexibility by allowing settlement in cash, shares, or a combination, while incorporating call protection and conversion adjustments tied to market performance.

The transaction builds on Nebius’ prior capital raise in September 2025, when it combined equity issuance with convertible notes totaling more than $4 billion. The latest offering signals a continued push to secure funding as competition intensifies in AI infrastructure, where access to capital, power, and chips increasingly determines market position.