Nebius, the Amsterdam-headquartered AI infrastructure provider listed on Nasdaq as NBIS, announced plans to raise $4.5 billion through convertible senior notes, its third multi-billion-dollar convertible issue within the past year1,2.
The offering is split into $2.75 billion in notes due 2030 and $1.75 billion maturing in 2034. Nebius also granted initial purchasers options on an additional $375 million of the 2030 tranche and $300 million of the 2034 tranche, potentially pushing the total above $5.17 billion. The notes are unsecured, senior obligations sold privately to qualified institutional buyers under Rule 144A.
Proceeds will fund data center construction, expansion of Nebius's full-stack AI cloud platform, and GPU procurement. Nebius builds and operates GPU-dense data centers, selling compute access and specialized AI software to enterprise and AI companies.
Nebius shares fell 13% on the announcement, dropping from $248.43 to $215.52, though the stock remains up 197% year to date. The sell-off was driven by an attached exchange scheme: Nebius intends to enter private agreements with holders of its 2.00% convertible notes maturing in 2029 and 3.00% notes maturing in 2031, exchanging some of those for Class A ordinary shares. The company's filing flagged the risk that holders accepting the exchange might sell shares on the open market or unwind related hedges.
The issuance follows a rapid sequence of capital raises. Nebius obtained $4.34 billion through convertible notes in March 2026. In July 2026, it arranged a $775 million senior facility secured by its GPU infrastructure and customer cash flows. It also received a $2 billion equity investment from NVIDIA. Soon after closing a $17.4 billion deal with Microsoft in September 2025, Nebius raised $3 billion through convertible notes and Class A shares.
Nebius has secured multi-billion-dollar contracts with Meta and Microsoft to supply AI infrastructure. The company plans to fund about 60% of its growth with customer prepayments, mainly from those two clients, with the remaining 40% coming from a mix of equity and debt.
In May, Nebius acquired Eigen, a U.S. startup specializing in improving the performance of leading open-source AI models, for approximately $643 million in cash and stock.
Nebius's chief communications officer Tom Blackwell said the company was well-funded to carry out capital spending plans ranging from $16 billion to $20 billion for 2026. By the first quarter, Nebius had increased its full-year capital spending forecast to between $20 billion and $25 billion due to the rapid sale of capacity.
Group revenue reached $582.3 million, an increase of 454% compared with the previous year. Adjusted EBITDA margin rose to 45% from 24% the prior year, though Nebius is still not profitable. At the end of the second quarter of 2026, Nebius held $8.04 billion in cash and spent $5.66 billion on property, equipment, and intangible assets during the same quarter.
ANALYSIS The pace of Nebius's capital formation — three multi-billion-dollar convertible issues in roughly twelve months, plus the NVIDIA equity stake and secured lending facility — reflects the capital intensity of competing at scale in GPU-dense AI infrastructure. The 13% share-price drop on the announcement, despite the stock's 197% year-to-date gain, underscores investor sensitivity to dilution mechanics even when the underlying business is growing revenue at triple-digit rates.