Nebius Group announced a proposed offering of $4.5 billion in convertible senior notes to finance data center buildout and AI cloud infrastructure, according to the company's announcement.
The Moscow-founded cloud services provider, which trades under ticker NBIS on Nasdaq, is tapping convertible debt as institutional demand for GPU capacity and AI compute resources continues to outpace supply across major cloud providers. Convertible notes allow issuers to raise capital at lower coupon rates by offering equity optionality to bondholders, reducing near-term cash interest burden during periods of heavy capital expenditure.
Nebius has built its business around GPU rental and managed cloud services for AI workloads, competing directly with CoreWeave, Lambda Labs, and traditional hyperscalers' AI divisions for customers running large language models and diffusion workloads. The company has raised venture capital from prominent backers and has sought public markets access to fund the infrastructure race. An offering of this scale occurs at a time when Nvidia's H100 and H200 chips remain in tight allocation.
The proposed convertible notes follow a broader wave of technology companies using this instrument to fund capital-intensive operations. The structure typically carries a conversion price set at a premium to the stock price at announcement, with maturity horizons of five to seven years. Holders receive periodic coupon payments and conversion rights, giving them downside protection while issuers benefit from a lower coupon rate than straight debt would command.
Nebius did not specify the coupon rate, conversion premium, or maturity date in the announcement. The company said net proceeds would be used for data center acquisition and buildout, GPU procurement, and expansion of AI cloud platform capabilities. Underwriters for the offering were not named in the public disclosure.
The proposed offering remains subject to market conditions and completion of underwriting agreements. Nebius stock closed at $28.45 on the announcement date, valuing the company at approximately $20.4 billion on a fully diluted basis. A successful placement would increase the company's debt load materially while leaving near-term equity dilution dependent on conversion outcomes tied to future stock price performance.
