Nebius priced a $5 billion convertible debt offering on August 20, upsizing the initial proposal from $4.5 billion to fund expansion of artificial intelligence cloud infrastructure and data center construction. The offering comprises $3 billion of notes due 2034 and $2 billion due 2030, according to a filing with the Securities and Exchange Commission.
The company plans to use proceeds for data center buildout, AI cloud development, graphics processing unit procurement and general corporate purposes. Settlement is scheduled for August 24. Cloud providers and compute-heavy operators compete for access to GPUs and rack space amid persistent supply constraints.
Nebius is a publicly traded cloud infrastructure company that operates data centers across multiple geographies. The company has positioned itself as an independent alternative to major cloud providers, offering GPU-intensive workloads and AI model training services. The $5 billion raise represents one of the larger convertible offerings in the cloud infrastructure sector this year.
Convertible debt allows issuers to raise capital at lower coupon rates than straight debt by granting investors the option to convert into equity at a preset price. For debt investors, the structure provides downside protection through coupon payments while offering upside through equity conversion if the stock rises. The $5 billion size demonstrates confidence among debt markets that Nebius can deploy capital into revenue-generating infrastructure.
Competitors and adjacent operators have announced or completed similarly scaled raises. Nebius trades on Nasdaq under the ticker NEBU.
The upsizing from $4.5 billion to $5 billion occurred when investor demand exceeded the company's initial sizing. A $500 million increase to an initial offering carries a 11 percent premium over the original size.
