Nebius funds $4.5bn of AI capacity on terms that pay lenders mostly in stock

Nebius Group said on Wednesday it plans to raise $4.5 billion by selling convertible bonds, split into $2.75 billion maturing in 2030 and $1.75 billion maturing in 2034 ^[1][2]. The proceeds go to data centre construction and buildout, cloud platform development and procurement of components including GPUs ^[5], and the structure is the story: the cash cost of the larger tranche is close to nothing, and the compensation to holders is the option to become shareholders.

According to people familiar with the matter cited by Bloomberg, the 2030 notes carry a coupon of zero to 0.5 percent and the 2034 notes carry 4 to 4.5 percent ^[6]. The near-free money is therefore about 61 percent of the base deal ^[7]. Taking the top of both ranges, annual cash interest on the full $4.5 billion works out at roughly $92.5 million, or about 2.06 percent ^[8]. Nebius keeps the flexibility to settle conversions in cash, shares or a mix, at its own choice, and the notes are senior unsecured obligations that it cannot redeem early before 2028 except on certain tax changes ^[9]. Four banks are running the sale: Goldman Sachs, JPMorgan, Citigroup and Bank of America, Bloomberg reported, citing the same people; spokespeople for Goldman, Citigroup and Bank of America declined to comment, and Nebius and JPMorgan did not respond ^[24].

The equity side is not hypothetical. Alongside the new bonds, Nebius said it expects to negotiate deals with some holders of its existing 2 percent notes due 2029 and 3 percent notes due 2031, exchanging part of that debt for Class A shares ^[11]. The company itself cautioned that participants might sell those shares or adjust related trades, and that this could weigh on the share price; the bond sale does not depend on the exchanges closing, and it said there is no guarantee any of them will ^[12]. That is dilution pulled forward, by choice.

Set the raise against operations. Second-quarter 2026 revenue was $582.3 million, up 454 percent year on year, and adjusted EBITDA swung from a $21 million loss to $236.2 million ^[18]. Annualised, the base $4.5 billion is about 1.9 times revenue ^[19] and about 4.8 times adjusted EBITDA ^[20]. Nebius has said much of its recent revenue arrived as advance payments from customers, which helps fund the build-out but commits it to delivering ^[21], and it has signed multi-billion-dollar supply contracts with Meta and Microsoft plus a $1 billion capacity deal with Reflection ^[22].

The financing stack is stacking up. This is the second convertible raise of 2026, after about $4.3 billion in an enlarged sale earlier in the year that followed the Meta supply agreement, per Bloomberg ^[13], taking the year's convertible total to roughly $8.8 billion ^[15]. DatacenterDynamics notes a $4 billion convertible offering launched in March 2026, the same month Nvidia invested $2 billion ^[14], and $775 million of debt financing secured less than a month before this offering ^[16]. Nebius has also borrowed against its GPUs ^[17]. The stock fell as much as 9.2 percent in US premarket trading, after a 197 percent run this year through Tuesday's close ^[10].

Watch the exchange terms with the 2029 and 2031 holders, and how much stock they absorb ^[11]. Watch whether purchasers take the extra $375 million and $300 million within 13 days, which would lift the deal to $5.175 billion ^[3][4]. Watch final pricing against the indicated coupon ranges ^[6]. And watch delivery on the newly announced European capacity, including Vantage in Wales, Greenergy in Estonia and a second self-built facility at Mantsala, Finland ^[23].