Nebius Prices Upsized $5 Billion Convertible Notes to Fund AI Data Centers and GPU Buys

Nebius Group priced an upsized $5.0 billion offering of convertible senior notes on August 19, 2026, split between $3.0 billion of 0.50% notes due 2030 and $2.0 billion of 4.50% notes due 2034, according to the company’s own press release. Net proceeds — roughly $4.94 billion after fees, or up to $5.68 billion if initial purchasers exercise their full over-allotment option — are earmarked for data center construction, expansion of Nebius’s full-stack AI cloud, and procurement of GPUs and other key components. Settlement is expected on August 24, 2026.

What is known

Nebius Group N.V. (NASDAQ: NBIS), the Amsterdam-based AI cloud company that emerged from Yandex’s international assets, first announced a proposed $4.5 billion offering on the morning of August 19, then priced it later the same day at $5.0 billion after investor demand let it upsize the deal, per Nebius’s newsroom posts and the accompanying SEC Form 6-K filing. The 2030 notes carry an initial conversion price of about $313.46 per Class A share (a 40% premium over Nebius’s $223.90 Nasdaq close that day), and the 2034 notes convert at about $324.65 per share (a 45% premium), per the company’s release.

Alongside the new notes, Nebius entered privately negotiated exchange agreements covering $400 million of its existing 2.00% notes due 2029 and $400 million of its 3.00% notes due 2031, swapping them for roughly 15.8 million Class A shares — a move that reduces near-term debt but dilutes existing shareholders. Yahoo Finance, citing the company’s Q2 2026 disclosures, reported Nebius held $8.04 billion in cash as of June but spent $5.66 billion on property, equipment and intangible assets in that quarter alone, underscoring how fast the capital is being deployed. Several outlets, including Yahoo Finance, reported Nebius shares fell roughly 10% in the session following the announcement — a figure not confirmed in the company’s own release, so it should be read as media-reported rather than company-disclosed.

This is Nebius’s third major convertible notes raise in about a year: $2.75 billion in September 2025, $4.0 billion in March 2026, and now $5.0 billion in August 2026, based on the dated releases in Nebius’s own newsroom archive.

What it means for a power buyer

Nebius doesn’t operate in Southeast Asia, but it’s one of the largest “neoclouds” competing for the same GPUs that price the on-demand market our GPU price tracker follows — where H100 on-demand rates currently median around $3.50/GPU-hr and H200 around $4.15/GPU-hr, against list prices for the newer B200 that run several times higher. A $5 billion capital raise aimed explicitly at “procurement of key components (including GPUs)” is a demand signal: it’s fresh buying power chasing the same Nvidia supply that every colocation and neocloud operator is competing for, which tends to keep GPU-hour pricing firm even as more racks come online. It doesn’t move colocation power pricing in our regional price index directly, since Nebius’s build-out is concentrated in the US and Europe, but it’s a reminder that GPU scarcity — not shell-and-power capacity — remains the binding constraint on how fast AI compute gets cheaper.

The repeated-raise pattern also matters for anyone evaluating a neocloud counterparty: three convertible offerings in twelve months means Nebius is financing growth primarily through dilutive and rate-sensitive debt rather than operating cash flow, a structure worth weighing against colocation providers whose capacity is backed by long-term hyperscaler leases rather than public-market debt cycles.

What we don’t know

Nebius’s release doesn’t specify which data center sites or how many megawatts of new capacity this particular $5 billion tranche will fund, nor does it break out how much of the proceeds go to GPUs versus construction versus general corporate purposes. The exact terms offered to the noteholders who agreed to the 2029/2031 exchange — beyond the aggregate $800 million exchanged for 15.8 million shares — haven’t been disclosed, and neither has the precise stock-price reaction, since that figure comes from media reports rather than Nebius’s own filings.