Convertible notes private placement (2029 and 2031 notes)
Company: Nebius
The claim, verbatim
Nebius entered into a subscription agreement to sell its 2.00% Convertible Senior Notes due 2029 and/or 3.00% Convertible Senior Notes due 2031 to subscribers at 100% of principal, in a private placement exempt from Securities Act registration. Other investors are buying notes on substantially the same terms under separate subscription agreements.
Source (primary)
nebius 8-K exhibit (tm2516825d1_ex99-2.htm) (SEC EDGAR (8-K Ex), press_release)
View cached copy (2026-10-13)Live source ↗
Quote: “the Company's 2.00% Convertible Senior Notes due 2029 ... and/or the Company's 3.00% Convertible Senior Notes due 2031 ... for a purchase price equal to 100.00% of the original principal amount of the Subscribed Notes”
How we checked this
Checked on October 15, 2026. The cited source supports every part of this claim.
The agreement's recitals state the note series, the 100% purchase price, the Securities Act exemption, and that other subscribers are buying on substantially the same terms under separate agreements.
Confirmed in the source:
- Nebius Group N.V. entered into a subscription agreement dated June 2, 2025 to sell notes to a subscriber
- The notes are the Company's 2.00% Convertible Senior Notes due 2029 and/or 3.00% Convertible Senior Notes due 2031
- The purchase price is 100.00% of the original principal amount of the subscribed notes
- The sale is in a transaction exempt from registration under the U.S. Securities Act of 1933
- Other investors are entering into separate subscription agreements to purchase notes on substantially the same terms
What we did: Read our cached copy of SEC EDGAR (8-K Ex) (https://www.sec.gov/Archives/edgar/data/1513845/000110465925055197/tm2516825d1_ex99-2.htm) in full (99,719 characters, retrieved October 13, 2026) and checked each assertion in the claim against it.
Additional evidence
confirms nebius 8-K exhibit (tm2516825d1_ex99-2.htm)
Quote: “the Company's 2.00% Convertible Senior Notes due 2029 ... and/or the Company's 3.00% Convertible Senior Notes due 2031 ... for a purchase price equal to 100.00% of the original principal amount of the Subscribed Notes”