Convertible senior notes issuance (2029 and 2031)
Company: Nebius
The claim, verbatim
Under a Subscription Agreement dated June 2, 2025, Nebius agreed to issue and sell to investors its 2.00% Convertible Senior Notes due 2029 and 3.00% Convertible Senior Notes due 2031. The notes are convertible into Class A ordinary shares and issued under indentures with U.S. Bank Trust Company, National Association as trustee.
Source (primary)
nebius 8-K exhibit (tm2516825d1_ex99-3.htm) (SEC EDGAR (8-K Ex), press_release)
View cached copy (2026-10-13)Live source ↗
Quote: “provides for the issue and sale by the Company to the Investor, and the acquisition by the Investor, of such original principal amount of the Company's 2.00% Convertible Senior Notes due 2029 (CUSIP 63954Q AA4 / 63954Q AB2) (the " 2029 Notes ") and/or the Company's 3.00% Convertible Senior Notes due 2031”
How we checked this
Checked on October 15, 2026. The cited source supports every part of this claim.
The investor agreement's recitals and definitions state the subscription agreement date, both note series and their convertibility into Class A shares, and the indentures naming U.S. Bank Trust Company, National Association as trustee.
Confirmed in the source:
- The Subscription Agreement between Nebius and the investor is dated June 2, 2025.
- The Subscription Agreement provides for Nebius to issue and sell, and the investor to acquire, its 2.00% Convertible Senior Notes due 2029 and/or its 3.00% Convertible Senior Notes due 2031.
- Other investors entered separate investor agreements with Nebius on substantially the same terms.
- The notes are convertible into Nebius's Class A ordinary shares.
- The notes are issued under indentures between Nebius, as issuer, and U.S. Bank Trust Company, National Association, as trustee.
What we did: Read our cached copy of SEC EDGAR (8-K Ex) (https://www.sec.gov/Archives/edgar/data/1513845/000110465925055197/tm2516825d1_ex99-3.htm) in full (73,740 characters, retrieved October 13, 2026) and checked each assertion in the claim against it.
Additional evidence
confirms nebius 8-K exhibit (tm2516825d1_ex99-3.htm)
Quote: “provides for the issue and sale by the Company to the Investor, and the acquisition by the Investor, of such original principal amount of the Company's 2.00% Convertible Senior Notes due 2029 (CUSIP 63954Q AA4 / 63954Q AB2) (the " 2029 Notes ") and/or the Company's 3.00% Convertible Senior Notes due 2031”