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Exchange of $800 million existing convertible notes for Class A shares

Company: Nebius

Subject kind
financing
Statement date
2026-08-19
Promised by
2026-08-24
Promised amount
800.0 USD
Current status
outcome unconfirmed

What the later record shows

Outcome not yet confirmed

The exchange agreements were entered into, but no passage confirms that the exchange of $800 million of notes for ~15.8 million shares settled around August 24.

“to exchange $400 million aggregate original principal amount of the 2029 Notes and $400 million aggregate original principal amount of the 2031 Notes for an aggregate of approximately 15.8 million of its Class A ordinary shares”
2026-08-23 · nebius 8-K exhibit (tm2623863d1_ex99-1.htm) View cached copy (2026-08-30)Live source ↗
“The company will exchange $400 million of its 2% convertible senior notes due 2029 and $400 million of its 3% convertible senior notes due 2031 for approximately 15.8 million Class A shares.”
2026-08-26 · Nebius Raises $5.75 Billion Through Convertible Notes To Fund AI Data Centers And GPU Expansion - Pulse 2.0 View cached copy (2026-09-02)Live source ↗Archive.org ↗

Checked October 10, 2026 against filings, releases and reporting published after the claim was made. Quotes are verbatim from the linked documents.

The claim, verbatim

Nebius entered into exchange agreements to exchange $800 million aggregate original principal amount of existing convertible notes for approximately 15.8 million Class A ordinary shares, with settlement expected around August 24, 2026

Source (primary)

Nebius Group announces pricing of upsized private offering of $5.0 billion of convertible senior notes - Yahoo Finance (-, news_article)
View cached copy (2026-08-31)Live source ↗

Quote: “the Company entered into exchange agreements with a limited number of holders of the Company's 2.00% Convertible Senior Notes due 2029 (the "2029 Notes") and 3.00% Convertible Senior Notes due 2031 (the "2031 Notes" and, together with the 2029 Notes, the "Existing Notes"), pursuant to which the Company will exchange $400 million aggregate original principal amount of the 2029 Notes and $400 million aggregate original principal amount of the 2031 Notes for an aggregate of approximately 15.8 million of its Class A ordinary shares”

How we checked this

Checked on October 10, 2026. The cited source supports every part of this claim.

The press release describes exchange agreements covering $400 million each of the 2029 and 2031 notes (totaling $800 million) for about 15.8 million Class A shares, settling on or about August 24, 2026.

Confirmed in the source:

What we did: Read our cached copy of the publisher (https://finance.yahoo.com/markets/stocks/articles/nebius-group-announces-pricing-upsized-031300935.html) in full (20,945 characters, retrieved August 31, 2026) and checked each assertion in the claim against it.

Additional evidence

confirms Nebius Group announces pricing of upsized private offering of $5.0 billion of convertible senior notes - Yahoo Finance

Quote: “the Company entered into exchange agreements with a limited number of holders of the Company's 2.00% Convertible Senior Notes due 2029 (the "2029 Notes") and 3.00% Convertible Senior Notes due 2031 (the "2031 Notes" and, together with the 2029 Notes, the "Existing Notes"), pursuant to which the Company will exchange $400 million aggregate original principal amount of the 2029 Notes and $400 million aggregate original principal amount of the 2031 Notes for an aggregate of approximately 15.8 million of its Class A ordinary shares”

View cached copy (2026-08-31)Live source ↗

confirms nebius 8-K exhibit (tm2623617d1_ex99-1.htm)

Quote: “the Company entered into exchange agreements with a limited number of holders of the Company's 2.00% Convertible Senior Notes due 2029... and 3.00% Convertible Senior Notes due 2031... pursuant to which the Company will exchange $400 million aggregate original principal amount of the 2029 Notes and $400 million aggregate original principal amount of the 2031 Notes for an aggregate of approximately 15.8 million of its Class A ordinary shares... The exchange transactions are expected to settle on or about August 24, 2026”

View cached copy (2026-08-31)Live source ↗

Record of changes

September 4, 2026 — stated
Automated extraction from the cited source. Recorded automatically from the cited source when it was published, then queued for evidence review.
September 5, 2026 — outcome unconfirmed
Automated extraction from the cited source. Recorded automatically from the cited source when it was published, then queued for evidence review.
September 8, 2026 — delayed
Automated extraction from the cited source. Recorded automatically from the cited source when it was published, then queued for evidence review.
October 9, 2026 — outcome unconfirmed
Automated extraction from the cited source. Recorded automatically from the cited source when it was published, then queued for evidence review.