NBIS Stock Falls After Announcing Its Third Multi-Billion Dollar Convertible Notes Sale in Under a Year
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In September 2025, Nebius priced an upsized private offering of $2.75 billion of convertible notes, and in March 2026, it closed a private offering of $4.3 billion of convertible notes.
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The company is also considering exchanges of portions of its existing convertible debt for Class A shares.
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The proposed transaction would be Nebius' third major convertible notes offering in less than a year and its largest if completed at the proposed size.
Nebius Group (NBIS) shares fell in morning trade on Wednesday after the AI infrastructure company announced plans to raise $4.5 billion through convertible senior notes, marking its third major convertible debt offering of over $1 billion in less than a year.
The proposed offering would be split into two tranches with $2.75 billion of notes due in 2030 and $1.75 billion due in 2034.
Nebius said it plans to use the proceeds to fund the construction and expansion of its data centers, invest in its full-stack AI cloud platform, expand its data center footprint and purchase key components, including GPUs. The funds may also be used for general corporate purposes.
NBIS stock fell more than 11% in morning trade. On Stocktwits, retail sentiment around the Nvidia (NVDA)-backed company slipped to 'neutral' from 'bullish' territory over the past day, while chatter drummed down to 'high' from 'extremely high' levels.
Nebius Returns To The Convertible Debt Market
The proposed $4.5 billion offering would be Nebius' third convertible notes sale in roughly a year of over $1 billion.
In September 2025, Nebius priced an upsized private offering of $2.75 billion of convertible notes. It returned to the market in March 2026 with an initial $3.75 billion offering that was subsequently upsized, first to $4 billion and ultimately to $4.3 billion following strong demand from institutional investors.
If completed at its proposed size, Wednesday's $4.5 billion offering would become Nebius' largest convertible debt raise to date.
The company also closed a separate $775 million senior secured debt facility in July. That financing was backed by already-deployed GPU infrastructure and contracted customer cash flows.
New Offering Funds Data Centers, GPUs
Nebius said the proceeds from the latest offering will primarily support its physical infrastructure buildout. That includes constructing and expanding data centers, investing in its AI cloud platform and procuring GPUs and other key equipment.