TL;DR · 30-second read
The Short Version
Nebius is an Amsterdam company that rents out computing power to businesses building artificial intelligence. It has arranged a $3.5 billion loan from the bank Citi to buy specialized chips and build data centers, the warehouse-sized buildings full of computers that this work runs on.
There is a catch. The loan lasts one year, and the bank’s extra charge on top of the base interest rate goes up every three months, to a set limit.
That design pushes Nebius to replace it with longer-term money soon. For Nebius, how fast new computing gets built now depends on its lenders as well as its chips.
Nebius Group N.V. (Nasdaq: NBIS), the Amsterdam-based AI cloud company, said on October 22, 2026, that it had entered into a $3.5 billion senior secured term loan facility with Citi. According to a 6-K Nebius filed with the SEC the same day, the agreement was signed on October 17 with Citibank, N.A. as mandated lead arranger and lender. The filing titles it a Bridge Facility Agreement. It matures on October 16, 2027, and carries interest at Term SOFR plus a margin that starts at 2.75% and rises in steps to 3.50%.
Nebius said the proceeds will fund data center development, GPU procurement and general corporate purposes. Law firm Morgan Lewis said it advised Nebius on the transaction.
Executive Summary
On its face, this is a large financing for a company building AI computing capacity: $3.5 billion, secured against substantially all of the borrowers’ assets, earmarked for GPUs (the graphics processors used to train and run AI models) and the data centers that house them. Nebius presents it as one step in a “diversified and sequenced funding strategy” that already includes customer prepayments and operating cash flow.
The terms say more than the headline figure does. The loan is short (364 days), can be repaid early at no penalty, and its interest margin rises every 90 days. Debt built this way is designed to be replaced. Nebius’s chief operating officer pointed to what could replace it: asset-backed financing tied to more than $40 billion of long-term, investment-grade customer contracts.
The practical consequence is that the next phase of Nebius’s capacity build-out depends on completing a refinancing, alongside securing chips and power. This is a single company’s financing, so it does not establish an industry trend. It is, though, a detailed public example of how an AI cloud provider is stacking short-term and contract-backed debt to fund growth ahead of revenue.
A Bridge by Name and a Countdown by Design
The 6-K Nebius filed on October 22 titles the contract a Bridge Facility Agreement, and the terms are consistent with that. A bridge loan is short-term money meant to cover the gap until longer-term funding is arranged. This one matures on October 16, 2027, 364 days after signing. Its margin is the lender’s markup over Term SOFR, a widely used US benchmark borrowing rate. That margin starts at 2.75% a year and rises by 0.25 percentage points for each 90-day period after October 17, 2026, capping at 3.50% after three step-ups. The borrowers can prepay at any time without premium or penalty.
Together, those features make the facility cheapest at the start and more expensive the longer it stays outstanding. That is the mechanism behind the headline. The cash funds GPU procurement and data center development now, but the structure rewards Nebius for refinancing it into longer-dated debt well before maturity. So the next phase of the build-out is paced by a financing event as well as by chip deliveries and grid connections. Customers waiting on capacity, suppliers paid from the proceeds and shareholders all have an interest in how that refinancing goes.
Nebius’s own account fits this reading. The company describes “access to capital at attractive rates” and a “sequenced” approach. COO Ophir Nave said the facility “provides additional financing to support our near-term capacity build-out.” The claim of attractive pricing is reasonable for the opening quarter. The step-up schedule shows the pricing is most favorable at the start and is not meant to last.
What Citi Holds While the Bridge Is Up
“Senior secured” means Citi is repaid ahead of unsecured creditors and holds claims on pledged assets. Here the pledge is broad. It covers substantially all of each borrower’s assets, including all the shares of Nebius Inc. (the US borrower) and Nebius B.V. (the Dutch borrower) held by the parent, subject to carve-outs for excluded assets and permitted liens. For as long as the facility is outstanding, Citi stands first in line against the operating companies that own the GPUs and data center assets.
The agreement also includes a minimum liquidity covenant, which typically requires a borrower to keep a floor of cash or available funds, along with customary covenants and events of default. Lenders in any later financing will have to work around this security package or pay it off. That gives Nebius a further reason, beyond the rising margin, to retire the facility early.
The $40 Billion Contract Book Is the Likely Take-Out
Nave named the obvious successor financing. He said Nebius still has “a range of capital sources” available, “including asset-backed financing based on investment-grade customer commitments of more than $40 billion of long-term contracts.” Asset-backed financing lends against specific cash flows, in this case contracted customer payments, rather than against the borrower’s overall credit. When the paying customers are investment-grade, meaning rated as low default risk, lenders can generally offer larger amounts on longer terms than a growth-stage company could raise on its own balance sheet.
The sequence Nebius describes runs like this: use a quick, flexible bridge to keep procurement moving, then turn the contract backlog into cheaper, longer-term debt. That is a coherent strategy, and the $40 billion figure is the load-bearing part of it. Nebius has stated the figure but has not named the counterparties, contract lengths or how much of the backlog is already committed to other financing. Its weight as collateral depends on those details.
Debt as a Build-Out Input
AI cloud providers outside the largest platforms, sometimes called neoclouds, have to buy GPUs and secure data center space before customers pay for the capacity. Nebius says its funding base combines customer prepayments, operating cash flow and external financing, and that sequencing these sources is how it manages long-term cost of capital. This facility shows that approach in detail. Debt pricing, maturity and collateral now sit alongside GPU supply and megawatts of power as variables that set how fast Nebius can add capacity.
Who carries the risk matters too. Citi’s exposure is backed by assets that include GPU fleets, whose resale value depends on how quickly newer chips arrive. Equity holders now rank behind a senior secured claim. Customers benefit if the bridge accelerates delivery, and they depend on the take-out financing closing on time.
Background
Nebius Group N.V. is the former Yandex N.V. The Amsterdam-based parent sold its Russian businesses in 2024 and relaunched as Nebius, focused on AI infrastructure. It is listed on Nasdaq under NBIS and files with US regulators as a foreign private issuer. That is why its material announcements appear in 6-K reports instead of the 8-Ks used by US domestic companies, and its annual report is a Form 20-F.
Nebius competes in the market for rented GPU computing, the specialized hardware used to train and run AI models. That market includes the large hyperscale clouds as well as specialist providers often called neoclouds. Building this capacity means buying expensive GPUs and securing powered data center space before customers pay for it. As a result, financing structure (customer prepayments, operating cash flow, bank debt and contract-backed debt) has become a central part of how these companies grow. Source: Morgan Lewis Advises Nebius on $3.5 Billion Financing Facility: Morgan Lewis announces its advisory role on Nebius’s $3.5 billion senior secured financing facility provided by Citi. Primary sources: Nebius Group N.V. Form 6-K, filed October 22, 2026 (Credit Facility); Exhibit 99.1: Nebius secures $3.5 billion financing facility with Citi.Sources