Nebius Group has raised the size of its planned debt offering to $5bn as it seeks to expand its data centre infrastructure and computing resources.
The Amsterdam-based AI cloud company increased the offering from $4.5bn.
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It intends to issue $3bn in private convertible notes maturing in 2030, alongside $2bn in notes due in 2034.
Purchasers have the option to acquire an additional $450m of 2030 notes and $300m of 2034 notes under certain conditions. The offering is directed at qualified institutional buyers in a private placement.
Funds raised are earmarked for expanding Nebius Group’s data centre footprint, investing in its AI cloud platform, and purchasing graphics processing units (GPUs) and other critical components to support the company’s continued growth.
Announcing the move before markets opened, Nebius Group stated the proceeds would also be used for general corporate purposes.
In addition to the new debt sale, the company said it would exchange $800m of existing debt for around 15.8 million Class A shares with select noteholders through individually negotiated agreements.
The number of shares and details of the exchanges will depend on market conditions at that time.
Nebius Group indicated that these exchanges could affect the market price of the company’s Class A shares and potentially the conversion pricing of the new notes, although the debt offering is not dependent on the completion of these exchanges.
Nebius Group’s Class A shares closed nearly 10% lower.
The new notes, which will be senior unsecured obligations, are set to mature on 15 February 2030 and 15 February 2034, and will accrue interest payable semi-annually.
Conversion, redemption, and repurchase terms are specified, including rights for noteholders to convert notes under certain circumstances, and for the company to redeem the notes after specified dates.
Nebius Group focuses on providing AI cloud infrastructure for developers and enterprises. The company serves clients building AI products and services globally.
In March 2026, Nebius Group entered into a long-term agreement with Meta to supply AI infrastructure, with the deal valued at up to $27bn.
