Nebius Group stock drops after $2 billion convertible notes offering and $1 billion share sale

Published 10/09/2025, 13:50
© Reuters.

Investing.com -- Nebius Group N.V. (NASDAQ:NBIS) stock declined 4% Wednesday morning after the AI infrastructure company announced plans to offer $2 billion in convertible senior notes and a concurrent $1 billion Class A ordinary share sale.

The Amsterdam-based company intends to offer the convertible notes in two series: $1 billion in notes due 2030 and $1 billion in notes due 2032, according to a company statement. Nebius also plans to grant initial purchasers options to buy up to an additional $150 million in each series of notes.

Simultaneously, Nebius is offering $1 billion of its Class A ordinary shares in an underwritten public offering, with an option for underwriters to purchase up to an additional $150 million in shares.

The company said it will use proceeds from both offerings to finance business growth, including acquiring additional compute power and hardware, securing strategic land plots, expanding its data center footprint, and for general corporate purposes.

The convertible notes will be senior, unsecured obligations that bear interest on the original principal amount, payable semi-annually. Noteholders will have conversion rights under certain circumstances, with the company settling conversions through cash, Class A shares, or a combination of both.

The 2030 and 2032 notes will mature on September 15 of their respective years, with the accreted principal amount reaching 115% of the original principal amount at maturity. Nebius noted it cannot redeem either series prior to September 20, 2028, except in the case of certain tax law changes.

Interest rates, initial conversion rates, and other terms for the notes will be determined during pricing of the offering. The offerings are subject to market and other conditions, with the note offering not contingent on the share offering and vice versa.

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