Nebius Group shares fell sharply on Wednesday after the AI infrastructure company unveiled plans to raise $4.5 billion through a private placement of convertible senior notes. The stock dropped 7.6% to about $248.43, after sliding more than 7% in premarket trading and touching an intraday low of $226. Despite the decline, Nebius remains up nearly 200% year-to-date.
The offering is split into two tranches: $2.75 billion of notes maturing in 2030 and $1.75 billion due in 2034. Initial purchasers also have options to buy an additional $375 million of the 2030 notes and $300 million of the 2034 notes, which could lift the total raise above $5.1 billion.
Nebius plans to use the proceeds to expand data center capacity, develop its full-stack AI cloud platform and purchase GPUs and other computing equipment. The company held roughly $8.04 billion in cash and cash equivalents at the end of June, but spent about $5.66 billion on property, equipment and intangible assets during the second quarter. This is Nebius’ second major convertible financing this year, following a March offering that raised about $4.3 billion in gross proceeds. The company has said 2026 capital expenditures could reach $16 billion to $20 billion.
Investors are also weighing dilution risks. Convertible notes can eventually be exchanged for shares, and convertible-bond buyers often hedge by shorting the underlying stock, adding near-term pressure. Nebius additionally plans privately negotiated exchange agreements with holders of existing 2029 and 2031 notes, swapping a portion of those securities for Class A ordinary shares.
The financing supports Nebius’ aggressive expansion in AI computing. Earlier this year, the company secured a deal worth up to $27 billion to supply Meta with computing capacity, after previously striking a multibillion-dollar agreement with Microsoft.
