Files to sell $4.5B senior unsecured convertible notes due 2030 and 2034

- Private offering comprises $2.75B of 2030 notes and $1.75B of 2034 notes; initial purchasers may buy up to an additional $375M and $300M, respectively.
- Proceeds to fund data center construction and build-out, AI cloud development, data center expansion, GPUs and general corporate purposes.
- Expects to privately exchange portions of its 2.00% notes due 2029 and/or 3.00% notes due 2031 for Class A shares; terms undisclosed.

**Reminder: 08/12 NBIS 08:00ET Earnings Call: Funding visibility remains strong: expects more than $9B of customer prepayments in 2026, has ~$40B of committed backlog available for asset-backed borrowing and intends to increase prepayment coverage above the current 50–60% of CapEx; additional asset-backed debt, corporate debt, ATM equity or convertibles remain options.

TTN Note: The $4.5B proposed convert is less a surprise than execution of Nebius’s stated Q1 financing plan to raise “mid-single digits” billions, but it signals that the growth model remains capital-market dependent: Q1 capex was already $2.5B versus $129.5M group adjusted EBITDA, so internally generated cash cannot yet fund GPU and site deployment at the targeted pace.

• The critical change is refinancing structure, not just gross leverage: Nebius is pairing new 2030/2034 paper with negotiated equity exchanges of its 2029/2031 converts, potentially extending maturities while moving near-term conversion/hedge pressure into the stock. That can reduce a future maturity wall, but creates immediate technical selling risk from exchanging holders’ hedge unwinds.
• Capacity contracts make the leverage more defensible than a speculative GPU purchase cycle—Nebius had $27B of Q1 pipeline and a five-year Meta arrangement with $12B of committed compute beginning in early 2027—but the financing is arriving before much of its >4GW year-end contracted-power target becomes revenue-generating, leaving returns highly sensitive to construction timing and utilization.
• Bottom Line: This is a deliberate balance-sheet acceleration of the AI-factory buildout, not a routine opportunistic convert; the market may reward improved runway if pricing confirms a high conversion premium, but the pushback is that another $4.5B-plus of unsecured, accreting obligations raises the cost of any delay in GPU deployment, customer ramp, or AI-cloud pricing.