Nebius Group N.V. (NBIS) Stock: Rebounds in Pre-Market After $2.75B in Convertible Notes and $1B in Shares Target Data Center Expansion

TLDR

Nebius gains 1.62% pre-market after $4.2B equity and notes financing plan $2.75B notes + $1B equity raise push Nebius toward AI infra expansion Nebius rebounds on $4.2B capital move targeting data centers & hardware Convertible notes and equity deal drive Nebius pre-market optimism Nebius prices $4.2B in funding to accelerate AI growth and infra scale

Nebius Group N.V. opened September 11 with a 1.62% gain in pre-market trading after falling 2.43% the prior session. The Class A share price rebounded to $94.90, recovering from its September 10 close of $93.39. This swift turnaround came amid major financing news released by the company.

Nebius Group N.V.

The market reacted early to Nebius Group’s strategic financing announcements made late September 10. The company priced $2.75 billion in convertible notes alongside a $1 billion public equity offering. Both offerings aim to accelerate its core infrastructure projects and expansion plans.

This financing move aligns with Nebius Group’s aggressive growth trajectory in the global AI infrastructure market. The company plans to deploy funds into hardware acquisitions and data center expansions. Pre-market trading suggested early optimism about the capital infusion and its projected returns.

$2.75 Billion Convertible Notes Offering Upsized Amid Strong Demand

Nebius Group finalized the pricing of $2.75 billion in convertible senior notes, split evenly between two maturities. The company allocated $1.375 billion each to the 1.00% notes due in 2030 and 2.75% notes due in 2032. The offering was upsized from the previously announced $2.0 billion due to institutional demand.

Settlement is scheduled for September 15, 2025, subject to standard closing conditions. Starting March 15, 2026, each note series will pay semi-annual interest. The notes include a conversion rate of 7.2072 shares per $1,000 principal, translating to an initial conversion price of $138.75.

The conversion price reflects a 50% premium over the Class A offering price of $92.50. Practical conversion value grows further when accounting for accreted value, reaching $159.56 per share at maturity. This implies an eventual premium of 72.5% over the initial offering price.

$1 Billion Equity Raise Fuels Infrastructure Expansion Plans

Nebius priced a public offering of $1.0 billion in Class A shares at $92.50 per share. The company also offered a 30-day option for underwriters to purchase an additional $150 million worth of shares. Net proceeds are expected to total $979.5 million without option execution.

Together with the convertible notes, the company could raise over $4.2 billion if all options are exercised. Funds will be allocated to purchasing compute power, securing land, and expanding the data center footprint. Remaining proceeds will support general corporate needs and operational growth.

The equity and debt offerings are not interdependent, and each may proceed separately. All securities are offered privately or through underwritten public transactions. Neither the notes nor the shares will be registered under the Securities Act unless exemptions apply.

Convertible Notes Offer Flexibility With Long-Term Strategic Payoff

The notes feature provisions for early conversion based on stock price performance and maturity timelines. Holders may convert early if Class A shares exceed 130% of the adjusted conversion price. Full conversion flexibility begins two months before each note’s maturity.

Nebius retains the right to redeem the notes after September 20, 2028, under strict pricing conditions. Conversion may be settled in cash, shares, or a combination, depending on regulatory and tax circumstances. Holders may also force a repurchase if a qualifying corporate event occurs.

Both note series include accretion schedules to boost principal to 115% at maturity. This structure boosts conversion potential while supporting long-term capital planning. The terms position Nebius to secure funds today while protecting upside for noteholders tomorrow.

 

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